Exhibit 99.1
OATMAN
MINERAL AND MINING LEASE
THIS LEASE is made and effective the 30th day of November, 2010, between The
McIntyre / Bauman New Jersey Trust dated December 15, 2001, whose address is
1445 Center St, NE, Salem, OR 97301 (called "Lessor"), and ASPA Gold Corp.,
formerly known as Renaissance BioEnergy Inc., a Nevada corporation with an
address of 36101 Bob Hope Dr., Suite E5-238, Rancho Mirage, CA 92770 (called
"Lessee").
WITNESSETH:
1. INTERESTS LEASED
For and in consideration of US$10.00 (Ten Dollars) paid to Lessor by Lessee, the
receipt and sufficiency of which are hereby acknowledged by the Lessor, and the
mutual covenants set forth herein, Lessor hereby grants and leases exclusively
unto Lessee all mineral rights in, under and appurtenant to the lands described
as the Premises below (all of which materials, minerals and deposits are called
the "Subject Minerals"). The Subject Minerals are leased, as above, together
with all interests hereafter acquired by or for Lessor in the Premises.
The Premises consists of the following described mineral rights located in the
San Francisco Mining District, County of Mohave and State of Arizona, containing
91.46 acres, more or less:
PATENTED CLAIMS:
MINERAL RIGHTS ONLY:
The Lexington, Boston, Alice, Happy New Year, Only Chance and Big Johnnie Lode
Mining Claims, in the San Francisco Mining District, being shown on Mineral
Survey No. 2775, on file in the Bureau of Land Management, as granted by Patent
recorded in Book 22 of Deeds, Page 332, records of Mohave County, Arizona.
Excluding two in-lier parcels not owned by Lessor: APN 221-30-002 (.12 ac) and
APN 221-30-003(.17 ac).
Mineral rights only: The Bunker Hill Lode Mining Claim, in the San Francisco
Mining District, being shown on Mineral Survey No. 3190, on file in the Bureau
of Land Management, as granted by Patent recorded in Book 25 of Deeds, Page 557,
records of Mohave County, Arizona.
1
The Premises are also referred to as Mohave County Assessor's Parcel Numbers
("APN") 221-29-004, 221-29-005, 221-30-004 and 221-30-005.
2. TERMS OF LEASE
This lease is granted for an initial term of three (3) years from and after the
date hereof, and for up to three additional renewal terms of three (years) after
the initial term while any mining, development, processing, or reclamation is
being conducted hereunder on a continuous basis. Such operations shall be deemed
conducted on a continuous basis unless and until, after the end of the initial
term, a period on one hundred eighty (180) consecutive days elapses in which no
mining or developing or processing or testing is conducted, excluding, however,
periods of force majeure as provided herein.
Unless otherwise specified, all reference to the "term" of the lease shall mean
and include both the initial term and the renewal term(s).
3. PAYMENTS
The initial payment will be 34,100,000 (Thirty Four Million One Hundred
Thousand) restricted shares of Common Stock of the Lessee (the "Consideration
Shares") at US$0.00001 par value for execution of this lease. An annual payment
of US$200,000 (Two hundred thousand dollars) (adjusted annually by the CPI
(consumer price index as published by the US Government) according to this
formula each year previous payment times 1+ fractional CPI index. For example if
CPI is 3% (Three percent) the following payment will be US$200,000 x 1.03 or
US$206,000; if next year's CPI is 2 % then the calculation would be US$206,000 x
1.02 or US$210,120, which will keep the lease valid for 1 (one) additional year.
Payments will be made to an address and account of the Lessor's choosing, and
shall be payable annually in arrears, with the first payment due on November 30,
2011.
All annual payments will be creditable as advanced NSR Royalties and will accrue
against the NSR Royalties to be paid if mining occurs.
In regards to the Consideration Shares:
(a) They will upon issuance be issued as fully paid and non-assessable.
2
(b) Lessor is an "accredited investor" as the term is defined in section
501(a) of Regulation D under the 1933 Act.
(c) The Consideration Shares have not been registered under the United
States Securities Act of 1933, as amended (the "1933 Act"), or under
any state securities or "blue sky" laws of any state of the United
States, and are being offered only in a transaction not involving any
public offering within the meaning of the 1933 Act, and, unless so
registered, may not be offered or sold in the United States or to U.S.
Persons (as defined in Regulation S promulgated under the 1933
Act),except pursuant to an effective registration statement under the
1933 Act, or pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the 1933 Act, and in each
case only in accordance with applicable state securities laws.
(d) The Lessor is receiving the Consideration Shares for its own account
for investment purposes only and not for the account of any other
person and not for distribution, assignment or resale to others, and
no other person has a direct or indirect beneficial interest in such
Consideration Shares, and the Lessor has not subdivided its interest
in the Consideration Shares with any other person.
(e) The Lessor is not an underwriter of, or dealer in, the common shares
of the Lessee, nor is the Lessor participating, pursuant to a
contractual agreement or otherwise, in the distribution of the
Consideration Shares.
(f) The Lessor is not aware of any advertisement of any of the
Consideration Shares and is not acquiring the Consideration Shares as
a result of any form of general solicitation or general advertising
including advertisements, articles, notices or other communications
published in any newspaper, magazine or similar media or broadcast
over radio or television, or any seminar or meeting whose attendees
have been invited by general solicitation or general advertising.
3
4. ROYALTIES AND NET PROFITS INTEREST
A. Net Profits Interest.
Lessor shall have a 5% (Five percent) net profits interest ("NPI") in
the Premises. For purposes of Lessor's and Lessee's respective NPI,
"Net Profits" shall be calculated pursuant to generally accepted
accounting principles in the United States of America, provided,
however, that the calculation of net profits shall not include any
benefit or loss from price hedging and price protection arrangements
conducted by or on behalf of Lessee and, provided, further, that
Lessee shall be entitled to deduct from revenues only the following
percentages of total operating costs in lieu of headquarters overhead
and headquarters general and administrative expenses: 3% (Three
percent) during the development/construction stage of operations and
1% (One percent) during the mining and processing stage of operations
and, provided, further, that no deduction shall be made for depletion
or depreciation. Lessor's NPI shall be a fully carried interest, and
Lessor shall not be required to fund any expenses relating to the
Property or its exploration , development, production or reclamation.
4
B. Net Smelter Returns Royalty.
In addition to Lessor's NPI, a net smelter returns royalty ("NSR
Royalty") shall be payable to Lessor for all commodities produced from
the Premises. For purposes of this lease, the "net smelter return" is
defined as the amount of money which the smelter or refinery, as the
case may be, pays the Lessee for the commodity based on the then
current spot price of gold, with deductions for costs associated with
further processing but without deductions for taxes, calculated on an
FOB mine site basis. The NSR Royalty shall be payable based on the
following sliding scale, based on the spot price of gold at the time
of production:
Over US$2,400 per ounce 8.0%
Over US$2,100 but under US$2,400 per ounce 7.0%
Over US$1,800 but under US$2,100 per ounce 6.0%
Over US$1,500 but under US$1,800 per ounce 5.0%
Over US$1,200 but under US$1,500 per ounce 4.0%
Over US$900 but under US$1,200 per ounce 3.0%
Over US$600 but under US$900 per ounce 2.0%
Under US$600 per ounce 1.0%
Payable in Kind; Payable Quarterly.
Lessor may elect to receive in kind its NPI or its NSR Royalty (as described
below). Both royalties shall be payable quarterly.
5. OPERATIONS
A. EXPLORATION, MINING AND OTHER OPERATIONS.
The Lessee may use and employ methods of exploration, development,
mining and processing as it may desire or find most profitable and
economical and may, when it deems it necessary or desirable,
discontinue operations entirely so long as it shall well and truly
meet its obligations hereunder to pay annual payments and NSR Royalty
due, if any, Lessee shall not be required to mine, preserve, or
protect in its mining operations any Subject Minerals which under good
mining practices cannot be mined or shipped at a profit by the Lessee
at the time encountered. Lessee shall have the right and privilege at
any time, during the term of this lease and as long thereafter as it
may hold an interest in minerals in, on or under adjacent or
neighboring lands, to use any and all roads or workings located at
anytime on or under the premises to facilitate mining ores or
materials on adjacent or neighboring properties, whether or not
contiguous and whether or not owned by Lessor. Lessee shall have the
further right of mixing, either underground or at the surface or
processing plants, any ores, solutions or other products from any
other lands, provided that the mixing is accomplished only after the
same have been sampled and after the weight or volume thereof has been
determined or ascertained by sound engineering principles. An accurate
record of the tonnage or volume, and of the analysis, of ore,
concentrate or other products from each property going into such
mixture shall be kept and made available to Lessor at all reasonable
times, and shall be used as basis of the allocation between the
properties, of production royalties to be paid therefore.
B. MAINTENANCE.
Lessee agrees to maintain all roads, camps, drill sites, and mines in
a good and workmanlike manner.
C. PAYMENT FOR DAMAGES.
The Lessee shall pay an equitable compensation to the injured party or
parties for actual damages caused by its operations upon the Premises,
including, damage to crops, grazing values, fences, gates, reservoirs,
roads, and structures, and damage sustained by reason of injury or
loss of livestock.
5
6. INSPECTION
Lessor or its duly appointed representative shall have the right, exercisable at
all reasonable times and in a reasonable manner so as not to interfere with
Lessee's operations, to go upon the Premises, or any part thereof, for the
purpose of inspecting the workings thereon. Lessor shall hold Lessee harmless
from all claims for damages arising out of any death, personal injury, or
property damage sustained by Lessor or Lessor's agents or servants while in or
upon the Premises, unless such death or injury arises as a result of negligence
of the Lessee.
7. TAXES
Lessor agrees to pay all general (surface use) ad valorem taxes and assessment s
assessed against the Premises and all taxes resulting from the Lessor's use
thereof, if any. Lessee shall pay for that portion of such taxes which is
attributable to any producing mine opened and operated on the Premises by
Lessee, less the part thereof attributable to Lessor's NSR Royalty interest
therein. Lessee shall pay all other lawful public taxes and assessments, whether
general, specific or otherwise, assessed and levied upon or against the Premises
and attributable to Lessee's operations, or upon any area and other product's
thereof, or upon any property or improvements placed by lessee on the Premises.
If any tax is now or hereafter levied on or measured by production, Lessor shall
pay that portion of such taxes which is attributable to the NSR Royalty reserved
herein. Lessee shall have the right in good faith to contest any of the above
taxes, whether payable by Lessee or payable by Lessor, but shall not permit or
suffer the Premises or any part thereof, or any ore mined thereon, or any
improvements or personal property thereon to be sold at any time for such taxes
or assessments.
8. WARRANTY
Lessor hereby warrants to the Lessee that the Lessor owns a 100% (One hundred
percent) interest in the mineral rights included in the Premises.
6
9. ASSIGNMENT
The estate of either party may be assigned in whole or in part. No change in the
ownership of the Premises or assignment of NSR Royalties payable hereunder shall
be binding upon Lessee until Lessee has been furnished with a written transfer
or assignment or a certified copy thereof. If this lease is assigned as to a
part or parts of the Premises and the Lessee, or assignee or assignees of any
part or parts, fails or defaults in the payment of the proportionate part of the
NSR Royalties due from him or them or otherwise breach any covenants contained
herein, such default shall not operate to defeat or affect this lease insofar as
it covers any other part of parts of the Premises. An assignment of this lease
shall, to the extent of the assignment, relieve and discharge the Lessee of all
obligations hereunder which have not theretofore become due.
10. MULTIPLE LESSORS
Whenever five or more parties are entitled to receive annual payments or
royalties hereunder, Lessee may withhold payment thereof unless and until all
such parties designate in a recordable instrument as agent empowered to receive
all NSR Royalty or annual payments due hereunder and to execute division and
transfer orders on behalf of said parties and their respective successors in
title.
11. DEFAULT; FORCE MAJEURE; TERMINATION
If at any time Lessee is in default in the performance of the terms and
conditions of this lease to be performed by it, and if, within thirty (30) days
after written notice of default is given by Lessor to Lessee, Lessee has not
commenced activities which will cure the default if pursued diligently, then
Lessor may terminate this lease by written notice to Lessee, provided that, if
the default is a failure to pay, when due, a sum of money expressly required to
be paid hereunder, Lessor may terminate this lease by written notice to Lessee
if such default is not cured within fifteen (15) days after the written notice
of the default is given to Lessee. Lessor shall have no right to terminate this
lease except as expressly provided in the foregoing provisions of this
paragraph.
Lessee shall not be deemed in default, or to have ceased performance or
operations hereunder, during any period in which performance or operations are
prevented by any cause reasonably beyond Lessee's control, each of which causes
is called "force majeure". Force majeure shall include, without limitation,
fire, floods, windstorms, and other damage from the elements, legislation,
public regulations or other action of government authority, litigation, acts of
God and acts of the public enemy. The duration of this lease shall be extended
7
for a period equal to the period of force majeure. All periods of force majeure
shall be deemed to begin at the time Lessee stops performance or operations
hereunder by reason of force majeure and Lessee shall notify Lessor of the
beginning and ending date of each such period. Nothing herein shall limit
Lessee's obligation to pay annual payments, or NSR Royalty for ore mined and
sold, as provided in this lease.
Lessee shall have the right to terminate this lease at any time or times during
the term hereof, as to the Subject Minerals underlying all or any one or more
parts of the Premises, by delivering or mailing to Lessor written notice stating
such intention to terminate and describing the parts of the Premises, if less
than all, so to which the termination applies. The termination shall take effect
upon the date specified in the notice, or, if no date is specified, upon the
date on which the notice is given. Upon such termination, all right, title,
interest and obligations of Lessee hereunder in and to the Premises specified in
the notice shall terminate, except obligations which then have accrued under the
express provisions of this lease and which then have not been paid or performed.
If the notice specifies that this lease is thereby being terminated, as to the
Subject Minerals underlying a part, and less than all, of the Premises, this
lease shall continue in effect as to the Subject Minerals underlying a part, and
less than all, of the Premises, this lease shall continue in effect as to the
Subject Minerals underlying all parts of the Premises except the part or parts
so specified. Forthwith after delivery of the notice of termination, Lessee
shall execute and record, or deliver to Lessor for recording, a formal release
of this lease as to the parts of the Premises described in the notice. Lessee
shall have the right to remove from the Premises any machinery, fixtures,
buildings, stockpiles of ore or minerals, and other property placed on the
Premises by Lessee. This right may be exercised at any times during the term
hereof, or within one year after expiration or termination of this lease as to
the parts of the Premises on which such property is located.
12. FURTHER DOCUMENTS
At the request and expense of Lessee, Lessor shall deliver to Lessee for the
purpose of copying the same, any documents, abstracts, policies, or other
information relating to the Subject Minerals, the Premises or Lessee's
operations hereunder, and shall execute and deliver to Lessee any instructions,
agreements, documents, or other papers reasonably required by lessee to effect
the purpose of this lease. Lessor at all times shall cooperate with Lessee in
any reasonable way to assist Lessee in effecting the purposes of this lease.
8
13. NOTICES
All notices required or permitted to be given hereunder shall be deemed properly
given upon delivering the same to the party to be notified, or upon the seventh
day after mailing the notice, by registered or certified mail, return receipt
requested, to the party to be notified at its address set forth above, or such
other address as the party to be notified may have designated prior thereto by
written notice to the other. All routine reports hereunder may be delivered by
ordinary United States mail, addressed to the recipient at its above address.
14. HOMESTEAD
Lessor hereby release and relinquishes any right of homestead exemption which
Lessor may have in the Premised or in the Subject Minerals.
15. BINDING EFFECT
This lease shall be binding on the parties hereto, and upon their heirs,
successors and assigns. This Lease shall be binding upon all who execute it,
whether or not named in the body hereof as Lessor and without regard to whether
this instrument or any copy thereof shall be executed by any other Lessor named
above. All who execute this lease shall be Lessors the same as if named in the
body hereof.
16. GOVERNING LAW; CONSENT TO JURISDICTION
This Agreement shall be governed by the laws of the State of Arizona, excluding
any conflicts of laws principles. Each party consents to the exclusive
jurisdiction and venue of the federal and state courts sitting in Mohave County,
Arizona, U.S.A. over any dispute, claim, lawsuit or proceeding arising from or
pertaining to this Agreement, and waives any argument that such courts are an
"inconvenient forum."
[The rest of this page is intentionally blank.]
9
IN WITNESS WHEREOF, this lease has been executed as of the day and year first
above written.
LESSEE: LESSOR:
/s/ /s/
- ------------------------------------ --------------------------------------
Authorized Signatory Trustee
ASPA Gold Corp. The McIntyre / Bauman New Jersey Trust
36101 Bob Hope Dr., Suite E5-238 dated December15, 2001
Rancho Mirage, CA 92770 1445 Center St NE
Salem, OR 97301
10