UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 7, 2010
ASPA GOLD CORP.
(Formerly, Renaissance BioEnergy, Inc.)
(Exact name of registrant as specified in its charter)
NEVADA 000-53435
(State or other jurisdiction of incorporation) (Commission File No.)
36101 Bob Hope Dr., Suite E5-238
Rancho Mirage, California 92270
(Address of principal executive offices and Zip Code)
760-660-4804
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS
CANCELLATION OF 203,000,000 SHARES OF COMMON STOCK BY CERTAIN STOCKHOLDERS:
On December 8, 2010, certain of our existing shareholders cancelled a total of
203,000,000 (Two hundred and three million) shares of our Common Stock, Par
Value US$0.00001 per share of Common Stock, as follows:
David Arthun - 43,000,000 shares of Common Stock; Brighton Capital, Ltd. -
40,500,000 shares of Common Stock; Samuel Gulko - 5,250,000 shares of Common
Stock; Scott Pummill - 40,500,000 shares of Common Stock, Point North
Investments, LLC - 53,750,000 shares of Common Stock; Proteas, Inc. - 10,000,000
shares of Common Stock; Reasby Company, Ltd. - 10,000,000 shares of Common
Stock.
Following these cancellations of shares of Common Stock, and the issuance of
24,400,000 (Twenty four million four hundred thousand) restricted shares of
Common Stock reported below pursuant to the Oatman Gold Project Acquisition
Agreement, the Company had a total of 199,638,370 (one hundred and ninety nine
million six hundred and thirty eight thousand three hundred and seventy)
outstanding shares of Common Stock.
RESTRICTION AGREEMENTS ENTERED INTO BY CERTAIN SHAREHOLDERS:
Certain shareholders holding an amount of 14,000,000 (Fourteen million) shares
of Common Stock, representing 7.01% of the outstanding shares of Common Stock
entered into Share Sale Restriction Agreements, as follows:
Brighton Capital, Ltd. - 2,500,000 shares of Common Stock; Point North
Investments, LLC - 6,250,000 shares of Common Stock; Scott Pummill - 2,500,000
shares of Common Stock; Sam Gulko - 2,750,000 shares of Common Stock
The terms agreed upon with these shareholders are as follows:
Shareholder hereby agrees that, during the period from the date hereto until
November 30, 2012 (the "Restricted Period"), Shareholder will not sell,
alienate, pledge, assign, transfer, convey or in any way encumber any of the
Restricted Shares of Common Stock.
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For a period of 3 (Three) years following the end of the Restricted Period,
Shareholder will not sell, alienate, pledge, assign, transfer, convey or in any
way encumber more than 200,000 (Two hundred thousand) shares of the Restricted
Shares of Common Stock during any consecutive period of 90 (Ninety) days.
ADDITIONAL PURCHASE OF SHARES OF COMMON STOCK BY NORTH AMERICAN GOLD & MINERALS
FUND:
The Company has been advised that North American Gold & Minerals Fund ("North
American") has acquired from certain of the Company's shareholders an additional
24,400,000 (Twenty four million four hundred thousand) shares of the Company's
Common Stock, on December 9, 2010. Following completion of all transactions
reported herein, our shares of outstanding Common Stock amounted to 199,638,370
(one hundred and ninety nine million six hundred and thirty eight thousand three
hundred and seventy) outstanding shares of Common Stock. North American
presently holds 142,500,000 (One hundred and forty two million five hundred
thousand) shares of Common Stock, or 71.38% of the Company's issued and
outstanding shares of Common Stock as of December 9, 2010.
In connection with its purchase of these shares of Common Stock, North American
Gold & Minerals Fund entered into Shareholder Agreements pursuant to which it
agreed to certain restrictions on its shares. Specifically, North American Gold
& Minerals Fund agreed that, during the period from the date hereof until
November 24, 2012 (the "Restricted Period"), it would not sell, alienate,
pledge, assign, transfer, convey or in any way encumber any of the total
142,500,000 (One hundred and forty two million five hundred thousand) restricted
shares of our Common Stock.
For a period of 2 (Two) years following the end of the Restricted Period, it
would not sell, alienate, pledge, assign, transfer, convey or in any way
encumber more than 2,000,000 (Two million) shares of the restricted shares of
our Common Stock during any consecutive period of 90 (Ninety) days.
The Company's President and Chief Executive Officer, Mr. Ronald Y. Lowenthal is
the President of North American Gold & Minerals Fund.
REDUCTION OF AUTHORIZED SHARE CAPITAL:
The Board of Directors has resolved to immediately reduce the Authorized Share
Capital Company from its current 3,000,000,000 (Three billion) shares of Common
Stock to 300,000,000 (Three hundred million) shares of Common Stock. The
appropriate filing is being made with the Secretary of State in Nevada.
The Authorized shares of Preferred Stock in the amount of 100,000,000 (One
hundred million) will remain unchanged. No shares of Preferred Stock have been
issued by the Company.
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AMENDMENT OF PROMISSORY NOTE:
On December 7, 2010, a Note Holder holding US$29,545 (Twenty nine thousand five
hundred and forty five dollars) in the "Face Note" amount of the Company's
convertible note amended the note. As a result of these amendments, these notes
are no longer convertible into shares of the Company's Common Stock at a price
of US$0.02 (Two cents) per share of Common Stock. Rather, the conversion price
will be at the same price as the Company may sell Common Stock in its first
capital raise of at least US$5,000,000 (Five million dollars) before maturity of
the note in May of 2011. In addition, the interest rate on the notes was reduced
to 3% (Three percent) per annum from 10% (Ten percent) per annum, effective from
the inception of the note. The Note Holder who is not an affiliate of the
Company was compensated for amending his note through the issuance of a total of
492,416 (Four hundred and ninety two thousand four hundred and sixteen)
restricted shares of the Company's Common Stock.
OATMAN GOLD PROJECT ACQUISITION AGREEMENT:
On December 8, 2010, we entered into and closed an agreement to acquire an
additional 37.5% (Thirty Seven and one-half percent) undivided interest in the
22 unpatented placer mining claims included in the Oatman Gold Project (the
"Oatman Gold Project Acquisition Agreement") with Searchlight Strategic
Resources, LLC, Middle Verde Development Co., LLC and the other sellers named
therein, pursuant to which the Company agreed to acquire the interest of the
sellers in the unpatented mining claims, located in Mohave County, Arizona, in
exchange for 24,400,000 (Twenty Four Million Four Hundred Thousand ) shares of
our restricted Common Stock valued at the par value of US$0.00001 per share, as
well as a net smelter returns royalty based on a sliding scale ranging from 1%
(One percent) at a gold spot price of under US$600 (Six hundred dollars) per
ounce to 4% (Four percent) at a gold price over US$1,200 (Twelve hundred
dollars) but less than US$1,500 (One thousand five hundred dollars) per ounce to
8% (Eight percent) at a gold price over US$2,400 (Two thousand four hundred
dollars) per ounce and a 5% (Five percent) net profit interest. This acquisition
brings our total interest in these 22 (Twenty two) unpatented placer mining
claims to 100% (one hundred percent).
OATMAN GOLD PROJECT PROPERTY DESCRIPTION:
The Oatman Gold Project (the "Project") is comprised of approximately 3,600
acres of mining claims in one of Arizona's leading gold producing districts. The
Oatman Gold District is located in the southern portion of the Black Mountains
about 30 miles southwest of Kingman, Mohave County, Arizona, approximately 100
miles southeast of Las Vegas, Nevada. Access is via US Highway 66, which passes
through the central part of the district. The Oatman Gold project has been
assembled over the past 10 years through strategic land acquisition. By
acquiring an interest in these gold mining claims, ASPA Gold Corp is positioning
itself to systematically and economically explore the Oatman Mining District,
which is historically famous for bonanza type epithermal precious metal
deposits.
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Since the original discovery of gold was made in 1863, the Oatman Gold Mining
District, Mohave County, Arizona, has produced approximately 2.2 million ounces
of gold and approximately .08 million ounces of silver from approximately 3.8
million tons of ore.
The Oatman Gold Project includes the "Argo", "King Midas" and "Lexington" Gold
Mines.
(1) The "Argo Gold Mine" is located on the Tom Reed gold vein. The first
work done on the Tom Reed vein was in 1901 when the Gold Road Company
sank the Tom Reed and Ben Harrison shafts to a depth of 100 feet. The
property was bonded in 1904 and a 20-stamp mill was constructed and
some developing and stoping was performed. The Tom Reed Gold Mines
Company purchased the company in 1906 and started producing in 1908.
Total yield from the Tom Reed property from 1908 through 1931 was
approximately $13million (this was at a $20 per ounce gold price).
Also located on the Tom Reed gold vein was the Black Eagle ore body,
which was developed to the 1,100 foot level. On the 900 foot level the
Black Eagle ore body was over 400 feet long and an average of 7 feet
wide. Much of the ore was high grade, with visible free gold. The
United Eastern Mine exploited a north-western portion of the Tom Reed
vein. On the 465 foot level a cross-cut went through 25 feet of ore
with a grade of over one ounce gold per ton. The total yield of the
United Eastern Mine from 1917 to 1926 amounted to approximately $14.8
million (again at a $20 per ounce gold price).
(2) The "King Midas Gold Mine" is located on the next parallel vein south
of the Tom Reed vein. The workings consist of a 310 foot shaft and
several surface cuts on the footwall of an outcrop of a weathered,
northwest-southeast striking rhyolitic dike. Laterals are reported at
the 100 foot, 200 foot and 200 foot levels, with several hundred feet
of lateral drifting from the shaft. There is a second 300 foot shaft
northwest of the first shaft, with levels at 60 feet, 100 feet, 200
feet and 300 feet. During the 1980's, Fischer-Watt Gold conducted a
major drilling campaign in the Oatman area and a portion of ASPA
Gold's central claim block is located within their drilled ground. A
gold resource was reportedly defined and brought into limited
production at the "King Midas Gold Mine" by Fischer-Watt Gold, but the
mine was apparently closed before it was brought into full production.
(3) The "Lexington Gold Mine" is a gold deposit, located on private
property south of the "King Midas Gold Mine", includes approximately
90 acres of patented mineral rights with almost a mile of exposure of
a gold vein system comprised of three known ore bearing veins. Several
of ASPA Gold's unpatented mining claims are located to cover probable
southeast extensions of the mineralized vein structures exploited at
the "Lexington Gold Mine" Group. Numerous productive
northwest-southeast veins, namely the Guilt Edge, Mitchell Golconda,
Leland-Boundary Cone, Gold Key, Boer, Arizona Tom Reed-Gold Dust,
Orion and possibly the Bell and Oatman Queen - Tom Reed Jr. Veins
appear to converge at or near the Lexington Group of claims. This area
of convergence, combined with its location between the large producing
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Gold Road and Tom Reed Mines and central to the district as a whole,
is believed to have a high potential for the discovery of rich ore.
The ASPA Gold Corp. Mining claims also cover several other gold mines that are
located adjacent to these three principal gold mines, including the "Big Johnnie
Gold Mine", "Lucky Boy Gold Mine", "Pictured Rock Gold Mine" and the "Tom Reed
Junior Gold Mine".
An even larger land package is covered by ASPA Gold's claims in the Southern
part of the Oatman Gold Mining District. Of primary interest is the "Oatman
Southern Gold Mine", which has potential as a possible large low-grade
detachment fault gold deposit. The southern claim block also includes the 12
additional gold mines which, upon sampling, may prove to be attractive
exploration targets: "Adams", "Cone", "Esperanza", "Green Quartz", "Lazy Boy","
Oatman Syndicate", "Paragon", "Peerless", "S. Arataba", "United Oatman", "United
Range", and "Wrigley" Gold Mines.
Oatman is one of Arizona's best known gold mining districts, and it was in
continuous production from the early 1900's up until 1942, when President
Roosevelt closed the gold mines during World War II as nonessential to the war
effort. In addition to the Oatman Gold Project, there are other properties in
the Oatman Mining District that have seen substantial gold exploration and
development activity. All of this activity and reported proven reserves or
others in the Oatman Mining District present the opportunity to fill up a mill,
if a mill is built on the Lexington private land. Alternatively, the Project
could look to share a mill owned by one of the other companies that are active
in Oatman.
Oatman Geology Summary
EPITHERMAL GOLD / SILVER DEPOSIT. Oatman is an epithermal gold - silver deposit.
Past production has been from high grade ore shoots in quartz veins hosted by
Tertiary volcanics. A majority of the economic gold mineralization has so far
been found in both the Oatman Andesite (Tom Reed and United Eastern deposits)
and the Gold Road Latite (Gold Road). The Big Jim deposit was located at the
contact between these two rock units. Other volcanic units have also hosted ore,
including the Alcyone Trachyte and the Esperanza Trachyte. The Project includes
all of these rock types.
DETACHMENT FAULT RELATED MINERALIZATION. One of the current theories as to
origin of the gold mineralization is that the deposits resulted from Tertiary
extensional tectonics. Specifically, this theory posits a regional north / south
striking and east dipping detachment fault that dismembered a Tertiary intrusive
system. This left the deep roots of the structure exposed in Nevada and
California and the top, gold-bearing, part of the system exposed to the east in
the Black Mountains of Arizona. The Colorado River has been localized within the
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half-graben between these tilted crustal sections. Steam and hot water generated
during the extensional events is assumed to have migrated up the detachment
fault and then into high angle faults in the upper plate, where the gold and
silver were deposited in the quartz veins that formed in these fissures.
MULTIPLE STAGES OF QUARTZ DEPOSITION. The quartz veins have, in many instances,
been subjected to multiple episodes of gold deposition. Historically, the
highest grade gold ore has been identified as being from quartz of the fourth or
fifth stages of deposition. This type of quartz is found at the Project's
Lexington and Green Quartz mines.
DEEP-SEATED ORE SHOOTS IN EASTERN PART OF DISTRICT; SHALLOW IN WEST. Another
important factor is that gold ore has extended to depths of 1,000 feet or
greater in the eastern part of the district (roughly speaking, the area east of
US Highway 66). However, mines in the western part of the district have
generally played out by 300 feet. The leading theory is that there have been
past instances of uplift and erosion that have affected the western part of the
district more than the eastern. All of the mines included in the Project are in
the more productive eastern part of the district.
GOLD ASSOCIATED WITH RHYOLITE PLUGS AND DIKES. The Company believes that the
co-location of most of the previously mined gold mineralization with rhyolite
plugs and dikes is no accident. The United Eastern and Tom Reed deposits are
located within 1/4 mile of a rhyolite dike and within 1/2 mile of the Elephant's
Tooth, a rhyolite plug. A faulted dike radiating from the Elephant's Tooth
passes near the Big Jim Mine and terminates at the Company's Argo Mine. A
similar, but much larger, rhyolite intrusive (Boundary Cone) is located in the
southern part of the district. A parallel rhyolite dike contacts Precambrian
granite and a breccia unit in the vicinity of the Oatman Southern Mine.
POSSIBLE COPPERSTONE-TYPE DEPOSIT AT OATMAN SOUTHERN. The Oatman Southern
mineralized area is from 40 to 100 feet wide, and is comprised of crushed and
brecciated quartz and andesite with veinlets of rhyolite with some calcite. The
best gold and silver values are in the brecciated quartz. Coincident surface
copper oxide mineralization completes the picture of a typical upper plate
detachment fault gold / copper deposit similar to American Bonanza's Copperstone
Gold Mine. This is of considerable economic interest, as it may mean that the
Oatman Southern gold deposit could be mined by the less expensive open pit
method rather than as an underground mine.
VEIN INTERSECTIONS AS POSSIBLE DRILL TARGETS. In many other gold mining
districts, ore shoots are frequently localized at vein intersections. Four
separate veins unite on the western portion of the Project's Lexington property
and, further to the east the King Midas vein also unites with the Lexington vein
at the Project's Big Johnnie Mine.
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REGIONAL GEOLOGY
The Oatman District lies on the western flank of the Black Mountains, a fault
bounded Tertiary volcanic sequence composed of trachyte, andesite, rhyolite and
basalt, situated at the end of the Basin and Range Provence. These flow, tuffs
and agglomerates accumulated to a total thickness ranging from 4000 to 5000
feet. Evidence strongly suggests the volcanic center is in the Oatman area.
The lowermost rocks of the volcanic sequence, which overlay Precambrian
granites and metamorphics, have been divided into three parts consisting of the
Alcyone trachyte, the Oatman andesite and the Gold Road latite. These three
units are probably differentiates of the same magma source since they are
chemically and mineralogically very similar. They have been described separately
to facilitate geologic mapping because they, particularly the Oatman andesite
and the Gold Road latite, are the most important ore hosts in the district. The
designation of the Oatman and Gold Road units as andesite and latite are miners'
terms and may not reflect the true petrology of the rocks. Both units are made
up of several andesitic and latitic subunits, with the Oatman andesite being
predominately green and the Gold Road latite being mostly red-brown to gray.
Continued Tertiary volcanic activity in the region produced rhyolitic and other
latitic lavas and tuffs including the Sitgraves tuff which overlies the Gold
Road latite. It is believed that the gold mineralization occurred subsequent to
these eruptions and was followed by an eruptive capping of basalt, which
probably originated some miles east of the Oatman District.
Generally north-south trending faults have elevated the area after cessation of
volcanic activity. This faulting has also caused a generally easterly dip to the
volcanic units. The general strike of the major faults of the district is
northwest-southeast and it is these structures that contain the productive veins
in the district. These faults have normal offsets of varying displacement. The
Tom Reed and the Gold Road structures have up to 500 feet of vertical
displacement in the mined areas. The dip direction varies, with the Tom Reed
structure and those to the east of it having a north-easterly dip, while those
in the western and southern parts of the district predominantly dip to the
southwest.
LOCAL GEOLOGY
Within the central portion of the past productive part of the district the
principal geologic feature is a thick sequence of the Oatman Formation
conformably overlain by the Gold Road Formation. These rocks are cut by a series
of northwest trending, north dipping faults. These faults radiate from a central
point near the center of a circular feature that has been identified from high
altitude aerial photographs. This five mile diameter feature is identified on
the ground as a series of concentric fractures and joints with little or no
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displacement, and inwardly dipping faults and dikes. These may be reflective of
concentric fractures developed during the ascent or decent of a magma within a
near surface magma chamber.
The northwest-southeast radial faults locally show significant dip slip
displacement, roughly estimated at 300 to 600 feet along portions of the
principal faults. These radial faults acted as zones of weakness into which the
rhyolite dikes and plugs were intruded and also form the structural host for
most of the large past productive ore shoots.
As the major radial faults are traced from the central radiating point to the
southeast, maximum displacement is found near the town of Oatman. To the
southeast beyond the photo-mapped concentric fracture the faults split into many
faults of small displacement. Approximately two miles beyond the concentric
fractures the major radial fractures appear to die out. The largest and highest
grade ore shoots at Oatman occur along the radial fractures, principally the Tom
Reed and Gold Road faults, and most ore has been produced from within a one-mile
radius from the town of Oatman and within the general area where the radial
faults intersect the faults and joints of the concentric feature.
Post mineral fault movement has also occurred along the radial fractures with
displacements of up to 400 feet along the south dipping Mallery fault and the
north dipping Oatman fault. This post mineral movement has locally brecciated
otherwise coherent veins, providing avenues for secondary enrichment in
instances of minor movement; but, in the case of both the Mallory and Oatman
faults, it displaced productive ore shoots over 400 feet.
ALTERATION
Vein associated alteration is a broadly distributed propylitic alteration which
envelops a more restricted ore shoot related to illitic alteration. Immediately
above the ore, at 50 to 100 feet, massive silicification may occur. The majority
of past productive shoots show no outcropping ore or vein material. Their only
surface expression is subtly altered volcanics which give no distinctive
geochemical anomaly.
Propylitically altered rocks contain chlorite and pyrite as irregular blebs and
veinlets in the groundmass of the rocks, and as chlorite and pyrite replacements
on crystal edges and crystal twin planes and cleanages. Pyroxenes are altered to
chlorite. Pale green chlorite floods potassium feldspars and brownish-green
chlorite replaces pyroxenes, plagioclase and the groundmass. Epidote is
uncommon, but when encountered is as coatings on joints and as crystalline
druses in vesicles.
Illictically altered rocks contain large amounts of illite with small amounts of
montmorillonite. Illite replaces feldspar phenocrysts as a mosaic of minute
crystals and replaces the rock groundmass as a flooding of the rock along
crystal boundaries. Microveinlets of illite are common. Clays and illite are
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usually present replacing feldspars. In weakly illitized rock, illite crystals
form on the rims of phenocrysts and fill microveinlets only.
Silicification is characterized by the introduction of quartz. Silicified vein
outcrops stand in bold relief above the surrounding rocks. Quartz is found along
micro and macro fractures and often replaces phenocrysts and groundmass as a
mosaic of interlocking subhedral crystals. The rock color is reddened or
browned. Pyroxenes appear less silicified than the feldspars. Minute pyrite
cubes are common in the groundmass.
ORE AND ORE CONTROLS
The gold and silver ores found in Oatman are epithermal deposits which are
defined as products of volcanism-related hydrothermal activity at shallow depths
and low temperatures. Deposition normally takes place within about 1 km of the
surface and in the temperature range of 50 to 200oC. Most deposits are in the
form of siliceous vein fillings, irregular branching fissures, stockworks,
breccia pipes, vesicle fillings and disseminations. . Replacement textures are
recognized in many of the ore, but open space fillings are common and in most
deposits are the dominant forms of emplacement. Drusy cavities, comb structures,
crustifications, and symmetrical banding are generally conspicuous.
The ore bodies at Oatman consist of quartz, calcite, adularia, chlorite and
electrum fissure fillings, with ore occurring in discreet ore shoots within
otherwise barren to very sub-ore grade quartz veins. Most veins show evidence of
penecontemporaneous and post-ore fault movement, as well as the pre-ore faulting
that created the original fissure. No vein is mineralized equally throughout its
strike or dip length. In some segments of any vein, zones of gouge and breccia
separate other zones of quartz and calcite vein fillings. Some veins, such as
the upper levels of the Gold Road, are simple tabular bodies with sharp wall
rock contacts; however, most veins and most ore bodies are stringer zones of
quartz and calcite veins cutting through blocks and horses of silicified latite.
The ore is comprised, in generally decreasing order of abundance, of quartz,
calcite, adularia and chlorite. Gold occurs as microscopic grains of electrum;
visible gold is very rare. The electrum contains variable amounts of silver, but
secondarily enriched gold contains less than 10% silver. Gold tenor increases
with an increase in adularia in the vein and also with an increase in vein
chlorite. Sulphides are notable for their absence. Pyrite is present in altered
wall rocks but is exceedingly scarce in the veins.
The quartz is reported to have been introduced in five stages, each apparently
separated by a period of fracturing that allowed the subsequent quartz stage to
enter and precipitate in the veins.
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Recent detailed studies recognized three major ore controls at Oatman:
structural, stratigraphic and aerial. These controls to ore deposition are
summarized below:
1. Structure: Ore is commonly localized on the northwest flanks of
concave east bends;
2. Stratigraphy: Ore is wider and higher grade if hosted by the Oatman
latite;
3. Elevation/location: The ore interval is thicker and is higher in
elevation if near or slightly northeast of the town of Oatman.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
ISSUANCE OF SHARES PURSUANT TO OATMAN GOLD PROJECT ACQUISITION AGREEMENT:
Simultaneously with the closing under the Oatman Gold Project Acquisition
Agreement, we issued an aggregate of 6,400,000 (Six million four hundred
thousand) restricted shares of common stock of the Company. The securities were
issued to 1 (One) non-U.S. person (as that term as defined in Regulation S of
the Securities Act of 1933), in an offshore transaction relying on Regulation S
and/or Section 4(2) of the Securities Act of 1933.
Simultaneously with the closing under the Oatman Gold Project Acquisition
Agreement, we issued an aggregate of 18,000,000 (Eighteen million) restricted
shares of common stock of the Company. The securities were issued to 3 (Three)
U.S. persons, as that term is defined in Regulation S of the Securities Act of
1933, relying on Section 4(2) of the Securities Act and/or Rule 506 of
Regulation D, promulgated under the United States Securities Act of 1933, as
amended.
ISSUANCE OF SHARES PURSUANT TO NOTE HOLDER AMENDMENT AGREEMENT:
Simultaneously with the closing under the Amendment to the Note Holder
Agreement, we issued an aggregate of 492,416 (Four hundred and ninety two
thousand four hundred and sixteen) restricted shares of the Company's Common
Stock. The securities were issued to 1 (One) U.S. person, as that term is
defined in Regulation S of the Securities Act of 1933, relying on Section 4(2)
of the Securities Act and/or Rule 506 of Regulation D, promulgated under the
United States Securities Act of 1933, as amended.
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ITEM 9.01 EXHIBITS
10.1 ASPA Gold Corp. Shareholder Agreement dated December 9, 2010 executed
by North American Gold & Minerals Fund
10.2 Renaissance BioEnergy, Inc. Promissory Note dated June 1, 2010 for
US$29,545 face amount payable to the Roger F. Ruttenberg Trust
10.3 ASPA Gold Corp. Amendment of Promissory Note of Point Roger F.
Ruttenberg Trust dated December 7, 2010
10.4 ASPA Gold Corp. Cancellation of Common Stock of David Arthun dated
December 8, 2010
10.5 ASPA Gold Corp. Cancellation of Common Stock of Samuel Gulko dated
December 8, 2010
10.6 ASPA Gold Corp. Cancellation of Common Stock of Brighton Capital, Ltd.
dated December 8, 2010
10.7 ASPA Gold Corp. Cancellation of Common Stock of Point North
Investments, LLC dated December 8, 2010
10.8 ASPA Gold Corp. Cancellation of Common Stock of Proteus, Inc. dated
December 8, 2010
10.9 ASPA Gold Corp. Cancellation of Common Stock of Reasby Company, Ltd.
dated December 8, 2010
10.10 ASPA Gold Corp. Shareholder Agreement dated December 8, 2010 executed
by Point North Investments, LLC
10.11 ASPA Gold Corp. Shareholder Agreement dated December 8, 2010 executed
by Samuel Gulko
10.12 ASPA Gold Corp. Shareholder Agreement dated December 8, 2010 executed
by Brighton Capital, Ltd.
10.13 ASPA Gold Corp. Shareholder Agreement dated December 8, 2010 executed
by Scott Pummill
99.1 Oatman Gold Project Acquisition Agreement dated December 8, 2010 among
ASPA GOLD CORP., f/k/a Renaissance Bioenergy Inc., Searchlight
Strategic Resources and the other sellers identified therein
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated this 9th day of December, 2010.
ASPA GOLD CORP.,
BY: /s/ Ronald Yadin Lowenthal
--------------------------------------
Name: RONALD YADIN LOWENTHAL
Title: PRESIDENT & CHIEF EXECUTIVE OFFICER
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