Attached files
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
November 26, 2010
Date of Report (Date of earliest event reported)
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)
888-717-2221
(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 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE-SHEET ARRANGEMENT OF A REGISTRANT
NORTH AMERICAN GOLD & MINERALS FUND UNSECURED LINE OF CREDIT
On November 29, 2010, the Company entered into a Line of Credit Loan Agreement
(Unsecured) with North American Gold & Minerals Fund, pursuant to which the
Company may borrow up to US$1,000,000 (One million dollars) on a revolving basis
in order to pay trade payables, for working capital purposes and, with the
lender's consent, for retirement of the Company's existing promissory notes. The
term of the loan agreement is one year and it is non-interest bearing until
maturity; thereafter the interest rate is 3% (Three percent) per annum. At its
option, the Company may repay any loans under the facility by converting the
loan to common stock of the Company at the same price per share as the Company
may sell common stock in its first capital raise of at least US$5,000,000 (Five
million dollars). The loan agreement contains customary representations and
warranties, conditions, covenants and events of default.
AMENDMENT OF PROMISSORY NOTES
On November 30, 2010, Note holders holding US$112,271 (One hundred and twelve
thousand two hundred and seventy one dollars) in the "Face Note" amount of the
Company's convertible notes amended the notes. 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. 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
notes 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 notes. One of the Note holders holding US$11,818 (Eleven
thousand eight hundred and eighteen dollars) in principal amount of the notes
who is not an affiliate of the Company was compensated for amending his note
through the issuance of a total of 196,966 (One hundred and ninety six thousand
nine hundred and sixty six) restricted shares of the Company's common stock.
CANCELLATION OF DEFERRED COMPENSATION
On November 30, 2010, Scott Pummill, David Arthun, Samuel Gulko and Jeffrey
Wolin cancelled a total of US$277,371 (Two hundred and seventy seven thousand
three hundred and seventy one dollars) of deferred compensation owed to them by
the Company in their capacities as present or former directors or officers. As a
result, the deferred compensation obligations of the Company were eliminated.
2
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATION ARRANGEMENTS OF
CERTAIN OFFICERS
On November 26, 2010, the Board of Directors increased its size to 4 (Four)
Members and elected Mr. Ronald Yadin Lowenthal, the Company's President and
Chief Executive Officer, to the additional Board seat.
On November 28, 2010, we entered into a 2-year service agreement with Mr. Ronald
Yadin Lowenthal, our President and Chief Executive Officer. As compensation
under the agreement, we have agreed to issue 300,000 (Three hundred thousand)
restricted shares of our common stock. Mr. Lowenthal has agreed that these
300,000 (Three hundred thousand) restricted shares of our Company's common stock
will not be in any manner be assigned, pledged, sold, lent or in any way
alienated for a period of 2 (Two) years commencing from the date of the
agreement and terminating on November 25, 2012. As a signing bonus, we have
agreed to issue 200,000 (Two hundred thousand) restricted shares of our common
stock to Mr. Lowenthal. Mr. Lowenthal has agreed that these 200,000 (Two hundred
thousand) restricted shares of our Company's common stock will not be in any
manner be assigned, pledged, sold, lent or in any way alienated for a period of
3 (Three) years commencing from the date of the agreement and terminating on
November 25, 2013.
ITEM 8.01 OTHER EVENTS
NAME CHANGE
On November 29, 2010, FINRA indicated that the processing of the name change to
ASPA Gold Corp. from Renaissance BioEnergy Inc. had been completed and that the
name change would be effective at the opening of business on December 1, 2010.
The Company's OTC BB trading symbol ("RENS") will remain unchanged.
PURCHASE OF SHARES BY NORTH AMERICAN GOLD & MINERALS FUND
The Company has been advised that North American Gold & Minerals Fund has
acquired from certain of the Company's shareholders a total of 84,000,000
(Eighty Four Million) shares of the Company's Common Stock, par value US$0.00001
per share, in two purchases made on November 26, 2010 and November 29, 2010. Our
shares of outstanding Common Stock amounted to 342,948,988 (Three hundred and
forty two million nine hundred and forty eight thousand nine hundred and eighty
eight) as at November 30, 2010. This constituted 24.49% of the Company's
enlarged issued and outstanding Common Stock as of November 30, 2010. In
connection with its purchase of these Shares, North American Gold & Minerals
Fund entered into two 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
3
(the "Restricted Period"), it would not sell, alienate, pledge, assign,
transfer, convey or in any way encumber any of the 84,000,000 (Eighty four
million) 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.
LEASE OF OATMAN PATENTED GOLD MINING CLAIMS
On November 30, 2010, we entered into a mineral and mining lease of 7 (Seven)
patented mining claims included in the Oatman Gold Project (the "Oatman Lease")
with The McIntyre / Bauman New Jersey Trust dated December 15, 2001, pursuant to
which the Company agreed to lease these mineral rights in exchange for
34,100,000 (Thirty Four Million One 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 (One thousand two 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. There is a minimum royalty of
US$200,000 (Two hundred thousand) per year payable annually in arrears. The
Oatman Lease is for a term of 3 (Three) years, and the Company may renew the
Oatman Lease for up to 3 (Three) renewal terms of 3 (Three) years each. The
leased patented mining claims include the historic "Lexington" and "Big Johnnie"
Gold Mines.
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.
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.
4
(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 northwestern 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", and 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
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. Gold 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".
5
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
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
6
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.
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.
7
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 northeasterly 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
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
8
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
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.
9
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 form 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. Sulfides 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.
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.
10
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
Simultaneously with the closing under the Oatman Gold Project Acquisition
Agreement, we issued an aggregate of 34,100,000 (Thirty Four Million One Hundred
Thousand) restricted shares of common stock of the Company. The securities were
issued to 1 (One) 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.
On November 26, 2010, we instructed our transfer agent to issue 500,000 (Five
hundred thousand) shares of restricted common stock, par value US$0.00001 per
share, to Mr. Lowenthal pursuant to his Employment and Service Agreement with
the Company.
Simultaneously with the amendment of our promissory notes, we issued an
aggregate of 689,382 (Six Hundred and eighty nine thousand three hundred and
eighty two) restricted shares of common stock of the Company. The securities
were issued to 2 (Two) 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.
ITEM 9.01 EXHIBITS
10.1 Employment and Service Agreement dated November 26, 2010 between ASPA
Gold. Corp. and Ronald Yadin Lowenthal.
10.2 Line of Credit Loan Agreement (Unsecured) dated November 29, 2010
between North American Gold & Minerals Fund and ASPA Gold Corp.
10.3 Renaissance BioEnergy Inc. Promissory Note dated May 25, 2010 for
US$88,635 principal amount payable to Point North Investments, LLC
10.4 Renaissance BioEnergy Inc. Promissory Note dated May 25, 2010 for
US$11,818 principal amount payable to Samuel Gulko
10.5 Renaissance BioEnergy Inc. Promissory Note dated May 26, 2010 for
US$11,818 principal amount payable to James F. Franco
11
10.6 ASPA Gold Corp. Amendment of Promissory Note of Point North
Investments, LLC dated November 30, 2010
10.7 ASPA Gold Corp. Amendment of Promissory Note of Samuel Gulko dated
November 30, 2010
10.8 ASPA Gold Corp. Amendment of Promissory Note of James F. Franco dated
November 30, 2010
10.9 ASPA Gold Corp. Cancellation of Accrued Compensation of David Arthun
dated November 30, 2010
10.10 ASPA Gold Corp. Cancellation of Accrued Compensation of Samuel Gulko
dated November 30, 2010
10.11 ASPA Gold Corp. Cancellation of Accrued Compensation of Scott Pummill
dated November 30, 2010
10.12 ASPA Gold Corp. Cancellation of Accrued Compensation of Jeff Wolin
dated November 30, 2010
10.13 ASPA Gold Corp. Shareholder Agreement dated November 24, 2010 executed
by North American Gold & Minerals Fund
10.14 ASPA Gold Corp. Shareholder Agreement dated November 29, 2010 executed
by North American Gold & Minerals Fund
99.1 Oatman Mineral and Mining Lease dated November 30, 2010 between ASPA
GOLD CORP., f/k/a Renaissance BioEnergy Inc. and The McIntyre / Bauman
New Jersey Trust dated December 15, 2001
12
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 1st day of December, 2010.
ASPA GOLD CORP.,
f/k/a RENAISSANCE BIOENERGY INC.
BY: /s/ Ronald Yadin Lowenthal
--------------------------------------
Name: RONALD YADIN LOWENTHAL
Title: PRESIDENT & CEO
1
