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                                                                    Exhibit 99.1
                            SHARE EXCHANGE AGREEMENT

     THIS SHARE EXCHANGE  AGREEMENT (the "Agreement")  dated December 8, 2010 by
and  between  the  shareholders  of ASPA Gold Corp.  Identified  in Exhibit  "A"
attached  hereto (the "ASPA Holders") and North American Gold & Minerals Fund, A
Nevada  Corporation  ("North  American") is made with reference to the following
facts:

     ASPA Holders  collectively own 34,100,000  (Thirty four million one hundred
thousand)  shares (the "RENS  Shares") of  restricted  common  stock,  par value
US$0.00001  per share,  of ASPA Gold Corp., a Nevada  corporation  (OTCBB Ticker
Symbol: "RENS"). The ASPA Holders desire to exchange The RENS Shares for 757,777
(Seven  hundred  and fifty seven  thousand  seven  hundred  and  seventy  seven)
restricted shares of Common Stock, par value US$0.001,  of North American (OTCBB
Ticker Symbol "NMGL") (the "NMGL  Shares");  and North American  wishes to issue
the NMGL shares and exchange  them for the RENS  Shares,  all upon the terms and
subject to the conditions herein set forth;

     NOW THEREFORE,  the parties,  intending to be legally  bound,  agree to the
following:

1.   THE RENS SHARES.

     At the Closing,  the ASPA Holders shall deliver  certificates  representing
     the RENS  Shares  to North  American,  and  North  American  shall  deliver
     certificates  representing  the NMGL Shares to the ASPA Holders.  Each ASPA
     Holder  shall  receive  the  number of NMGL  Shares set forth for such ASPA
     Holder in Exhibit A. The Closing shall be held at the offices of one of the
     parties' attorneys, or through the mails, on December 9, 2010 or such later
     date as the parties shall agree. The certificates for the RENS Shares shall
     be delivered together with stock powers endorsed in favor of North American
     and bearing a medallion  stamped  signature  guarantee or, if acceptable to
     ASPA Gold Corp. and its transfer agent, a notarized stock power may instead
     be delivered.

2.   OWNERSHIP OF THE SHARES.

     ASPA Holders are the sole legal,  record and  beneficial  owner of the RENS
     Shares.  Each of ASPA  Holders  has good and  marketable  title to the RENS
     Shares and the RENS  Shares  are and at Closing  shall be free and clear of
     all liens, pledges, mortgages,  charges, security interests or encumbrances
     of any kind or nature. There are no outstanding options, warrants or rights
     to purchase  the RENS Shares other than  through  this  Agreement.  No ASPA
     Holder is an officer,  director,  insider or  affiliate  of ASPA Gold Corp.
     Each ASPA Holder is an  "accredited  investor"  and is  acquiring  the NMGL
     Shares for investment and not with a view to distribution.

3.   THE NMGL SHARES.

     The NMGL  Shares  shall be duly  authorized  and  validly  issued  by North
     American and non-assessable.

3.   NO BROKER FEE.

     Neither  party  has used a broker in this  transaction,  nor does no person
     have a valid claim for a broker's or finder's  fee for the  exchange of the
     RENS Shares for the NMGL Shares under this Agreement.

4.   MISCELLANEOUS.

     This Agreement shall apply to and shall be binding upon the parties hereto,
     their  respective  successors  and  assigns and all  persons  claiming  by,
     through or under any of the aforesaid persons.  This Agreement  constitutes
     the entire agreement between the parties hereto with respect to the subject
     matter hereof and supersedes all other prior agreements and  understandings
     between  the  parties  with  respect to the  subject  matter  hereof.  This
     Agreement and all  transactions  contemplated  in this  Agreement  shall be
     governed  by,  construed  and enforced in  accordance  with the laws of the
     State  of  Nevada.  In the  event  that  any one or more of the  provisions
     contained  in  this   Agreement,   or  the   application   thereof  in  any
     circumstances, is held invalid, illegal or unenforceable in any respect for
     any reason, the validity, legality and enforceability of any such provision
     in every other  respect and of the remaining  provisions  contained in this
     Agreement  shall not be in any way  impaired,  it being  intended  that all
     rights,  powers and  privileges of the parties shall be  enforceable to the
     fullest  extent  permitted  by  law.  This  Agreement  may be  executed  in
     counterparts,  each of which shall be deemed to be an  original  and all of
     which shall be deemed to be one and the same instrument.

Executed and delivered as of the day and year first above written:


NORTH AMERICAN:
NORTH AMERICAN GOLD & MINERALS FUND


By /s/
  ---------------------------------
  RONALD Y. LOWENTHAL


ASPA HOLDERS:
THE McINTYRE BAUMAN NEW JERSEY TRUST


By /s/
  ---------------------------------
  Duly Authorized

                                   EXHIBIT "A"

                                             RENS Shares        NMGL Shares
           Seller                             Exchanged          Received
           ------                             ---------          --------

The McIntryre Bauman New Jersey Trust         34,100,000          777,777
                                              ----------          -------

                         Total                34,100,000          777,77