Attached files

                                                                    Exhibit 99.1

                            SHARE EXCHANGE AGREEMENT

     THIS SHARE EXCHANGE  AGREEMENT (the "Agreement") dated November 29, 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 31,000,000  (Thirty One Million) shares (the
"RENS Shares") of restricted common stock, par value $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  885,714  (Eight  hundred  eighty five
thousand seven hundred  fourteen)  restricted  shares of common stock, par value
$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 November  29, 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:
BACKYARD STUFF, INC.



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

WIND POWER ENERGY INTERNATIONAL, LLC


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

                                       2

GOLDEN FUSION INVESTMENT LIMITED


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




                                       3

                                   EXHIBIT "A"

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

Backyard Stuff, Inc.                        10,000,000              285,714
Wind Power Energy International, LLC        10,000,000              285,714
Golden Fusion Investment Limited            11,000,000              314,286
                                            ----------              -------
                          Total             31,000,000              885,714