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
Date of Report (Date of earliest event reported) December 9, 2010
NORTH AMERICAN GOLD & MINERALS FUND
(Exact name of registrant as specified in its charter)
Nevada 333-141426 N/A
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
848 N. Rainbow Blvd., # 3003, Las Vegas, NV 89107
(Address of principal executive offices) (Zip Code)
(702) 635-8146
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
Simultaneously with the closing under the RENS Share Exchange Agreement, we
issued an aggregate of 142,223 (one hundred forty two thousand two hundred
twenty three) restricted shares of Common Stock of the Company. The securities
were issued to one (1) 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 RENS Share Exchange Agreement, we
issued an aggregate of 399,999 (Three hundred ninety nine thousand nine hundred
ninety nine) 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.
ITEM 8.01 OTHER EVENTS
On December 9, 2010, we entered into a Share Exchange Agreement (the "RENS Share
Exchange Agreement") with the holders of 24,400,000 (Twenty four million four
hundred thousand) restricted shares of Common Stock of ASPA Gold Corp. ("ASPA
Gold"), formerly known as Renaissance BioEnergy Inc., (OTC BB Ticker Symbol:
"RENS") pursuant to which we acquired these shares in exchange for 542,222 (Five
hundred and forty two thousand two hundred and twenty two) newly issued
restricted shares of our Common Stock. ASPA Gold Corp.'s assets include a 100%
undivided interest in the 22 (Twenty two) unpatented placer Mining Claims, a
100% (One hundred percent) interest in 15 (Fifteen) unpatented lode mining
claims and a Minerals & Mining Lease of 7 (Seven) patented Mining Claims
included in the Oatman Gold Project. ASPA Gold Corp is positioned to become a
far more substantial Gold & Exploration Company in the coming months.
On December 9, 2010 we entered into an agreement with ASPA Gold Corp. We agreed
that, during the period from the date hereof until November 24, 2012 (the
"Restricted Period"), we will not sell, alienate, pledge, assign, transfer,
convey or in any way encumber any of the 24,400,000 (Twenty four million four
hundred thousand) restricted shares of ASPA Gold Corp. Common Stock. For a
period of 2 (Two) years following the end of the Restricted Period, we will 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 ASPA Gold Corp.
Common Stock during any consecutive period of 90 (ninety) days.
In our agreements with ASPA Gold Corp. we agreed that, during the period from
the date hereof until November 24, 2012 (the "Restricted Period"), we will not
sell, alienate, pledge, assign, transfer, convey or in any way encumber any of
the 142,500,000 (One hundred and eighteen million one hundred thousand)
restricted shares of ASPA Gold Corp. Common Stock held by ourselves. For a
period of 2 (Two) years following the end of the Restricted Period, we will not
sell, alienate, pledge, assign, transfer, convey or in any way encumber more
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than 2,000,000 (Two million) shares of the restricted shares of ASPA Gold Corp.
Common Stock during any consecutive period of 90 (ninety) days.
We hold a total amount of 142,500,000 (One hundred forty two million five
hundred thousand) restricted shares of ASPA Gold Corp. Common Stock representing
71.38% of the outstanding shares of Common Stock of ASPA Gold Corp. as at
December 9, 2010. An amended Schedule 13D in respect in our stockholding in ASPA
Gold Corp. was filed. We are now the controlling stockholder of ASPA Gold Corp.
After this issue of additional shares of our Common Stock, our number of
outstanding shares of Common Stock is 237,069,997.
ITEM 9.01 EXHIBITS
99.1 Share Exchange Agreement dated December 9, 2010 among North American
Gold & Minerals Fund, Searchlight Strategic Resources, LLC and the
other sellers named therein.
99.2 ASPA Gold Corp. Shareholder Agreement dated December 9, 2010 executed
by North American Gold & Minerals Fund
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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.
NORTH AMERICAN GOLD & MINERALS FUND
/s/ Ronald Yadin Lowenthal
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Ronald Yadin Lowenthal
President and Director
December 16, 2010
