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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 ¼ mile of a rhyolite dike and within ½ 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.< /div>

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 John Mine.

COMPETITION

We do not compete directly with anyone for the exploration or removal of minerals from these properties as we hold interest and rights to our acquired interest in the claims. Readily available commodities markets exist in the U.S. and around the world for the sale of gold, silver and other minerals. Therefore, we will likely be able to sell any minerals that we are able to recover. We will be subject to competition and unforeseen limited sources of supplies in the industry in the event spot shortages arise for supplies such as dynamite, and certain equipment such as bulldozers and excavators that we will need to conduct exploration. If we are unsuccessful in securing the products, equipment and services we need we may have to suspend our exploration plans until we are able to do so.

BANKRUPTCY OR SIMILAR PROCEEDINGS

There has been no bankruptcy, receivership or similar proceeding.

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REORGANIZATIONS, PURCHASE OR SALE OF ASSETS

Except for the acquisition of our interest in the Oatman Gold Project reported above, there have been no material reclassifications, mergers, consolidations, or purchase or sale of a significant amount of assets not in the ordinary course of business.

COMPLIANCE WITH GOVERNMENT REGULATION

Our gold exploration program in Arizona will be subject to state and federal regulations regarding environmental considerations. All operations involving the exploration for the production of minerals are subject to existing laws and regulations relating to exploration procedures, safety precautions, employee health and safety, air quality standards, pollution of streams and fresh water sources, odor, noise, dust and other environmental protection controls adopted by federal, state and local governmental authorities as well as the rights of adjoining property owners. We may be required to prepare and present to federal, state or local authorities data pertaining to the effect or impact that any proposed exploration for or production of minerals may have upon the environment. All requirements imposed by any such authorities may be costly, time consuming and may delay commencement or continuation of exploration or production operations. Future legislation may significantly emphasize the protection of the environment, and, as a consequence, our activities may be more closely regulated to further the cause of environmental protection. Such legislation, as well as further interpretation of existing laws in the United States, may require substantial increases in equipment and operating costs and delays, interruptions, or a termination of operations, the extent of which cannot be predicted. Environmental problems known to exist at this time in the United States may not be in compliance with regulations that may come into existence in the future. This may have a substantial impact upon the capital expenditures required of us in order to deal with such problem and could substantially reduce earnings.

The regulatory bodies that directly regulate our activities related to the Oatman Gold Project are the Bureau of Land Management (BLM) (Federal) and the Arizona Department of Environmental Quality (ADEQ) (State).

PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR CONTRACTS

We have no current plans for any registrations such as patents, trademarks, copyrights, franchises, concessions, royalty agreements or labor contracts related to our interest in the Oatman Gold Project.

NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES

We are not required to apply for or have any government approval for our products or services.

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RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS

We do not anticipate expending any funds for research and development on an ongoing basis related to our interest in the Oatman Gold Project.

NUMBER OF EMPLOYEES

We do not presently have any employees related to the Oatman Gold Project. There are presently no employees in our bioenergy business.

REPORTS TO SECURITIES HOLDERS

We file an Annual Report on Form 10-K that includes audited financial information, which is available to our shareholders. We make our financial information equally available to any interested parties or investors through compliance with the disclosure rules of Regulation S-K for a small business issuer under the Securities Exchange Act of 1934. We are subject to disclosure filing requirements including filing Form 10-K annually and Form 10-Q quarterly. In addition, we will file Form 8K and other proxy and information statements from time to time as required. We do not intend to voluntarily file the above reports in the event that our obligation to file such reports is suspended under the Exchange Act. The public may read and copy any materials that we file with the Securities and Exchange Commission, ("SEC"), at the SEC's Publ ic Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

RISK FACTORS

As a result of the Company’s acquisition of its interest in the Oatman Gold Project, the Company has now entered into mining and mineral exploration in addition to the existing bioenergy business. Accordingly, there are additional risk factors related to our business that are stated below.

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Risks Related to Our Business

Investment in our common stock involves very significant risks.

An investment in our common stock involves a number of very significant risks. You should carefully consider the following known material risks and uncertainties in addition to other information in this prospectus in evaluating our company and its business before purchasing shares of the Company's common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following known material risks. The risks described below are not the only ones facing our company. Additional risks not presently known to us may also impair our business operations. You could lose all or part of your investment due to any of these risks.

We will require additional financing in order to commence and sustain exploration.

We will require significant additional financing in order to maintain an exploration program and an assessment of any commercial viability of our mineral properties. As our mineral properties do not contain any reserves or any known body of economic mineralization, we may not discover commercially exploitable quantities of ore on our mineral properties that would enable us to enter into commercial production, achieve revenues, and recover the money we spend on exploration. Exploration activities on our mineral properties may not be commercially successful, which could lead us to abandon our plans to develop the property and its investments in exploration. Additionally, future cash flows and the availability of financing will be subject to a number of variables, including potential production and the market prices of gold. Further, debt fi nancing could lead to a diversion of cash flow to satisfy debt-servicing obligations and create restrictions on business operations.

We have not begun the initial stages of exploration of our claims, and thus have no way to evaluate the likelihood whether we will be able to operate our business successfully.

We are a new entrant into the gold and other precious metals exploration and development industry without a profitable operating history. As a result, there is only limited historical financial and operating information available on which to base your evaluation of our performance. We have not earned any revenues and we have never achieved profitability as of the date of this prospectus. Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in the light of problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. We have no history upon which to base any assumption as to the likelihood that our business will prove successful, and we can provide no assurance to investors that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks our business will likely fail and you will lose your entire investment in this offering.

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We have received a going concern opinion from our independent auditors report accompanying our May 31, 2009 and May 31, 2010 financial statements.

The independent auditor's report accompanying our May 31, 2009 and May 31, 2010 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that the Company will continue as a “going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. Our ability to continue as a going concern is dependent on raising additional capital to fund our operations and ultimately on generating future profitable operations. There can be no assurance that we will be able to raise sufficient additional capital or eventually have positive cash flow from operations to address all of our cash flow needs. If we are not able to find alternative sources of cash or generate positive cash flow from operations, our business will be materially and adversely affected and our shareholders will lose their entire investment.

We plan to acquire additional mineral exploration properties, which may create substantial risks.

As part of our growth strategy, we intend to acquire additional minerals exploration properties. Such acquisitions may pose substantial risks to our business, financial condition, and results of operations. In pursuing acquisitions, we will compete with other companies, many of which have greater financial and other resources to acquire attractive properties. Even if we are successful in acquiring additional properties, some of the properties may not produce revenues at anticipated levels, or failure to develop such prospects within specified time periods may cause the forfeiture of the lease in that prospect. There can be no assurance that we will be able to successfully integrate acquired properties, which could result in substantial costs and delays or other operational, technical, or financial problems. Further, acquisitions could dis rupt ongoing business operations. If any of these events occur, it would have a material adverse effect upon our operations and results from operations.

If we do not find a joint venture partner for the continued development of our claims, we may not be able to advance exploration work.

If the initial results of an exploration program are successful, we may try to enter a joint venture agreement with a partner for further exploration and possible production of our claims. We would face competition from other junior mineral resource exploration companies who have properties that they deem to be the most attractive in terms of potential return and investment cost. In addition, if we enter into a joint venture agreement, we would likely assign a percentage of our interest in the claims to the joint venture partner. If we are unable to enter into a joint venture agreement with a partner, we may fail and you will lose your entire investment in this offering.

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Because of the speculative nature of mineral property exploration, there is substantial risk that no commercially exploitable minerals will be found and our business will fail.

Exploration for minerals is a speculative venture necessarily involving substantial risk. We can provide investors with no assurance that our claims contain commercially exploitable reserves. The exploration work that we intend to conduct on the claims may not result in the discovery of commercial quantities of gold, silver or other minerals. Problems such as unusual and unexpected rock formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan and you would lose your entire investment in this offering.

Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business.

The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. If a hazard were to occur, the costs of rectifying the hazard may exceed our asset value and cause us to liquidate all our assets resulting in the loss of your entire investment in this offering.

The potential profitability of mining gold properties if economic quantities of silver is found is dependent upon many factors and risks beyond our control, including, but not limited to:

·	unanticipated ground and water conditions and adverse claims to water rights;

·	geological problems;

·	metallurgical and other processing problems;

·	the occurrence of unusual weather or operating conditions and other force majeure events;

·	lower than expected ore grades;

·	accidents;

·	delays in the receipt of or failure to receive necessary government permits;

·	delays in transportation;

·	labor disputes;

·	government permit restrictions and regulation restrictions;

·	unavailability of materials and equipment; and

·	the failure of equipment or processes to operate in accordance with specifications or expectations.

The risks associated with exploration and development and, if applicable, mining as described above could cause personal injury or death, environmental damage, delays in mining, monetary losses and possible legal liability. We are not currently engaged in mining operations because we are in the exploration phase and have not yet any proved gold reserves. We do not presently carry property or liability insurance nor do we expect to get such insurance for the foreseeable future. Cost effective insurance contains exclusions and limitations on coverage and may be unavailable in some circumstances.

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Because activities at the Oatman Gold Project may sometimes be limited by the extreme summer heat, we may be delayed in our exploration and any future mining efforts.

Activities at the Oatman Gold Project may be limited during the period between May and October of each year due to the extreme summer time heat in the area. As a result, any attempts to visit, test, or explore the property may be limited to these months of the year when weather permits such activities. These limitations can result in delays in exploration efforts, as well as mining and production in the event that commercial amounts of minerals are found. Such delays can result in our inability to meet deadlines for exploration expenditures as. This could cause our business venture to fail and the loss of your entire investment in this offering unless we can meet deadlines.

The precious metals exploration and mining industry is highly competitive and there is no assurance that we will be successful in acquiring additional claims or leases.

The precious metals exploration and mining industry is intensely competitive and we compete with other companies that have greater resources. Many of these companies not only explore for and produce gold, but also market gold and other products on a regional, national or worldwide basis. These companies may be able to pay more for productive gold properties and exploratory prospects or define, evaluate, bid for and purchase a greater number of properties and prospects than our financial or human resources permit. In addition, these companies may have a greater ability to continue exploration activities during periods of low gold market prices. Our larger competitors may be able to absorb the burden of present and future federal, state, local and other laws and regulations more easily than we can, which would adversely affect our competiti ve position. Our ability to acquire additional properties and to discover productive prospects in the future will be dependent upon our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment. In addition, because we have fewer financial and human resources than many companies in our industry, we may be at a disadvantage in bidding for exploratory prospects and producing gold properties.

The marketability of natural resources will be affected by numerous factors beyond our control.

The marketability of natural resources which may be acquired or discovered by us will be affected by numerous factors beyond our control. These factors include market fluctuations in commodity pricing and demand, the proximity and capacity of natural resource markets and processing equipment, governmental regulations, land tenure, land use, regulation concerning the importing and exporting of gold and environmental protection regulations. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital to be profitable or viable.

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Gold mining operations are subject to comprehensive regulation, which may cause substantial delays or require capital outlays in excess of those anticipated.

Gold minerals exploration and development and mining activities are subject to certain environmental regulations, which may prevent or delay the commencement or continuance of our operations.

If economic quantities of gold are found on any lease owned by the Company in sufficient quantities to warrant gold mining operations, such mining operations are subject to federal, state, and local laws relating to the protection of the environment, including laws regulating removal of natural resources from the ground and the discharge of materials into the environment. Gold mining operations are also subject to federal, state, and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of mining methods and equipment. Various permits from government bodies are required for mining operations to be conducted; no assurance can be given that such permits will be received. Environmental standards imposed by federal, provincial, or local authorities may be changed and any such changes ma y have material adverse effects on our activities. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus resulting in an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages which we may elect not to insure against due to prohibitive premium costs and other reasons. To date, we have not been required to spend material amounts on compliance with environmental regulations. However, we may be required to do so in future and this may affect our ability to expand or maintain our operations.

Our ability to function as an operating mining company is dependent on our ability to mine our properties at a profit.

Our ability to operate on a positive cash flow basis is dependent on mining sufficient quantities of gold at a profit sufficient to finance our operations and for the acquisition and development of additional mining properties.

We may not have good title to our mining claims.

The validity of unpatented mining claims, which constitute a majority of the Oatman Gold Project, is often uncertain, and such validity is always subject to contest. Unpatented mining claims are generally considered subject to greater title risk than patented mining claims, or real property interests that are owned in fee simple. The Company has not yet filed a patent application for any of its properties that are located on federal public lands in the United States, and, under proposed legislation to change the General Mining Law, patents may not hereafter be obtainable for such properties. Although the Company has attempted to acquire satisfactory title to its undeveloped properties, the Company does not generally obtain title opinions until financing is sought to develop a property, with the attendant risk that ti tle to some properties, particularly title to undeveloped properties, may be defective.

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Because we have limited capital, inherent mining risks pose a significant threat to us.

Because we are small with limited capital, we are unable to withstand significant losses that can result from inherent risks associated with mining, including environmental hazards, industrial accidents, flooding, interruptions due to weather conditions and other acts of nature. Such risks could result in damage to or destruction of any infrastructure or production facilities we may develop, as well as to adjacent properties, personal injury, environmental damage and delays, causing monetary losses and possible legal liability.

More stringent federal, provincial or state regulations could adversely affect our business.

If we are unable to obtain or maintain permits or water rights for development of our properties or otherwise fail to manage adequately future environmental issues, our operations could be materially and adversely affected. We have expended significant resources, both financial and managerial, to comply with environmental protection laws, regulations and permitting requirements, and we anticipate that we will be required to continue to do so in the future. Although we believe our properties comply in all material respects with all relevant permits, licenses, and regulations pertaining to worker health and safety, as well as those pertaining to the environment and radioactive materials, the historical trend toward stricter environmental regulation may continue.

The volatility of gold prices makes our business uncertain.

The volatility of gold prices makes long-range planning uncertain and raising capital difficult. The price of gold is affected by numerous factors beyond our control, including the demand for nuclear power, political and economic conditions, and legislation and production and costs of production of our competitors.

Our inability to obtain insurance would threaten our ability to continue in business.

We currently do not have liability and property damage insurance. It should be noted that if we decide to obtain such insurance, the insurance industry is undergoing change and premiums are being increased. If premiums should increase to a level we cannot afford, we could be forced to discontinue business.

If we cannot add reserves to replace future production, we would not be able to remain in business.

Our future gold production, cash flow and income are dependent upon our ability to mine our current properties and acquire and develop additional reserves. There can be no assurance that our properties will be placed into production or that we will be able to continue to find and develop or acquire additional reserves.

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Competition from better-capitalized companies affects prices and our ability to acquire properties and personnel.

There is global competition for gold properties, capital, customers and the employment and retention or qualified personnel. In the production and marketing of gold, there are a limited number of major producing entities, all of which are significantly larger and better capitalized than we are.

Gold mineral exploration, development and mining are subject to environmental regulations which may prevent or delay the commencement or continuance of our operations.

Gold minerals exploration and development and future potential gold mining operations are or will be subject to stringent federal, state, provincial, and local laws and regulations relating to improving or maintaining environmental quality. Our operations are also subject to many environmental protection laws. Environmental laws often require parties to pay for remedial action or to pay damages regardless of fault. Environmental laws also often impose liability with respect to divested or terminated operations, even if the operations were terminated or divested of many years ago.

Future potential gold mining operations and current exploration activities are or will be subject to extensive laws and regulations governing prospecting, development, production, exports, taxes, labor standards, occupational health, waste disposal, protection and remediation of the environment, protection of endangered and protected species, mine safety, toxic substances and other matters. Gold mining is also subject to risks and liabilities associated with pollution of the environment and disposal of waste products occurring as a result of mineral exploration and production. Compliance with these laws and regulations will impose substantial costs on us and will subject us to significant potential liabilities.

Costs associated with environmental liabilities and compliance are expected to increase with the increasing scale and scope of operations and we expect these costs may increase in the future.

While we believe that our operations comply, in all material respects, with all applicable environmental regulations, we are not currently fully insured against possible environmental risks.

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Any change to government regulation or administrative practices may have a negative impact on our ability to operate and potential profitability.

The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States or any other applicable jurisdiction, may be changed, applied or interpreted in a manner which will fundamentally alter our ability to carry on business. The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on us. Any or all of these situations may have a negative impact on our ability to operate and/or our profitably.

We may be unable to retain key employees or consultants or recruit additional qualified personnel.

Our extremely limited personnel means that we would be required to spend significant sums of money to locate and train new employees in the event any of our employees resign or terminate their employment with us for any reason. Further, we do not have key man life insurance on any of our employees. We may not have the financial resources to hire a replacement if any of our officers were to die. The loss of service of any of these employees could therefore significantly and adversely affect our operations.

Our officers and directors may be subject to conflicts of interest.

Each of our executive officers and directors serves only on a part time basis. Each devotes part of his working time to other business endeavors, including consulting relationships with other corporate entities, and has responsibilities to these other entities. Such conflicts could include deciding how much time to devote to our affairs, as well as what business opportunities should be presented to the Company. Because of these relationships, our officers and directors may be subject to conflicts of interest. Nevada law, our articles of incorporation and our Bylaws permit us broad indemnification powers to all persons against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholde rs from recovering damages against our officers and directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require us to use our limited assets to defend our officers and directors against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

We may lose our rights to our mining claims.

Under our Oatman Gold Project Acquisition Agreement there is a minimum work expenditure requirement of US$100,000 (One hundred thousand dollars) per year. If this amount is not spent on the Project during any year, we must pay the difference to the vendors of the claims in cash. Also, we are required to pay the United States Bureau of Land Management (BLM) annual claim maintenance fees for our claims (currently US$140 per claim per year). If the claim vendors pay the BLM claim maintenance fees on our behalf (and they are not required to do so), we are required to reimburse them on demand. If we fail to pay any amounts due to the claim vendors within the requisite cure periods, the claim vendors may terminate our rights to our claims on three (3) days’ notice.

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Risks Related to Our Common Stock

We are not listed or quoted on any stock exchange and we may never obtain such a listing or quotation.

Therefore, there may never be a market for stock and stock held by our shareholders may have little or no value.

There is presently only an extremely limited public market in our shares as we are quoted on the OTC Bulletin Board (“OTCBB”). Even if we obtain a listing on a stock exchange and a more active market for our shares develops, sales of a substantial number of shares of our common stock into the public market by certain stockholders may result in significant downward pressure on the price of our common stock and could affect your ability to realize the current trading price of our common stock.

The trading price of our common stock in a public market may fluctuate significantly and stockholders may have difficulty reselling their shares.

Additional issuances of equity securities may result in dilution to our existing stockholders. Our Articles of Incorporation authorize the issuance of 3,000,000,000 shares of common stock.

Our common stock is subject to the "penny stock" rules of the SEC.

Our common stock is subject to the "penny stock" rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

Because our stock is not traded on a stock exchange or on the NASDAQ National Market or the NASDAQ Small Cap Market and because there is no current established market price, the common stock is classified as a "penny stock.” The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

1.		That a broker or dealer approve a person's account for transactions in penny stocks; and

2.		The broker or dealer receive, from the investor, a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

3.		In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

4.	Obtain financial information and investment experience objectives of the person; and

5.	Make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

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The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which:

·	Sets forth the basis on which the broker or dealer made the suitability determination; and

·	That the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and

cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks must be sent.

Investing in our Common Stock will provide you with an equity ownership in a gold resource company. As one of our stockholders, you will be subject to risks inherent in our business. The trading price of your shares will be affected by the performance of our business relative to, among other things, competition, market conditions and general economic and industry conditions. The value of your investment may decrease, resulting in a loss. You should carefully consider the following factors as well as other information contained in this Prospectus before deciding to invest in shares of our Common Stock.

The factors identified below are important factors (but not necessarily all of the important factors) that could cause actual results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, the Company. Where any such forward-looking statement includes a statement of the assumptions or bases underlying such forward-looking statement, we caution that while we believe such assumptions or bases to be reasonable and make them in good faith, assumed facts or bases almost always vary from actual results, and the differences between assumed facts or bases and actual results can be material, depending upon the circumstances. Where, in any forward-looking statement, the Company, or its management, expresses an expectation or belief as to the future results, such expectation or belief is expressed in goo d faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result, achieved, or accomplished. Taking into account the foregoing, the following are identified as important risk factors that could cause actual results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, the Company.

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Even taking into account the limitations of Rule 144, the future sales of restricted shares could have a depressive effect on the market price of the Company’s securities in any market, which may develop.

All but 29,948,988 of the shares of Common Stock presently issued and outstanding, as of the date hereof, are “restricted securities” as that term is defined under the Securities Act of 1933, as amended, (the “Securities Act”) and in the future may be sold in compliance with Rule 144 of the Securities Act, or pursuant to a Registration Statement filed under the Securities Act. Rule 144 provides, in essence, that a person, who has not been an affiliate of the issuer for the past 90 days and has held restricted securities for six months of an issuer that has been reporting for a period of at least 90 days, may sell those securities so long as the Company is current in its reporting obligations. After one year, non-affiliates are permitted to sell their restricted securities freely without being subje ct to any other Rule 144 condition. Sales of restricted shares by our affiliates who have held the shares for six months are limited to an amount equal to one percent (1%) of the Company’s outstanding Common stock that may be sold in any three-month period. Additionally, Rule 144 requires that an issuer of securities make available adequate current public information with respect to the issuer. Such information is deemed available if the issuer satisfies the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934 (the “Securities Exchange Act”) or of Rule 15c2-11 hereunder. Sales under Rule 144 or pursuant to a Registration Statement may have a depressive effect on the market price of our securities in any market, which may develop for such shares.

If the shareholders sell a large number of shares all at once or in blocks, the value of our shares would most likely decline.

The Company has 283,948,988 shares of Common Stock outstanding as of November 18, 2010. The availability for sale of such a large number of shares may depress the market price for our Common Stock and impair our ability to raise additional capital through the public sale of Common Stock. The Company has no arrangement with any of the holders of the foregoing shares to address the possible effect on the price of the Company's Common Stock of the sale by them of their shares. A decline in the future price of our common stock could affect our ability to raise further working capital and adversely impact our operations

LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock has been listed for quotation on the Over-the-Counter Bulletin Board. The present symbol is RENS. There has been no active trading market and thus no high and low sales prices to report.

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SHARES AVAILABLE UNDER RULE 144

As of November 18, 2010 all but 29,948,988 shares of our common stock are considered restricted securities under Rule 144 of the Securities Act of 1933. In general, under Rule 144 as amended, a person who has beneficially owned and held restricted securities for at least one year, including affiliates, may sell publicly without registration under the Securities Act, within any three-month period, assuming compliance with other provisions of the Rule, a number of shares that do not exceed the greater of (i) one percent of the common stock then outstanding or, (ii) the average weekly trading volume in the common stock during the four calendar weeks preceding such sale.

HOLDERS

As of November 18, 2010, we have 283,948,988 Shares of US$0.00001 par value common stock issued and outstanding. The stock transfer agent for our securities is Securities Transfer Corporation, 2591 Dallas Parkway, Suite 102, Frisco, Texas 75034 and its telephone number is (972) 963-0001.

DIVIDENDS

We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on its common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects, and other factors that the board of directors considers relevant.

GOING CONCERN

We are an exploration stage company and currently have no operations. Our independent auditor has issued an audit opinion that includes a statement expressing substantial doubt as to our ability to continue as a going concern.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

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PLAN OF OPERATIONS

Our plan of operation is to conduct exploration work on the Company’s mining claims in order to ascertain whether they possess economic quantities of silver or other minerals. There can be no assurance that economic mineral deposits or reserves exist on the claims until appropriate exploration work is done and an economic evaluation based on such work concludes that production of minerals from the property is economically feasible. Economic feasibility refers to an evaluation completed by an engineer or geologist whereby he or she analyses whether profitable mining operations can be undertaken on the property. Mineral property exploration is generally conducted in phases. Each subsequent phase of exploration work is recommended by a geologist based on the results from the most recent phase of exploration.

Please note that certain of the following phases may run concurrently:

Phase 1 – Geological Mapping 3 to 6 months

Phase 2 – Geochemical sampling 3 to 6 months

Phase 3 – (if required) – Geophysical testing 3 months

Phase 4 –First drill campaign 2 months

Phase 5 – Additional drill campaigns 1 to 3 years

Phase 6 – Feasibility Study 3 months

Phase 7 – Design of Mining and Milling facilities 6 months

Phase 8 – Permitting / EIS 1 to 2 years

Phase 9 – Construction of mine (and mill if necessary) 6 months to 1 year

and commencement of operations

Item 3.02 Unregistered Sales of Equity Securities

Simultaneously with the closing under the Oatman Gold Project Acquisition Agreement, we issued an aggregate of 15,000,000 (Fifteen million) restricted shares of common stock of the Company. The securities were issued to 1 (one) non-U.S. persons (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 10,000,000 (Ten million) 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.

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9.01	Exhibits

10.1	Oatman Gold Project Acquisition Agreement dated November 18, 2010 among Renaissance Bioenergy Inc., Anaconda Exploration, LLC and the other sellers identified therein

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 18th day of November, 2010.

	RENAISSANCE BIOENERGY, INC.

	BY:	SCOTT PUMMILL
		Name: Scott Pummill Title: CEO

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EX-10.1 2 exh101.htm OATMAN GOLD PREJECT ACQUISITION AGREEMENT exh101.htm

Exhibit 10.1

OATMAN GOLD

PROJECT ACQUISITION AGREEMENT

AMONG

RENAISSANCE BIOENERGY INC., as Purchaser

ANACONDA EXPLORATION, LLC, as Seller

AND

THE OTHER SELLERS IDENTIFIED IN EXHIBIT B

Dated as of November 18, 2010

OATMAN GOLD

PROJECT ACQUISITION AGREEMENT

This OATMAN GOLD PROJECT ACQUISITION AGREEMENT (this "Agreement"), dated as of November 18, 2010 is made by and among RENAISSANCE BIOENERGY INC., a Nevada corporation with an address of 36101 Bob Hope Dr., Suite E5-238, Rancho Mirage, CA 92770 U.S.A. (“Company"), Anaconda Exploration, LLC, an Arizona limited liability company with an address of 9212 Empire Rock Street., Las Vegas, NV 89143 U.S.A. ("Anaconda") (Anaconda and the other Claimholders identified as such in Exhibit B being hereinafter referred to as “Claimholder”), and the other Sellers identified in Exhibit B hereto (Claimholder and such other Sellers being hereinafter referred to collectively as the “Sellers”).

1. Summary of Transaction.

In consideration of the respective ownership interests in the Company through issuance of 25,000,000 (Twenty five million) restricted shares of the Company’s Common Stock referred to herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Claimholder hereby sells to the Company all of its right, title and interest in, to and under the unpatented lode and placer mining claims known as the Oatman Gold Project and more particularly described in Exhibit A hereto upon the terms and conditions set forth in this Agreement. Sellers collectively hold a ¼ undivided interest in the 22 unpatented placer claims included in the Oatman Gold Project and designated as unpatented placer claims in Exhibit A, and such interest is hereinafter referred to as the “Property& #8221;.

2. Title to the Property.

A. Claimholder hereby represents and warrants to Company as follows:

(i) Claimholder owns or is able to convey the undivided interest held by it in and to each of the unpatented mining claims included in the Property as of the date hereof;

(ii) To the best of the knowledge, information and belief of Claimholder, all such claims have been validly located and maintained in accordance with all applicable laws and regulations;

(iii) All such claims are free and clear of all liens, claims, and encumbrances whatsoever, subject only to the paramount interest of the United States of America and / or the State of

Arizona; all taxes, if any, which may be or which may become a lien upon the Property, as of the date hereof, have been paid;

(iv) The Property is not in any manner encumbered as a result of any conduct or activity of Claimholder;

(v) Having secured the approval of its members to the terms and conditions of this Agreement, Claimholder has full and complete authority to execute this Agreement and to grant the

rights herein conferred on Company; and

(vi) Claimholder has no knowledge that any of the mining claims comprising the Property are invalid, or that, except for any unpatented ground lying within the Project Area, there are other

senior mining claims in conflict with any of such claims.

(vii) There are no outstanding options, rights of first offer or rights of first refusal to purchase, right to acquire or lease the Project Area, or any portion thereof or interest therein, except in favor

of Seller.

(viii) There are no Proceedings (including condemnation or eminent domain proceedings) pending or threatened against all or any part of the Project Area.

(ix) There are no unrecorded contracts, leases, easements or other agreements, rights or claims of third parties affecting the use, title, occupancy or development of the Project Area.

3. Payments by the Company.

Following transfer of title to the Property under Section 7, Company shall pay to Claimholder (i) the Claimholder's net profits interest (NPI) under Section 8A and (ii) the Claimholder's net smelter return (NSR) royalty under Section 8B. Company's obligation to make payment under Section 8A and Section 8B shall cease to accrue on the first to occur of (i) completion by Company of mining operations, residual leaching and reclamation in the Project Area or (ii) other decision of Company to terminate operations in the Project Area and, if Claimholder so desires, to re-convey the property to Claimholder once reclamation a nd other environmental obligations have been satisfied, although this provision shall not relieve Company from its obligation to make payments that accrued prior to such occurrence.

A. All payments shall be paid in US dollars in immediately available funds.

B. Company hereby represents and warrants to Claimholder that it believes that it will have adequate financial resources to make the payments required under this Section 3, as well as the Work Expenditures required under Section 4.

C. Company will promptly issue to each Seller the number of shares of the Company’s Common Stock set forth in Exhibit B. The shares shall be validly issued, fully paid and nonassessable.

4. Work Expenditures.

Until the earlier of (a) termination by Company of this Agreement under Section 6 or (b) transfer of title to the Company under Section 7, Company shall make the work expenditures on or for the benefit of the Oatman Gold Project in the following amounts:

A. The sum of US$100,000 (One hundred thousand dollars) on or before November 30, 2011.

B. The sum of US$100,000 (One hundred thousand dollars) on or before November 30 of each year thereafter.

Any excess of Work Expenditures in any year shall be carried forward to the succeeding year. If Work Expenditures in any year are deficient and Company desires to maintain this Agreement in effect, Company shall pay Claimholder in immediately available funds a sum equal to the deficiency in lieu of the Work Expenditure shortfall. For purposes of this Agreement, "Work Expenditures" is defined as sums spent or incurred by Company directly on the Property for exploration and development of the Property, including drilling, geochemical sampling, geophysical or seismic survey, assaying, and ore reserve calculation; metallurgical and engineering analyses; environmental and perm itting analyses and activities; feasibility studies; and financing investigations; plus 5% of such direct costs in lieu of headquarters overhead and general and administrative expenditures.

5. Rights and Obligations During Term.

The parties shall have the following rights and obligations prior to termination of this Agreement:

A. Access to Property and Provision of Data.

Company shall have full access to the Property to conduct such investigations and examinations as Company may deem desirable and to all information and data in Claimholder's possession and control pertaining to the Property necessary or desirable to enable Company to fully evaluate the Property and its commercial feasibility. Claimholder agrees to cooperate fully with Company in its investigation.

B. Activities by Company.

Company shall have exclusive possession of the Property, subject to the paramount rights of the United States and / or the State of Arizona with respect to unpatented mining claims included in the Property, and shall have the exclusive right to conduct such exploration, evaluation, and development activities on the Property (including bulk sampling) as Company may desire. Claimholder shall provide at Company's expense all reasonable assistance to Company for the obtaining of any permits, licenses, and third party consents needed for such work. Company shall also have the right to contact the pertinent federal, state, and local p ermitting agencies, and to negotiate with such agencies.

C. Maintenance of Property.

Company shall maintain in good standing all unpatented mining claims that comprise the Property. Company shall, as required by the Federal Government with respect to unpatented mining claims on federal lands, perform required assessment work or timely pay all claim maintenance or rental fees and all required property taxes, and shall timely make all filings and recordings in the appropriate governmental offices required in connection with such payments. In the event Claimholder makes any such payment (although it shall have no obligation to do so), Company shall promptly reimburse Claimholder for payment of such holding costs upon receipt by Company of evidence of such payment. Company shall have the right to amend or relocate 0;in the name(s) of Claimholder any unpatented mining claims included in the Property, to locate different types of claims on ground covered by existing claims, and to locate any fractions.

D. Sharing of Data.

During each year, Company will share with Claimholder all information (including interpretive and non-interpretive data, subject to typical disclaimers regarding interpretive data and statements that Claimholder may not rely upon the same) obtained from the exploration, evaluation, and development activities pertaining to the Property, including providing a copy of any geological and other principal reports relating to the Property, and will report to Claimholder in writing at least quarterly regarding the progress of the exploration and evaluation work and Work Expenditures made during the period.

E. Claimholder Access to Property.

Claimholder may have access to the Property at its sole risk on reasonable notice, and shall be entitled to conduct tours of the Property for investor relations and financing activities. Claimholder's exercise of its access rights shall not interfere in any way with Company's operations on the Property, which shall take precedence in the event of any conflict.

F. Conduct of Operations by Company at the Property.

All of the exploration, development, mining, milling and related work and any other activities which may be performed by Company or its agents or contractors hereunder shall be performed in accordance with all of the terms and conditions of this Agreement and good mining practices, but the timing, nature, manner and extent of any exploration, development or any other operations or activities hereunder shall be in the sole discretion of Company, and there shall be no implied covenant to begin or continue any such operations or activities.

G. Indemnity.

Except for damages sustained by Claimholder while on the Property pursuant to Section 5F, Company agrees to indemnify and hold Claimholder and its affiliates, and their respective, officers, directors, employees, agents, members, partners and agents harmless from and against any loss, liability, cost, expense or damage (including reasonable attorney's fees) that may be incurred for injury to or death of persons or damage to property, or otherwise, as a result of Company or its agents or contractors conducting any operations on or in connection with the Property.

H. Insurance.

Company agrees to carry such insurance, covering all persons working at or on the Property for Company, as will fully comply with the requirements of the statutes of the State of Arizona pertaining to worker's compensation and occupational disease and disabilities as are now in force or as may be hereafter amended or enacted. In addition, Company agrees to carry liability insurance with respect to its operations at the Property in reasonable amounts in accordance with accepted industry practices. Company agrees that Claimholder shall be named as an additional insured on all such policies, and agrees to forward to Claimholder certificates&# 160; of such insurance policies not later than 10 days prior to the date that Company commences any such activities on the Property. Company shall have no right to commence any such activities until such certificates are delivered to Claimholder.

I. Compliance with Laws.

Company agrees to conduct and perform all of its operations at the Property during the term of this Agreement in compliance with all valid and applicable federal, state and local laws, rules and regulations, including without limitation laws, rules and regulations pertaining to environmental protection, human health and safety, social security, unemployment compensation, wages and hours and conditions of labor, and Company shall indemnify and hold Claimholder harmless from and against any loss, liability, cost, expense or damage (including reasonable attorney's fees) arising from or related to Company's failure to comply w ith said laws.

J. Taxes.

During the term of this Agreement, Company shall be responsible for payment of all taxes levied or assessed upon or against the Property, as well as any facilities or improvements located thereon.

K. Liens and Encumbrances.

Company shall keep title to the Property free and clear of all liens and encumbrances resulting from its operations hereunder; provided, however, that Company may refuse to pay any claim asserted against it, which it disputes in good faith. At its sole cost and expense, Company shall contest any suit, demand or action commenced to enforce such a claim and, if the suit, demand or action is decided by a court or other authority of ultimate and final jurisdiction against Company or the Property, Company shall promptly pay the judgment and shall post any bond and take all other action necessary to prevent any sale or loss of the Property or any part thereof. Company shall permit Claimholder to post Notices of Non-Respo nsibility at the collars of any shafts and in other locations required under Arizona law in order to prevent certain liens from attaching to the Property, and Company shall take all actions reasonably necessary to keep such notices posted in these locations.

L. Reclamation and Remediation.

Company shall reclaim the Property, to the extent disturbed by Company during the term of this Agreement, in accordance with and as required by applicable federal, state and local laws, rules and regulations.

6. Right to Terminate.

A. Termination.

(1) By the Company.

Company may terminate this Agreement at any time at its sole option by giving Claimholder 30 days' prior written notice, upon which all rights and obligations of the parties under this Agreement shall cease, except for any limitation of liability, indemnification, and confidentiality provisions set forth herein; provided, however, that (i) if Company terminates this Agreement after April 1 of any year, Company agrees to pay governmental fees and make all governmental filings necessary to maintain the unpatented mining claims for the assessment year commencing on September 1 next following such notice of termination and (ii) if Company terminates this Agreement on or before April 30 of any year, Company 60; shall remain obligated to comply with Section 4 for the contract year ended June 30 of such year.

(2) By Claimholder.

In the event that (i) Company shall fail to pay any of its monetary obligations under this Agreement when due and shall not pay same within 14 days following notice thereof by Claimholder or (ii) Company shall fail to perform any of its nonmonetary obligations under this Agreement and shall not cure its failure within 30 days following notice thereof by Claimholder (in each case an "uncured default"), Claimholder may terminate this Agreement upon three days written notice to Company. Termination pursuant to this Section 6.A. (2) shall not excuse Company from any of its obligations, which accrued pri or to the date of termination, and Claimholder shall retain all of its rights in law or in equity with respect thereto.

B. Return of Data.

As soon as practicable upon the termination of this Agreement, Company shall return to Claimholder copies of all title, environmental, metallurgical, geological, geophysical, milling and other data concerning the Property and furnished by Claimholder or previous owners of the Property or their agents or consultants to Company. At such time, Company shall also make available to Claimholder for examination and copying all survey maps, drill hole logs, sample locations and assays developed by Company with respect to the Property during the term of this Agreement and not previously made available to Claimholder and shall transfer custody to Claimholder of all drill cores.

C. Release.

Upon termination of this Agreement, Company will promptly execute and deliver to Claimholder appropriate documents of conveyance releasing and conveying its interest in the Property to Claimholder as their respective interests appear.

D. Surrender of Possession and Removal of Equipment.

Upon termination of this Agreement, Company shall surrender possession of the Property, subject to the condition that Company shall have the right at any time within one year (or such longer period as Company can demonstrate is reasonably necessary) after such surrender or termination of this Agreement to (i) complete any reclamation obligations required of Company under this Agreement or by governmental law or regulation and (ii) remove all of its tools, equipment, machinery, supplies, fixtures, buildings, structures and other property erected or placed on such property by Company, excepting only timber, chutes and ladders in place for underground ; entry and support. Title to such property not removed within the time period set forth above shall, at the election of Claimholder, pass to Claimholder. Alternatively, at the end of the time period set forth above, Claimholder may remove any such property from the Property and dispose of same in a commercially reasonable manner, all at the expense of Company.

7. Transfer of Title.

Title to the unpatented mining claims included in the Property shall be transferred to the Company only upon completion of each and every one of the following conditions: (a) the completion of a "positive" feasibility study for the Property, (b) the making of an affirmative production decision for the Property by Company's and any parent corporation's Boards of Directors and (c) presentation to Claimholder of evidence satisfactory to Claimholder that Company has obtained the financing necessary to develop and operate the Property. Unless there is an uncured default by the Company that is continuing, Claimholder shall deliver to Company, within 5 (five) business days of the notice of satisfaction of the conditions set forth in the previous sentence, a special warranty deed in form satisfactory to Company transferring title to a 100% interest in the Property, and reserving to Claimholder the net profits interest ("NPI") in production from the Property and the net smelter returns royalty ("NSR"), each as set forth in Section 8 below. Company shall promptly record said deed with the Mohave County Recorder and with the Arizona State Office of the Bureau of Land Management. It is acknowledged and agreed that it is presently the position of the U.S. Bureau of Land Management (BLM) that 160 acre unpatented placer mining claims must, prior to “discovery” (as that term is defined under the Mining Act of 1872 and subsequent case law), be owned by at least 8 persons. There are presently 8 owners of the 22 unpatented placer claims included in the Oatman Gold Project. Accordingly, the parties anticipate that title will be transferred under this Section 7 to 8 persons designated by the Company if at the time of transfer if this is still the position of the BLM at the time of transfer.

8. Claimholder NPI and NSR Royalty.

A. Claimholder NPI.

Claimholder reserves a 5% (Five percent) net profits interest (“NPI”) in the Property. For purposes of Claimholder's and Company's respective NPI, "Net Profits" shall be calculated pursuant to generally accepted accounting principles in the United States of America, provided, however, that the calculation of net profits shall not include any benefit or loss from price hedging and price protection arrangements conducted by or on behalf of Company and, provided, further, that Company shall be entitled to deduct from revenues only the following percentages of total operating costs in lieu of headquarters overhead and headquarters general and administrative &# 160;expenses: 3% during the development/construction stage of operations and 1% during the mining and processing stage of operations and, provided, further, that no deduction shall be made for depletion or depreciation. Claimholder's NPI shall be a fully carried interest, and Claimholder shall not be required to fund any expenses relating to the Property or its exploration , development, production or reclamation.

B. Net Smelter Returns Royalty.

In addition to Claimholder's NPI, Claimholder hereby reserves a net smelter returns royalty ("NSR Royalty") for all commodities produced from the Property. For purposes of this Agreement, the "net smelter return" is defined as the amount of money which the smelter or refinery, as the case may be, pays the Company for the commodity based on the then current spot price of gold, with deductions for costs associated with further processing but without deductions for taxes, calculated on an FOB mine site basis. The NSR Royalty shall be payable based on the following sliding scale, based on the spot price of gold at the time of production:

Over $2,400 per ounce & #160;8.0%

Over $2,100 but under $2,400 per ounce 7.0%

Over $1,800 but under $2,100 per ounce 6.0%

Over $1,500 but under $1,800 per ounce 5.0%

Over $1,200 but under $1,500 per ounce 4.0%

Over $900 but under $1,200 per ounce 3.0%

Over $600 but under $900 per ounce 2.0%

Under $600 per ounce 1.0%

C. Payable in Kind; Payable Quarterly.

Claimholder may elect to receive in kind its NPI or its NSR Royalty (as described below). Both royalties shall be payable quarterly.

9. "Project Area" / Area of Interest.

If either party or if any affiliate of a party, or any officer, director, employee, partner, member or agent thereof, now has or hereafter acquires any property interest within the boundaries of Twp 18N Range 20W or Twp 19N Range 20W, GSRBM, Arizona, or within one mile of the perimeter of such boundaries (the "Project Area"), such party shall give prompt notice to the other party and such property interests shall, at the option of the other party, exercised within 45 days after notice of such acquisition by the 0;acquiring party, become part of the Property and become subject to this Agreement (the "Additional Property”).

10. Cross - Indemnity.

Each party ("Indemnifying Party") agrees to defend, indemnify and hold harmless the other party, its successors, affiliates, assigns, officers, directors and employees, members, partners and agents ("Indemnitees") from and against any and all claims, actions suits, losses, liabilities, damages, assessments, judgments, costs and expenses, including reasonable attorney's fees, arising out of or pertaining to (i) any breach by the indemnifying party of any representation, warranty or obligation under this Agreement 60;or (ii) any activities conducted by the Indemnifying Party or its agents on the Property.

11. Assignment.

Neither party may assign its rights and obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided, however, that Claimholder may assign its interest at any time after December 31, 2010 to a third party without the consent of Company if such third party agrees to assume all of Claimholder's obligations under this Agreement, and provided further that Company may assign its interest to an affiliated company or a successor without the consent of Claimholder, provided that the assignee agrees to assume all of Compa ny's obligations under this Agreement and has a tangible net worth no less than that of Company prior to the assignment.

12. Governing Law. Consent to Jurisdiction.

This Agreement shall be governed by the laws of the State of Arizona, excluding any conflicts of laws principles. Each party consents to the exclusive jurisdiction and venue of the federal and state courts sitting in Mohave County, Arizona, U.S.A. over any dispute, claim, lawsuit or proceeding arising from or pertaining to this Agreement, and waives any argument that such courts are an "inconvenient forum."

13. Affiliated Companies.

Each party shall take such actions as may be necessary to cause its affiliates to comply with the obligations contemplated herein. "Affiliate" of a party means any person, partnership, joint venture, corporation, or other form of enterprise that directly or indirectly controls, is controlled by, or is under common control with, the party.

14. Notices.

All notices required or permitted to be given hereunder shall be in writing and shall be delivered to the parties by personal delivery, registered or certified mail, facsimile transmission, or express delivery service at the addresses set forth below, or to such other address as the parties may later designate by like notice to each other:

Company:

RENAISSANCE BIOENERGY INC.

36101 Bob Hope Dr., Suite E5-238

Rancho Mirage, CA 92270 U.S.A.

Anaconda:

Anaconda Exploration, LLC

9212 Empire Rock Street

Las Vegas, NV 89143 U.S.A.

The Other Sellers

As set forth on Exhibit B

All notices required or permitted to be given hereunder shall be deemed to have been given on the date of actual receipt.

15. Dollars.

All dollar ($) amounts used in this Agreement or any Exhibit or Schedule hereto are U.S. $ Dollars.

16. Other Business Opportunities.

This Agreement is, and the rights of the parties are strictly limited to the matters set forth herein. Subject to the provisions of Section 9 relating to Additional Property in the Project Area, the parties shall have the free and unrestricted right to independently engage in and receive the full benefits of any and all business ventures of any sort whatever, whether or not competitive with the matters contemplated hereby, without consulting the other or inviting or allowing the other to participate therein.

17. Confidentiality.

Except as set forth in Section 20, the parties hereto agree to treat all data, reports, records and other information developed under this Agreement and applicable to the Property as confidential, and unless any party is required by any law, rule, regulation or order to disclose any of such information, it shall not be disclosed to any person other than consultants, contractors or potential investors or assignees, without the written agreement of both parties, which will not unreasonably be withheld.

18. Memorandum for Recording.

Promptly following execution and delivery of this Agreement, the parties shall execute for recording purposes a Memorandum of Conditional Sale Contract, setting forth the basic terms and conditions of this Agreement as necessitated or permitted by Arizona law. Company shall promptly record this Memorandum with the La Paz County Recorder.

19. Public Announcements.

Disclosure of information relating to this Agreement or the Property may be made by either party if such information is required to be disclosed to any federal, state, provincial or local government or appropriate agencies and departments thereof or if such information is required by law, stock exchange rule or regulation to be publicly announced. Otherwise, public announcements or reports by either party of information relating to this Agreement or the Property shall be made only on the basis of agreed texts upon the prior written consent of the other party, which consent shall not unreasonably be withheld. Each of Claimholder and Company accordingly agrees that it will, not less than forty-eight hours in advance of making public any information referred to in the preceding sentence, give the other party written notice of the text of the proposed report and provide the non-disclosing party with the opportunity to object to the form and content thereof before the same is issued. The non-disclosing party shall respond within forty-eight hours of receipt of such notice, or its silence will constitute a waiver of objection to the terms of the proposed text.

20. Waiver; Amendment.

Any of the terms or conditions of this Agreement may be waived at any time by the party which is entitled to the benefit thereof, but such waiver must be in writing and signed by the party granting the waiver. No such waiver shall affect or impair the right of the waiving party to require observance, performance or satisfaction of any other term or condition thereof. Any of the terms or provisions of this Agreement may be amended or modified at any time, but only in a writing signed by each of the parties hereto.

21. Severability.

In the event that any one or more of the provisions contained in this Agreement or in any other instrument or agreement contemplated hereby shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any such other instrument or agreement.

22. Attorney's Fees.

In the event of any controversy, claim or dispute between the parties hereto, arising out of or pertaining to this Agreement or the breach thereof, the prevailing party shall be entitled to recover from the losing party reasonable expenses, attorney's fees and costs.

23. Further Assurances.

At the request of either party, the parties shall execute and deliver any further instruments, agreements, documents or other papers reasonably requested by either party to effect the purposes of this Agreement and the transactions contemplated hereby.

24. Counterparts.

This Agreement may be executed in multiple counterparts, and all such counterparts taken together shall be deemed to constitute one and the same instrument.

25. No Brokers or Finders.

Each party represents and warrants to the other party that all negotiations relative to this Agreement and the transactions contemplated hereby have been carried on by it in such manner as not to give rise to any valid claim against either party, or any third party, for a brokerage commission, finder’s fee or other fee or commission arising by reason of the transactions contemplated by this Agreement.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK.]

IN WITNESS WHEREOF, the parties hereto, through their duly authorized representative, have executed and delivered this Agreement as of the day and year first above written.

RENAISSANCE BIOENERGY, INC.

A Nevada corporation

By: SCOTT PUMMELL

Name: Scott Pummell

Title: President

ANACONDA EXPLORATION, LLC

An Arizona limited Liability Company

By: BARBARA BAUMAN

Barbara Bauman

Authorized Agent

BIG JOHN GOLD MINES, LLC

An Arizona limited Liability Company

By: BARBARA BAUMAN

Barbara Bauman

Authorized Agent

Exhibit A

Oatman Project

San Francisco Mining District

Mohave County, Arizona

Central Claim Block

Patented Claims:

Mineral rights only: The Lexington, Boston, Alice, Happy New Year, Only Chance and Big Johnnie Lode Mining Claims, in the San Francisco Mining District, being shown on Mineral Survey No. 2775, on file in the Bureau of Land Management, as granted by Patent recorded in Book 22 of Deeds, Page 332, records of Mohave County, Arizona.

Mineral rights only: The Bunker Hill Lode Mining Claim, in the San Francisco Mining District, being shown on Mineral Survey No. 3190, on file in the Bureau of Land Management, as granted by Patent recorded in Book 25 of Deeds, Page 557, records of Mohave County, Arizona.

Unpatented Claims:

Name AMC# Recording Info. Date Located Acreage

Big John Lode * AMC357922 Bk4480 Pg821 T19N R20W Secs 22,23 3/15/2003 20

BJ#1 ** AMC357923 Bk4480 Pg823 T19N R20W Secs22,23,24 3/15/2003 156.6

BJ#2 ** AMC357924 Bk4480 Pg826 T19N R20W Sec26 3/15/2003 157.5

BJ#3 ** AMC357925 Bk4480 Pg829 T19N R20W Sec 26 3/15/2003 160

Big John #4 ** AMC360061 Bk4813 Pg703 T19N R20W Sec 25 12/7/2003 120

Argo Lode * AMC360022 Bk4807 Pg100 T19N R20W Sec 24 12/7/2003 20

Big John #5 ** AMC360062 Bk4813 Pg706 T19N R20W Sec 24 12/7/2003 150

Big John #6 ** AMC360063 Bk4813 Pg709 T19N R20W Sec 25 12/7/2003 160

Southern Claim Block

Unpatented Claims:

Armil Lode * AMC360428 Bk4836 Pg672 T18N R20W Secs4,9 1/4/200420

GQ#1 **AMC357926 Bk4480 Pg832 T18N R20W Secs 9, 10 3/15/2003 140

GQ#2 **AMC360429 Bk4826 Pg672 T18N R20W Secs4,9 12/25/2003 160

GQ#3 **AMC360430 Bk4826 Pg158 T18N R20W Secs10,15 12/25/2003 155

GQ#4 **AMC360431 Bk4836 Pg674 T18N R20W Secs 4,5 1/4/2004160

GQ#5 **AMC361420 Bk4926 Pg309 T18N R20W Sec 4 3/6/2004155

T19N R20W Secs 32, 33

GQ#6 **AMC361421 Bk4926 Pg312 T18N R20W Sec 4 3/6/2004160

T19N R20W Sec 33

GQ#7 **AMC361422 Bk4926 Pg315 T18N R20W Secs3, 4 3/6/2004160

T19N R20W Secs 33, 34

GQ#8 **AMC361423 Bk4926 Pg318 T18N R20W Sec 3 3/6/2004159.37

T19N R20W Sec 34

GQ#9 **AMC361424 Bk4926 Pg321 T18N R20W Sec 2 3/6/2004 155

T19N R20W Sec 35

GQ#10 **AMC361514 Bk4926 Pg 324 T18N R20W Sec 4 3/6/2004160

GQ#11 **AMC361515 Bk4926 Pg327 T18N R20W Sec 3, 4 3/6/2004 160

GQ#12 **AMC361516 Bk4926 Pg330 T18N R20W Secs 2,3 3/6/2004160

GQ#13 **AMC361517 Bk4926 Pg333 T18N R20W Secs 2,3 3/6/2004160

GQ#14 **AMC361518 Bk4926 Pg336 T18N R20W Secs 3,4 3/6/2004160

GQ#15 **AMC361076 Bk4926 Pg339 T18N R20W Secs3,4,9,10 3/6/2004159

GQ#16 **AMC361077 Bk4926 Pg342 T18N R20W Sec 10 3/6/2004 160

Lazy Boy *AMC362675 Bk5201 Pg555 T18N R20W Sec 2 9/3/200420

T19N R20W Secs 34, 35

Peerless *AMC362682 Bk5201 Pg557 T19N R20W Sec34 9/3/200420

Paragon *AMC362681 Bk5201 Pg559 T18N R20W Sec 3 9/3/200420

United Oatman *AMC362683 Bk5201 Pg561 T18N R20W Sec 4 9/3/2004 20

T19N R20W Sec 33

Oatman Southern *AMC362680 Bk5201 Pg563 T18N R20W Sec 5 9/3/2004 20

Nellie May 1 *AMC362676 Bk5201 Pg565 T18N R20W Sec 5 9/3/2004 20

Nellie May 14 *AMC362677 Bk5201 Pg567 T18N R20W Sec 4 9/3/2004 20

Nellie May 20 *AMC362678 Bk5201 Pg569 T18N R20W Secs 4, 9 9/3/2004 20

Nellie May 39 *AMC362679 Bk5201 Pg571 T18N R20W Secs 3, 10 9/3/2004 16.3

Arataba #1 * AMC362672 Bk5201 Pg573 T18N R20W Secs 9, 10 9/3/2004 20

Arataba #2 *AMC362673 Bk5201 Pg575 T18N R20W Secs 10, 15 9/3/2004 20

Arataba #3 *AMC362674 Bk5201 Pg577 T18N R20W Secs 10, 15 9/3/2004 20

*unpatented lode claim

**unpatented placer claim

Exhibit B

Sellers

Name and Address Number of Shares of Common Stock

Anaconda Exploration, LLC* 5,000,000

9212 Empire Rock Street

Las Vegas, NV 89143

Big John Gold Mines, LLC* 5,000,000

9212 Empire Rock Street

Las Vegas, NV 89143

Belle Rose S.A. 15,000,000

Suite 789

33 Harbour Bay Shopping Plaza

Nassau

New Providence

BAHAMAS

*Denotes Claimholder

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NEVADA	000-53435
(State or other jurisdiction of incorporation)	(Commission File No.)

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))