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

    (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.

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.

    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.

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:

    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.

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

    A.   Access to Property and Provision of Data.

    B.   Activities by Company.

    C.   Maintenance of Property.

    D.   Sharing of Data.

    E.   Claimholder Access to Property.

    F.   Conduct of Operations by Company at the Property.

    H.   Insurance.

    I.   Compliance with Laws.

    J.    Taxes.

    K.   Liens and Encumbrances.

    L.   Reclamation and Remediation.

    (1)   By the Company.

    (2)  By Claimholder.

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.

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.

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.

    A.   Claimholder NPI.

    B.   Net Smelter Returns Royalty.

    C.   Payable in Kind; Payable Quarterly.

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”).

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.

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.

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."

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.

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:

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

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.

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.

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.

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.

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.

  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.

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.

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.

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

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.