Letter of Intent for Acquisition of Able NY by Goldspan Resources, Inc. and American Bio Fuels, LLC
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Summary
Goldspan Resources, Inc. and American Bio Fuels, LLC have agreed to a revised letter of intent for Goldspan to acquire Able NY. The acquisition will be completed solely through the issuance of restricted common shares of Goldspan, with no debt or cash involved. Able NY is required to obtain audited financial statements for the two years ending June 30, 2010. Both parties must mutually agree on any public statements, and a press release will follow the filing of a Form 8-K. The agreement is governed by New York law.
EX-10.1 2 ex10_1.htm EXHIBIT 10.1 ex10_1.htm 
June 8, 2010
Mr. Vincent J. Franzone
AMERICAN BIO FUELS, LLC
56 West 45th Street
New York, NY 10036
On May 21, 2010 Goldspan Resources, Inc., a Nevada corporation (“GSPN”) and American Bio Fuels, LLC (“ABF”), entered into an LOI for the acquisition of Able NY by GSPN. GSPN and ABF shall be collectively referred to herein as the “Parties”.
The initial LOI provided for the issuance of convertible notes and common shares of GSPN in amounts and numbers to be determined.
During the due diligence period the Parties were to evaluate Able NY. Since the initial LOI the Parties have hereby agreed that the acquisition by GSPN will be solely for restricted common shares and there will be no debt or cash required for the Acquisition.
Further, as a requirement of the LOI for Able NY to obtain audited financial statements for the two years ended June 30, 2010 Able NY has engaged Silberstein Ungar, PLLC the auditors currently being used by Goldspan.
Further, the Parties acknowledge that this LOI may be provided to the SEC in the form of an 8-K filing. Both Parties shall agree to any public statement or press release by mutual consent with the understanding that the Parties agree that a press release shall be made once the Form 8-K announcing the execution of this letter of intent has been filed. Board of Directors approval of GSPN shall be provided prior to the filing of the 8-K.
This revised letter of intent shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of law thereof.
If the foregoing correctly states the general understanding that has been reached between us, please so indicate by signing in the space provided and returning one of the enclosed letters to us.
Sincerely,
Goldspan Resources, Inc.
By /s/ Leon Caldwell
Leon Caldwell, President
ACCEPTED AND AGREED
American Bio Fuels, LLC
/s/ Vincent J. Franzone
Vincent J. Franzone, President
