NUMBER

              	
                ________________

              	 
      
	 
      	 
      	 
      
	 
      	
                THIS
      WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO

              	 
      
	 
      	
                5:00 P.M. NEW YORK CITY
      TIME,                             , 2011

              	 
      


      

    

    


    NORTH
AMERICAN MINERALS GROUP INC.

     

    COMMON
STOCK PURCHASE WARRANT

     

    THIS
CERTIFIES THAT, for value received, _______________________________________ is
the registered holder of a Warrant or Warrants expiring                     ,
2011 (the “Warrant”) to purchase __________ fully paid and non-assessable Common
Share(s), no par value per share, subject to adjustment (the “Warrant Shares”)
of North American Minerals Group Inc., an Alberta, Canada corporation (the
“Company”), as evidenced by this Warrant Certificate.

    


    1.           At
any time during the term, the registered holder may exercise this Warrant and
purchase the Warrant Shares from the Company upon the surrender of this Warrant
Certificate with the Subscription Form, attached hereto and made a part hereof,
properly completed and executed, and payment of the exercise price of $0.30 per
share, subject to adjustment (the “Exercise Price”) along with any applicable
transfer taxes, at the office of the Warrant Agent, Registrar and Transfer
Company, subject to the conditions set forth herein and that certain Warrant
Agreement between the Company and Registrar and Transfer Company (as may be
amended from time to time, the “Warrant Agreement”).  Payment of the
Exercise Price must be made in cash, by certified or official bank check payable
to the order of the Company, or by wire transfer to a bank account of the
Company’s choosing.

    


    2.           The
Warrants evidenced by this Warrant Certificate are part of a duly authorized
issue of Warrants issued pursuant to the Warrant Agreement, incorporated by
reference herein and made a part hereof, which contains a description of the
rights, obligations, duties, and immunities of the Warrant Agent, the Company,
and the registered holder(s) that are not otherwise provided
herein.

    


    3.           The
Company shall not be obligated to deliver any Warrant Shares pursuant to the
exercise of a Warrant and shall have no obligation to settle a Warrant exercise
unless a registration statement under the Securities Act of 1933, as amended
(the “Securities Act”) with respect to the Warrant Shares has been declared
effective by the Securities and Exchange Commission (the “Commission”) and
remains effective at the time of exercise. In the event that a registration
statement with respect to the Warrant Shares underlying a Warrant is not
effective under the Securities Act, the registered holder of such Warrant shall
not be entitled to exercise such Warrant and such Warrant may have no value and
expire worthless.

    


    4.           The
Company reserves the right to redeem all, but not less than all, of the
unexercised Warrants at any time, by sending a notice of redemption in writing
to the registered holder(s) of record of the Warrant, giving not less than
30 days’ notice of such redemption (the “Redemption Period”), which
redemption shall occur on the business day immediately following the end of the
Redemption Period (the “Redemption Date”), provided that (i) the closing sale
price of the Common Shares on the principal trading market where the Common
Shares are approved for quotation or the principal national securities exchange
where the Common Shares are listed (the “Principal Market”) exceeds $0.75 per
share on each of the ten (10) consecutive trading days ending within 10 days
prior to the date on which notice of such redemption is given by the Company,
and (ii) an effective registration statement covering the resale of the Warrant
Shares is in place for the entire Redemption Period.  The redemption
price of the Warrants shall be $.001 per share (the “Redemption
Price”).  Notwithstanding the foregoing, the registered holder may
exercise the Warrants during the Redemption Period.  The registered
holder hereby agrees (x) that any Warrant either not exercised or not tendered
back to the Company by the end of the Redemption Period shall be canceled on the
books of the Company, and appoints the Company at such time as its attorney in
fact for the purpose of canceling such Warrants, and (y) that such Warrants
shall have no further value except for the Redemption Price.  Upon
redemption of the Warrants, the registered holder(s) will have no further rights
to receive the Redemption Price.

    


    5.           The
Warrant Agreement provides that upon the occurrence of certain events, the
Exercise Price and the number of Warrant Shares purchasable hereunder, set forth
on the face hereof, may, subject to certain conditions, be
adjusted.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    6.           The
Company shall at all times reserve and keep available that certain number of its
authorized but unissued Common Shares which are sufficient to permit the
exercise in full of all outstanding Warrants.

    


    7.           No
fraction of a Warrant Share will be issued upon any exercise of a Warrant. If
the registered holder of a Warrant would be entitled to receive a fraction of a
Warrant Share upon any exercise of a Warrant, the Company shall, upon such
exercise, round up or down to the nearest whole number the number of Warrant
Shares to be issued to such registered holder.

    


    8.           Upon
any exercise of the Warrant for less than the total number of full Warrant
Shares provided for herein, there shall be issued to the registered holder
hereof or the registered holder’s assignee a new Warrant Certificate covering
the number of Warrant Shares for which the Warrant has not been
exercised.

    


    9.           Warrant
Certificates, when surrendered at the office or agency of the Warrant Agent by
the registered holder hereof in person or by attorney duly authorized in
writing, may be exchanged in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any fee or service charge, for
another Warrant Certificate or Warrant Certificates of like tenor and evidencing
in the aggregate a like number of Warrants.

    


    10.           The
Warrants evidenced hereby are transferable by the registered holder(s) in person
or by duly authorized attorney(s) on the books of the Company by surrendering
the Warrant Certificate with the form of assignment, attached hereto and made a
part hereof, properly completed and executed at the office of the Warrant
Agent.  Upon due presentment for registration of transfer of the
Warrant Certificate at the office of the Warrant Agent, which transfer shall be
made pursuant to a registration statement covering the Warrants or in
satisfaction of the prospectus delivery requirements (or access pursuant to Rule
172), as applicable, a new Warrant Certificate or Warrant Certificates of like
tenor and evidencing in the aggregate a like number of Warrants shall be issued
to the transferee, who from that point forward shall be the registered holder of
the Warrant, in exchange for this Warrant Certificate, subject to the
limitations provided in the Warrant Agreement, without charge except for any
applicable tax or other governmental charge.

    


    11.           The
Company and the Warrant Agent may deem and treat the registered holder(s) hereof
as the absolute owner(s) of the Warrants represented by this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by
anyone), for the purpose of any exercise or transfer hereof, for notice purposes
and for all other purposes, and neither the Company nor the Warrant Agent shall
be affected by any notice to the contrary.

    


    12.           This
Warrant does not entitle the registered holder to any of the rights of a
stockholder of the Company.

    


    13.           The
validity, interpretation and performance of the Warrant Agreement and the
Warrants shall be governed by the laws of the State of New York, without regard
to the principals of conflicts of law.

    


    14.           This
Warrant Certificate shall not be valid unless it is signed by the Company and
countersigned by the Warrant Agent.

    


                IN WITNESS WHEREOF, the
Company and the Warrant Agent have caused this Warrant to be duly executed by
its officers, thereunto duly authorized as of this ____ day of ___________,
2009.

    


    NORTH
AMERICAN MINERALS GROUP
INC.                             REGISTRAR
AND TRANSFER COMPANY

    


    By:_____________________________________                                By:_______________________________________

    Its:
_____________________________________                         
      Its:
_______________________________________

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    SUBSCRIPTION
FORM

    


    To Be
Executed by the Registered Holder in Order to Exercise Warrants

    


    The
undersigned registered holder irrevocably elects to exercise
                    
Warrants represented by this Warrant Certificate, and to purchase the Common
Shares issuable upon the exercise of such Warrants, and requests that
Certificates for such shares shall be issued in the name of:

    


    


    
      
        

      

    

    (PLEASE TYPE OR PRINT NAME AND
ADDRESS) 

     

     

    
      
        

      

    

    (SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)

    


    and be
delivered to:

     

     

    
      
        

      

    

    (PLEASE
PRINT OR TYPE NAME AND ADDRESS)

    


    and, if
such number of Warrants shall not be all the Warrants evidenced by this Warrant
Certificate, that a new Warrant Certificate for the balance of such Warrants be
registered in the name of, and delivered to, the registered holder at the
address stated below:

    


    
      	
              Dated: 

            	
              _____________________ 

            	 
      	
               ______________________________________

            	 
      
	 
      	 
      	 
      	
               
      (SIGNATURE)

            	 
      
	 
      	 
      	 
      	
               _____________________________________

            	 
      
	 
      	 
      	 
      	
               
      (ADDRESS)

            	 
      
	 
      	 
      	 
      	
               ____________________________________

            	 
      
	 
      	 
      	 
      	
               (TAX
      IDENTIFICATION NUMBER)

            	 
      


    

     

    THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO RULE 17Ad-15 OF
THE SECURITIES EXCHANGE ACT OF 1934.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT

    


     To
Be Executed by the Registered Holder in Order to Assign Warrants

     

    For Value
Received,
                                        
hereby sells, assigns, and transfers unto:

     

    
 

    
      
        

      

    

    (PLEASE
TYPE OR PRINT NAME AND ADDRESS)

     

     

    
      
        

      

    

    (SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)

    


    and be
delivered to:

     

    


    
      
        

      

    

    (PLEASE
PRINT OR TYPE NAME AND ADDRESS)

    


                                            
of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitutes and appoints
                                                              as
attorney to transfer this Warrant Certificate on the books of the Company, with
full power of substitution in the premises.

    


    
      
        	
                Dated: 

              	
                __________________ 

              	 
      	
                 ______________________________________

              	 
      
	 
      	 
      	 
      	
                 
      (SIGNATURE)

              	 
      


      

    

    


    NOTICE:
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN
UPON THE FACT OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.

    


    Signature(s)
Guaranteed

    


    


    By:________________________________

     

     

    THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO RULE 17Ad-15 OF
THE SECURITIES EXCHANGE ACT OF 1934.

    


    
      
        
        

      

      
        4