Form of Subscription
Agreement

    


    North
American Minerals Group Inc.

    c/o 1600,
1800-4th Street,
S.W.

    Calgary,
Alberta, Canada

    


    Ladies
and Gentlemen:

    


    The
undersigned (the “Investor”) hereby confirms and agrees as follows:

    


    
      
        	
                1.

              	 
      	
                The
      subscription terms set forth herein (this “Subscription” or “Subscription
      Agreement”) are made as of the date set forth below between North American
      Minerals Group Inc., an Alberta (Canada) corporation (the “Company”), and
      the Investor.

              
	 
      	 
      	 
      
	
                2.

              	 
      	
                As
      of the Closing (as defined below) and subject to the terms and conditions
      hereof, the Company and the Investor agree that the Investor will purchase
      from the Company and the Company will issue and sell to the Investor such
      number of units  (the “Unit”)  with each unit
      consisting of one common share, no par value per share, of the Company
      (the “Common Shares”) and warrants to purchase an equal number of Common
      Shares at an exercise price of $0.30 per share (subject to adjustment)
      which warrants expire two years from the initial Closing (the “Warrants”)
      as set forth on the signature page hereto (the “Signature Page”) for a
      purchase price of $.25 per Unit. The Investor acknowledges that the
      offering (the “Offering”): (i) is being made by the Company and its
      officers directly on a “best efforts” basis, without the involvement of an
      underwriter, broker-dealer, investment banker, finder, or person
      fulfilling a similar function (“Broker”); (ii) such Offering shall remain
      open for a period of up to ninety (90) days following the date of the
      Company’s prospectus filed under Rule 424(b) on the Commission’s EDGAR
      website located at www.sec.gov; and (iii) that there is no minimum
      subscription.

              
	 
      	 
      	 
      
	
                3.

              	 
      	
                The
      completion of the purchase and sale of the Units shall occur at one or
      more closings (each, a “Closing”) as Subscriptions are received, subject
      to the Company’s acceptance of such Subscriptions.  At a
      Closing, the Company shall cause its transfer agent to release to the
      Investor the securities underlying the number of Units being purchased by
      the Investor against receipt of the aggregate purchase price for the Units
      being purchased by the Investor by the Company.

                 

              
	 
      	
                (a)

              	 
      	
                Delivery
      of Funds. No later than one (1) business day after the
      execution of this Subscription Agreement by the Investor and
      countersignature by the Company, the Investor shall remit by wire transfer
      the amount of funds equal to the aggregate purchase price for the Units
      being purchased by the Investor to the following account designated by the
      Company:

              


      

    

     

    _____________________

    ABA
#______________

    Beneficiary:
_____________

    Cust A/C
#_____________

    Acct
Name: __________________

    ATTN:
____________________

    


    [INSERT
WIRING INSTRUCTIONS]

     

    
      
        
          
            
              
                
                  
                    
                      
                        	 
      	
                                (b)

                              	 
      	
                                Delivery
      of Units. Within ten (10) days of the Company’s acceptance
      of the Investor’s Subscription, the Company shall cause its transfer agent
      to deliver certificates evidencing the securities underlying the Units
      (the “Certificates”) to such Investor.

                              
	 
      	 
      	 
      	 
      
	
                                4.

                              	 
      	
                                The
      offer and sale of the Units are being made pursuant to the Registration
      Statement and the Prospectus (as such terms are defined below). The
      Investor acknowledges that the Company intends to enter into
      subscriptions, which the Company represents will be in substantially the
      same form as this Subscription, with certain other investors and intends
      to offer and sell Units with an aggregate offering price of up to
      $1,000,000 pursuant to the Registration Statement and Prospectus. The
      Company may accept or reject this Subscription or any one or more other
      subscriptions with other investors in its sole
  discretion.

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                	
                        5.

                      	 
      	
                        The
      Company has filed or shall file with the Securities and Exchange
      Commission (the “Commission”) a prospectus (the “Base Prospectus”) and any
      prospectus supplement that may be needed to update information on the
      status of the Offering, (the “Prospectus Supplement” and together with the
      Base Prospectus, the “Prospectus”) with respect to the registration
      statement (File No. 333-__________) on Form F-1 reflecting the
      Offering, including all amendments thereto, the exhibits and any schedules
      thereto, the documents otherwise deemed to be a part thereof or included
      therein by the rules and regulations of the Commission, in conformity with
      the Securities Act of 1933, as amended (the “Securities Act”), including
      Rule 424(b) thereunder (the “Registration Statement”).  The
      Investor hereby confirms that it has had full access to the Registration
      Statement, the Base Prospectus (including the “Risk Factors” contained
      therein), any Prospectus Supplement, and any of the Company’s periodic
      reports and other information incorporated by reference therein in each
      case as filed with the Commission through its EDGAR website located at
      www.sec.gov, and was able to read, review, download and print such
      materials.

                      
	 
      	 
      	 
      
	
                        6.

                      	 
      	
                        The
      obligations of the Company and the Investor to complete the transactions
      contemplated by this Subscription shall be subject to the
      following:

                         

                      
	 
      	
                        (a)

                      	 
      	
                        The
      Company’s obligation to issue and sell the Units to the Investor shall be
      subject to: (i) the acceptance by the Company of this Subscription
      (as shall be indicated by the Company’s execution of the Signature Page
      hereto), (ii) the receipt by the Company of the purchase price for
      the Units being purchased hereunder as set forth on the Signature Page,
      and (iii) the accuracy and correctness of the representations and
      warranties made by the Investor as set forth in Section 8 and the
      fulfillment of those covenants or undertakings of the Investor prior to
      the Closing.

                      
	 
      	 
      	 
      	 
      
	 
      	
                        (b)

                      	 
      	
                        The
      Investor’s obligation to purchase the Units will be subject to the
      accuracy and correctness of the representations and warranties made by the
      Company as set forth in Section 7 and the fulfillment of those covenants
      or undertakings of the Company prior to the
  Closing.

                      


              

            

          

        

      

    

     

    
      
        	
                7.

              	 
      	
                The
      Company hereby makes the following representations, warranties and
      covenants to the Investor:

                 

              
	 
      	
                (a)

              	 
      	
                The
      Company has the requisite corporate power and authority to enter into and
      to consummate the transactions contemplated by this Subscription and
      otherwise to carry out its obligations hereunder. The execution and
      delivery of this Subscription by the Company and the consummation by it of
      the transactions contemplated hereunder have been duly authorized by all
      necessary action on the part of the Company. This Subscription has been
      duly executed by the Company and, when delivered in accordance with the
      terms hereof, will constitute the valid and binding obligation of the
      Company enforceable against the Company in accordance with its terms,
      except as may be limited by any bankruptcy, insolvency, reorganization,
      moratorium, fraudulent conveyance or other similar laws affecting the
      enforcement of creditors’ rights generally or by general principles of
      equity, regardless of whether such enforceability is considered in a
      proceeding in equity or at law.

              
	 
      	 
      	 
      	 
      
	 
      	
                (b)

              	 
      	
                The
      entry into this Subscription will not constitute a breach or violation of,
      or conflict with, any agreement, commitment or other obligation to which
      the Company is a party or by which it is bound.

              
	 
      	 
      	 
      	 
      
	 
      	
                (c)

              	 
      	
                The
      Company shall make such filings and notices in the manner and time
      required by the Commission with respect to the transactions contemplated
      hereby. The Company shall not identify the Investor by name in any press
      release or public filing, or otherwise publicly disclose the Investor’s
      name, without the Investor’s prior written consent, unless required by law
      or the rules and regulations of any self-regulatory organization which the
      Company or its securities are subject.

                 

              
	 
      	
                (d)

              	 
      	
                The
      Company has not created any obligation for any Broker’s fee in connection
      with the sale of the Units.

                 

              
	
                8.

              	 
      	
                The
      Investor hereby makes the following representations, warranties and
      covenants to the Company:

              
	 	 	 


         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

        
          	 
      	
                  (a)

                	 
      	
                  The
      Investor represents that (i) it has had full access to the
      Registration Statement and the Prospectus (including the “Risk Factors”
      section provided therein), any Prospectus Supplement, as well as any of
      the Company’s periodic reports and other information incorporated by
      reference therein, prior to or in connection with its receipt of this
      Subscription and understands the terms of such documents, (ii) it is
      knowledgeable, sophisticated and experienced in making, and is qualified
      to make, decisions with respect to investments in securities representing
      an investment decision like that involved in the purchase of the Units,
      (iii) it does not have any agreement or understanding, directly or
      indirectly, with any person or entity to distribute any of the Units; (iv)
      is able to afford the economic risks of the investment (i.e., can afford a
      complete loss); (v) has adequate means of providing for its current needs
      and possible contingencies, has no need for liquidity of the investment,
      and has no reason to anticipate any change in its circumstances, financial
      or otherwise, which may cause or require any sale or distribution of such
      Units; (vi) is aware that there is not an active trading market for the
      Units at this time, and any trading market that develops may be limited in
      nature, therefore, its Units may not be freely tradable or transferable;
      (vii) realizes that since the Units cannot be readily transferred, he or
      she may not readily liquidate its investment in the event of unexpected
      financial difficulties; (viii) has been granted the opportunity to ask
      questions of, and receive answers from, the Company concerning the terms
      and conditions of the Offering, and to obtain such additional information
      as the Investor deems necessary to verify the accuracy of the information
      contained in the Registration Statement, Prospectus, any Prospectus
      Supplement, or other public filing by the Company or which otherwise may
      be desired to make an informed investment decision;

                
	 
      	 
      	 
      	 
      
	 
      	
                  (b)

                	 
      	
                  The
      Investor has the requisite power and authority to enter into this
      Subscription and to consummate the transactions contemplated hereby. The
      execution and delivery of this Subscription by the Investor and the
      consummation by it of the transactions contemplated hereunder have been
      duly authorized by all necessary action on the part of the
      Investor.  This Subscription has been executed by the Investor
      and, when delivered in accordance with the terms hereof, will constitute a
      valid and binding obligation of the Investor enforceable against the
      Investor in accordance with its terms, except as enforceability may be
      limited by applicable bankruptcy, insolvency, reorganization, moratorium
      or similar laws affecting creditors’ and contracting parties’ rights
      generally and except as enforceability may be subject to general
      principles of equity (regardless of whether such enforceability is
      considered in a proceeding in equity or at law).

                   

                
	 
      	
                  (c)

                	 
      	
                  The
      entry into this Subscription will not constitute a breach or violation of,
      or conflict with, any agreement, commitment or other obligation to which
      the Investor is a party or by which it is bound.

                   

                
	 
      	
                  (d)

                	 
      	
                  The
      Investor understands that nothing in this Subscription or any other
      materials presented to the Investor in connection with the purchase and
      sale of the Units constitutes legal, tax or investment advice. The
      Investor has consulted such legal, tax and investment advisors as it, in
      its sole discretion, has deemed necessary or appropriate in connection
      with its purchase of the Units.

                
	 
      	 
      	 
      	 
      
	 
      	
                  (e)

                	 
      	
                  The
      Investor represents that, except as set forth below, (i) it has had
      no position, office, directorship, or other material relationship within
      the past three years with the Company or persons known to it to be
      affiliates of the Company, (ii) it is not, and it has no direct or
      indirect affiliation or association with, any FINRA member or an
      Associated Person (as such term is defined under the FINRA Membership and
      Registration Rules Section 1011) as of the date the Investor
      executes this Subscription, and (iii) neither it nor any group of
      investors (as identified in a public filing made with the Commission) of
      which it is a member, acquired, or obtained the right to acquire, 5% or
      more of the Common Shares (or securities convertible or exercisable for
      Common Shares) or the voting power of the Company on a post-transaction
      basis.

                
	 
      	 
      	 
      	 
      
	 
      	
                  (f)

                	 
      	
                  The
      Investor, if it resides or is otherwise located outside the United States,
      will comply with all applicable laws and regulations in each foreign
      jurisdiction in which it purchases, offers, sells or delivers Units or has
      in its possession or distributes any offering material, in all cases at
      its own expense.

                   

                
	
                  9.

                	 
      	
                  Notwithstanding
      any investigation made by any party to this Subscription, all covenants,
      agreements, representations and warranties made by the Company and the
      Investor herein will survive the execution of this Subscription, the
      delivery to the Investor of the Units being purchased and the payment
      therefor.

                


        

         

        
          
            
            

          

          
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                10.

              	 
      	
                The
      Company, on the one hand, and the Investor, on the other hand, will
      indemnify and hold harmless the other from and against any and all costs,
      claims, damages, losses, liabilities, deficiencies and expenses (including
      reasonable attorneys’ fees) that the other such party may incur, sustain
      or suffer as a result of or by reason of any breach by the indemnifying
      party of any of the representations or warranties made by such
      indemnifying party in this Agreement.

              
	 
      	 
      	 
      
	
                11.

              	 
      	
                This
      Subscription may not be modified or amended except pursuant to an
      instrument in writing signed by the Company and the
    Investor.

              
	 
      	 
      	 
      
	
                12.

              	 
      	
                In
      case any provision contained in this Subscription should be invalid,
      illegal or unenforceable in any respect, the validity, legality and
      enforceability of the remaining provisions contained herein will not in
      any way be affected or impaired thereby.

              
	 
      	 
      	 
      
	
                13.

              	 
      	
                This
      Subscription will be governed by, and construed in accordance with, the
      internal laws of the province of Alberta, Canada without giving effect to
      the principles of conflicts of law that would require the application of
      the laws of any other jurisdiction.

              
	 
      	 
      	 
      
	
                14.

              	 
      	
                This
      Subscription may be executed in one or more counterparts (delivery of
      which may be by facsimile or as “pdf” or similar attachments to an
      electronic transmission), each of which will constitute an original, but
      all of which, when taken together, will constitute but one instrument, and
      will become effective when one or more counterparts have been signed by
      each party hereto and delivered to the other parties.

              
	 
      	 
      	 
      
	
                15.

              	 
      	
                The
      Investor acknowledges and agrees that such Investor’s receipt of the
      Company’s counterpart to this Subscription shall constitute written
      confirmation of the Company’s sale of Units to such
    Investor.

              


      

    

    


    [SIGNATURE
PAGE FOLLOWS]

     

    
      
        
        

      

      
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    SIGNATURE PAGE

    


    Number of
Units:                                         
@ $.25 per Unit

    Aggregate
Purchase Price: $                                         


    


    Please
confirm that the foregoing correctly sets forth the agreement between us by
signing in the space provided below for that purpose.

    


    Dated as
of: ____________________, 2009

    


    INVESTOR

    
      	 
      	 
      	 
      	 
      	 
      
	
              By:_______________________________________

            	 
      	 
      	 
      	 
      


    

    
      	
              Print
      Name:________________________________

            	 
      	 
      	 
      	 
      


    

    
      	
              Title:
      _____________________________________

            	 
      	 
      	 
      	 
      


    

    


    
      	 
      	 
      	 
      	 
      	 
      
	
              Name
      in which Units

              are
      to be registered: ___________________________

            	 
      	 
      	 
      	 
      


    

    


    
      	 
      	 
      	 
      	 
      	 
      
	
              Mailing
      Address:

            	 
      	
              _____________________________

              _____________________________

              _____________________________

            	 
      	 
      


    

    


    
      
        
          
            
              	
                      Taxpayer
      Identification Number:
________________

                    


            

          

        

      

    

    


    Agreed
and Accepted this ___day of ____________ 2009:

    


    NORTH
AMERICAN MINERALS GROUP INC.

    
      	 
      	 
      	 
      	 
      	 
      
	
              By:

            	 
      	
               
      ______________________________

            	 
      	 
      
	
              Title:

            	 
      	
               
      ______________________________

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

    THE SALE
OF THE UNITS PURCHASED HEREUNDER WAS MADE PURSUANT TO A REGISTRATION STATEMENT
OR IN A TRANSACTION IN WHICH A FINAL PROSPECTUS WOULD HAVE BEEN REQUIRED TO HAVE
BEEN DELIVERED IN THE ABSENCE OF RULE 172 PROMULGATED UNDER THE SECURITIES
ACT.

    


    
      
        
        

      

      
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