Unassociated Document


    FORM OF 

    WARRANT EXCHANGE
AGREEMENT

    


    This
Warrant Exchange Agreement (this “Warrant Exchange
Agreement”) is dated as of February __, 2009 between North American
Minerals Group Inc., an Alberta (Canada) corporation (the “Company”) and
_________________ (the “Holder”).

     

    WHEREAS,
the Company issued CDN $_______ of units (“Unit”) consisting of one common
share, without par value (“Common Share”) in the capital of the Company and
one-half common share purchase warrant having an exercise price of CDN $0.35 per
share, subject to adjustment, and an expiration date of twelve (12) months from
issuance (“Original Warrant”) for a subscription price of CDN $0.25 per Unit to
the Holder on September 2, 2008 pursuant to a private placement offering (the
“Private Placement”);

     

    WHEREAS,
in order to protect the Holder against the potential for substantial dilution
that may result from the proposed public offering of the Corporation’s Common
Shares to be registered pursuant to its registration statement on Form F-1 with
the U.S. Securities and Exchange Commission, the Company has determined it is in
its best interest to offer to such Holder the ability to exchange each Original
Warrant for one (1) new common stock purchase warrant having an exercise price
of USD $0.30, subject to adjustment, and an expiration date of twenty-four (24)
months from the date of issuance (the “Exchange Warrant”) through a private
placement (the “Exchange Offer”);

     

    WHEREAS,
the Exchange Offer by the Company shall be made pursuant to Sections 3(a)(9) and
4(2) of the Securities Act of 1933, as amended (the “Securities Act”), in
addition to Regulation D or Regulation S each promulgated under the Securities
Act; and

     

    WHEREAS,
The Company is making the Exchange Offer to the Holder upon the terms and
conditions herein.

     

    NOW
THEREFORE, in exchange for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged:

     

    1.           Holder
shall exchange all Original Warrants that were issued and delivered to Holder
and shall relinquish Holder’s right, title and interest in all Original Warrants
(regardless of whether or not such Original Warrants were actually received by
Holder) on the basis of one (1) Original Warrant per Unit for one (1) Exchange
Warrant.

     

    2.           The
undersigned Holder hereby represents and warrants that:

     

    a.           Holder
acknowledges and agrees to the terms and conditions of the Exchange Offer as
provided for herein;

     

    b.           Holder
reaffirms the representations, warranties and acknowledgments originally made in
Section 9 of the Terms and Conditions of Subscription For Units of North
American Minerals Group Inc. (together with the facing page thereon and the
Accredited Investor Status Certificate on Schedule “A”, the “Subscription
Agreement”) with respect to the Exchange Warrants and to the extent consistent
with U.S. federal and state securities laws, as of the date hereof, which
representations, warranties and acknowledgments are incorporated by reference
herein;


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    c.           o
by checking the box to the left, the Holder is an “Accredited Investor”
as  defined in Rule 501(a) of Regulation D, promulgated under the
Securities Act (a copy of which definition is attached hereto as Appendix “A”)
as of the date hereof; and

     

    d.           Holder
has not exercised, assigned, pledged or hypothecated its Original Warrants (or
the Common Shares underlying such Original Warrants (“Warrant Shares”)), in part
or in whole, and hereby grants the Company the power of attorney to cancel all
of the Holder’s Original Warrants and underlying Warrant Shares on the books and
records of the Company or by the Company’s transfer agent, as
applicable:

     

    (i)           Upon
the Company’s receipt of the fully executed and completed Warrant Exchange
Agreement and the surrender by the Holder of all of its Original Warrants;
or

     

    (ii)           in
the event that the Holder never received some or all of its Original Warrants,
then upon the Company’s receipt of this fully executed and completed Warrant
Exchange Agreement along with only those Original Warrants that the Holder
actually received; provided, however, that the
Holder’s execution and delivery of this Warrant Exchange Agreement without the
surrender of Original Warrants by the Holder shall constitute (x) a
representation by the Holder that it never received such Original Warrants and
has not at any time been in possession of such Original Warrants; (y) an
agreement that Holder hereby relinquishes all of its right, title and interest
in and to such Original Warrants and the underlying Warrant Shares; and (z) an
agreement that if such Original Warrants or Warrant Shares are ever subsequently
delivered or come into Holder’s possession or control or into the possession or
control of Holder’s agents, representatives, successors or assigns, such
Original Warrants or Warrant Shares shall be declared null and void and
surrendered promptly to the Company or its stock transfer agents, if any, to be
cancelled.

     

    3.           This
Exchange Offer shall only remain open for twenty (20) business days from when it
is received by the Holder.  If you are in agreement with the foregoing
Exchange Offer, please execute and return this Warrant Exchange Agreement along
with the Original Warrants (if applicable) by express mail to North American
Minerals Group Inc., 1600, 1800 — 4th Street S.W. Calgary, Alberta, Canada at
your earliest convenience.  If you have any additional questions,
please contact Peter Leger, CEO at (p) (888) 422-1122.

     

    4.           Upon
receipt, we will cancel your Original Warrants (and, in the event you never
received some or all of your Original Warrants, will terminate any rights you
may have had to receive such Original Warrants) and issue the corresponding
Exchange Warrants in your name on the Company’s official warrant register or
with our transfer agent, as applicable, and will send the original Exchange
Warrants to you via express mail postmarked to your mailing address in the
Company’s books and records.

     

    5.           The
Holder hereby agrees to indemnify and hold harmless the Company, its officers,
directors, its successors and assigns, and any person now or hereafter acting as
the Company’s transfer agent or acting in any similar capacity, from and against
any and all liability, loss, damage and expense in connection with, or arising
out of such person’s actions in accordance with the terms of this Warrant
Exchange Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    6.           Miscellaneous.

     

    a.           This
Warrant Exchange Agreement and the rights of the parties hereunder shall be
governed by and construed in accordance with the laws of the State of New York
without regard to conflict of law principles.

     

    b.           Each
Holder hereby submits to the exclusive jurisdiction of the federal or state
courts of the State of New York located in New York County, New York with
respect to any action or legal proceeding commenced in connection with this
Warrant Exchange Agreement.  Holder irrevocably waives any objection
it now has or hereafter may have respecting the venue of any such action or
legal proceeding brought in such a court or respecting the fact that such court
is an inconvenient forum and consents to the service of process in any such
action or legal proceeding.

     

    c.           This
Warrant Exchange Agreement constitutes the entire agreement between the parties,
superseding any prior agreements or understandings between them, and shall be
binding upon the Holder and Holder’s permitted assigns and shall inure to the
benefit of the Company and its successors and assigns.

     

    d.           This
Warrant Exchange Agreement may not be modified in any manner unless in writing
and signed by the party against whom enforcement thereof is
sought.  No waiver of any breach or condition of this Warrant Exchange
Agreement shall be deemed to be a waiver of any subsequent breach or condition
of a like or different nature.

     

    e.           This
Warrant Exchange Agreement may be executed in several counterparts, including by
way of facsimile or electronic transmission, each of which shall be deemed an
original but all of which shall constitute one and the same
instrument.

     

    f.           This
Warrant Exchange Agreement and the Exchange Offer are confidential
and  personal to each Holder and do not constitute an Exchange Offer
to any other person.  The Holder agrees not to disclose the terms and
conditions or existance of this Warrant Exchange Agreement to anyone, other than
his or her professional advisors on a confidential basis.

     

    g.           In
the event of any conflicts between the terms of this Warrant Exchange Agreement
and the Subscription Agreement, the terms of this Warrant Exchange Agreement
shall govern.

     

    h.           The
invalidity or unenforceability of any provision of this Warrant Exchange
Agreement shall not affect the validity or enforceability of any other provision
hereof.

     

    [SIGNATURE
PAGE TO FOLLOW]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    In
Witness Whereof, this Warrant Exchange Agreement is accepted, as of the date
indicated above.

     

    
      
        
          
            
              
                
                  
                    	
                            HOLDER

                          	 
      	
                            NORTH
      AMERICAN MINERALS
GROUP INC.

                          
	 
      	 
      	 
      
	 
      	 
      	
                            By: 

                          	 
      
	
                            Signature
      of Holder

                          	 
      	
                            Its:

                          	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                            Print
      Name

                          	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                            Number
      of Original Warrants

                          	 
      	 
      


                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Appendix
“A”

    


    Definition of “Accredited
Investor” under Regulation D

    


    (a) Accredited investor. Accredited
investor shall mean any person who comes within any of the following
categories, or who the issuer reasonably believes comes within any of the
following categories, at the time of the sale of the securities to that
person:

    


    (1) Any
bank as defined in section 3(a)(2) of the Act, or any savings and loan
association or other institution as defined in section 3(a)(5)(A) of the Act
whether acting in its individual or fiduciary capacity; any broker or dealer
registered pursuant to section 15 of the Securities Exchange Act of 1934; any
insurance company as defined in section 2(13) of the Act; any investment company
registered under the Investment Company Act of 1940 or a business development
company as defined in section 2(a)(48) of that Act; any Small Business
Investment Company licensed by the U.S. Small Business Administration under
section 301(c) or (d) of the Small Business Investment Act of 1958; any plan
established and maintained by a state, its political subdivisions, or any agency
or instrumentality of a state or its political subdivisions, for the benefit of
its employees, if such plan has total assets in excess of $5,000,000; any
employee benefit plan within the meaning of the Employee Retirement Income
Security Act of 1974 if the investment decision is made by a plan fiduciary, as
defined in section 3(21) of such act, which is either a bank, savings and loan
association, insurance company, or registered investment adviser, or if the
employee benefit plan has total assets in excess of $5,000,000 or, if a
self-directed plan, with investment decisions made solely by persons that are
accredited investors;

    


    (2) Any
private business development company as defined in section 202(a)(22) of the
Investment Advisers Act of 1940;

    


    (3) Any
organization described in section 501(c)(3) of the Internal Revenue Code,
corporation, Massachusetts or similar business trust, or partnership, not formed
for the specific purpose of acquiring the securities offered, with total assets
in excess of $5,000,000;

    


    (4) Any
director, executive officer, or general partner of the issuer of the securities
being offered or sold, or any director, executive officer, or general partner of
a general partner of that issuer;

    


    (5) Any
natural person whose individual net worth, or joint net worth with that person's
spouse, at the time of his purchase exceeds $1,000,000;

    


    (6) Any
natural person who had an individual income in excess of $200,000 in each of the
two most recent years or joint income with that person's spouse in excess of
$300,000 in each of those years and has a reasonable expectation of reaching the
same income level in the current year;

    


    (7) Any
trust, with total assets in excess of $5,000,000, not formed for the specific
purpose of acquiring the securities offered, whose purchase is directed by a
sophisticated person as described in § 230.506(b)(2)(ii); and

    


    (8) Any
entity in which all of the equity owners are accredited
investors.