CONSULTING SERVICES AGREEMENT
THIS AGREEMENT dated the
6th
day of September, 2006.
BETWEEN:
NORTH AMERICAN MINERALS GROUP,
INC., a
corporation continued pursuant to the laws of the Province of British Columbia
(“North American
Minerals”)
- and
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XXXX
XXXXXXXXXX, an individual resident in the in the City of Calgary, in the
Province of Alberta (“Xxxxxxxxxx”)
- and
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XXXXX XXXXXX, an individual
resident in the in the City of Calgary, in the Province of Alberta (“Xxxxxx”)
- and
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XXXXX XXXXX, an individual
resident in the in the City of Calgary, in the Province of Alberta (“Xxxxx”)
- and
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XXXX XXXXX, an individual
resident in the in the City of Calgary, in the Province of Alberta (“Yair”)
(Xxxxxxxxxx,
Xxxxxx, Xxxxx and Xxxx collectively referred to herein as, the “Consultants”)
WITNESSESETH
THAT WHEREAS:
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(a)
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North
American Minerals wished to acquire certain properties with potential for
conducting diamond mining operations by identifying potential vendors of
such properties and acquiring such properties on terms financially
favourable to North American
Minerals;
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(b)
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to
achieve the desired commercial results North American Minerals required
the expert consulting and advisory services of the Consultants to identify
opportunities for acquiring such properties, and to find or identify
appropriate potential vendors to achieve such objectives (the “Services”);
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(c)
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the
Consultants have considerable experience and expertise in matters relating
to the Services and North American Minerals determined to engage the
Consultants for the provision of the Services and agreed to pay the
Consultants a finder’s fee commensurate with the results achieved for
North American Minerals from such Services, and the Consultants agreed to
provide the Services to North American Minerals on such
basis;
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(d)
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in
the course of providing such Services, the Consultants identified an
opportunity to acquire certain properties (the “Properties”) from X.X.
Xxxxx (“Black”)
and, to that end, assisted North American Minerals in making initial
contact and opening negotiations with Black to conclude an arrangement
with Black whereby Black would sell the Properties upon favourable
terms;
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(e)
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in
consideration for the Services and subject to compliance with all
applicable regulations, stock exchange rules and securities commission
rules and polices North American Minerals agreed to issue to the
Consultants an aggregate of one million (1,000,000) Class A common shares
(“Common Shares”)
in the capital of North American Minerals (the “Success Fee”);
and
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(f)
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the
parties hereto now intend to evidence the agreement of the Consultants to
perform the Services and of North American Minerals to pay the Success Fee
by the execution of this Agreement.
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NOW THEREFORE in consideration
of the premises, of the mutual commitments evidenced herein, and for other good
and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
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1.
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The
recitals to this Agreement are incorporated into and shall form part of
this Agreement.
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2.
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The
Consultants confirm that they have completed the performance of the
Services and North American Minerals confirms that all the Services have
been performed to its satisfaction and have achieved for North American
Minerals the desired goal of acquiring properties with the potential for
conducting diamond mining
operations.
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3.
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North
American Minerals acknowledges and agrees that, in consideration of the
benefits to North American Minerals resulting from the Services, forthwith
upon the execution hereof and subject to compliance with all applicable
regulations, stock exchange rules and securities commission rules and
policies, each Consultant shall be issued two hundred and fifty thousand
(250,000) Common Shares.
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4.
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Each
of the Consultants represent, warrant and covenant to the Corporation (and
acknowledge that the Corporation and its counsel is relying thereon)
that:
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(a)
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it
has been independently advised as to restrictions with respect to trading
in the Common Shares imposed by applicable securities legislation,
confirms that no representation (written or oral) has been made to it by
or on behalf of the Corporation with respect thereto, acknowledges that it
is aware of the characteristics of the Common Shares, the risks relating
to an investment therein and of the fact that it may not be able to resell
the Common Shares except in accordance with limited exemptions under
applicable securities legislation and regulatory policy until expiry of
the applicable hold period or restricted period and compliance with the
other requirements of applicable law; and it agrees that any certificates
representing the Common Shares will bear a legend indicating that the
resale of such securities is
restricted;
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(b)
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it
is aware that: (i) the Corporation is not a reporting issuer under the
securities legislation of any province and that as a result the applicable
hold period on the Common Shares may never expire; (ii) if no further
statutory exemption may be relied upon and no discretionary order is
obtained, this could result in it having to hold the Common Shares
acquired hereunder for an indefinite period of time; (iii) there is no
market for the Common Shares; and (iv) the Corporation is not undertaking
to file a prospectus, now or in the
future;
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(c)
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it
has not received or been provided with, nor has it requested, nor does it
have any need to receive, any offering memorandum, any prospectus, sales
or advertising literature, or any other document (other than an annual
report, annual information form, interim report, information circular or
any other continuous disclosure document, other than an offering
memorandum, the content of which is prescribed by statute or regulation)
describing or purporting to describe the business and affairs of the
Corporation which has been prepared for delivery to, and review by,
prospective purchasers in order to assist it in making an investment
decision in respect of the Common
Shares;
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(d)
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it
is resident in Alberta and is a “close business
associate” of a director, officer, employee, founder or control
person of the Corporation (as such terms are defined under applicable
securities laws) and, if requested by the Corporation, will provide a
signed statement describing the relationship with any of such
persons. For the purposes of this subparagraph “close business
associate” means that the Consultant has had sufficient prior business
dealings with such individual (where such relationship is direct and
extends beyond being a casual business associate or a person introduced or
solicited for the purpose of purchasing securities or a client, customer
or former client or customer or being a close business associate of a
close business associate of such individual) to be in a position to assess
the capabilities and trustworthiness of such individual;
and
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(e)
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it
acknowledges that it is encouraged to obtain independent legal, income tax
and investment advice with respect to its subscription for the Common
Shares and accordingly, has had an opportunity to acquire an understanding
of the meanings of all terms contained herein relevant to the Consultant
for the purpose of giving the representations, warranties and covenants
under this Agreement.
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5.
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All
notices and correspondence required under the terms of this Agreement
shall be in writing and sent by registered mail, courier or
facsimile:
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To North
American Minerals:
North
American Minerals Group, Inc.
00 Xxxx
Xxxx. XX
Xxxxxxx,
Xxxxxxx X0X 0X0
Fax: (000)
000-0000
Email:
xxxxxxxxxxxxxxxxxxxxx@xxxxx.xxx
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To the
Consultants:
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Xxxx
Xxxxxxxxxx
Xxxxx
0000, 0000 Xxxxxx Xxxx X.X.
Xxxxxxx,
Xxxxxxx X0X 0X0
Fax: (000)
000-0000
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Xxxxx
Xxxxxx
Xxxxx
0, 000 – 00xx
Xxxxxx X.X.
Xxxxxxx,
Xxxxxxx X0X 0X0
Fax: (000)
000-0000
Email: xxxxxxx@xxxxxxxxxxxxx.xxx
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Xxxxx
Xxxxx 00 Xxxx Xxxx. XX
Xxxxxxx,
Xxxxxxx X0X 0X0
Fax: (000)
000-0000
Email: xxxxx@xxxxx.xxx
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Xxxx
Xxxxx
00
Xxxx Xxxx. XX
Xxxxxxx,
Xxxxxxx X0X 0X0
Fax: (000)
000-0000
Email: xxxx@xxxxx.xxx
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A
document sent by registered mail or by courier shall be deemed to have been
received on the date indicated upon the confirmation of receipt. A
document sent by telecopier shall be deemed to have been received on the day
following the date of transmission as indicated on the transmission
confirmation. Either party may at any time give notice in writing to
the other party of the change of its coordinates for the purpose of this
Agreement.
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6.
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This
Agreement shall not be assigned by either party hereto without the prior
written consent of the other parties which consent shall not be
unreasonably withheld.
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7.
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Nothing
in the terms of the present Agreement shall be interpreted as creating an
employment or agency relationship, a partnership or a joint venture
between North American Minerals or its employees and the Consultants, nor
as conferring upon North American Minerals or its employees the authority
to bind the Consultants with respect to suppliers, business partners or
licensees of the Consultants or any other person. Each of the
Consultants represents that it is in business for itself and that it is an
independent contractor for income tax
purposes.
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8.
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The
Consultants acknowledge that they have had access to property and
information of North American Minerals. All confidential
information, trade secrets or property that the Consultants have had
access to or which they have acquired in relation to providing the
Services or performing this Agreement shall be kept strictly confidential
by the Consultants, except to the extent disclosure thereof is authorized
by North American Minerals or required by law, and shall be used only for
the benefit of North American Minerals. The Consultants agree
not to use for their own purposes or for any purpose other than that of
North American Minerals any information which has been learned or which
the Consultants have had access to during the provision of the
Services. The Consultants hereby acknowledge that they have
returned to North American Minerals all devices, records, data, notes,
reports, proposals, lists, correspondence, specifications, materials,
equipment or any other documents belonging to North American Minerals,
together with any copies, which may have come into the Consultants’
possession.
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9.
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This
Agreement shall be governed by, interpreted, and construed in accordance
with the laws of the Province of Alberta, without regard to the conflicts
of law principles thereof.
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10.
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This
Agreement sets forth the entire agreement between the parties concerning
the subject matter hereof, and supersedes all prior and contemporaneous
written or oral negotiations and agreements between them concerning the
subject matter hereof.
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11.
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This
Agreement may be executed in counterparts with the same effect as if all
parties had signed the same document, each of which counterparts shall be
deemed to be an original and all of which together shall constitute one
and the same Agreement. Either party may deliver an executed
copy of this Agreement to the other by facsimile
transmission.
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IN WITNESS WHEREOF the parties
hereto have executed this Agreement effective as of the date first above
written.
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Per:
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/s/ Xxxx Xxxxx | ||
| /s/ Xxxx Xxxxxxxxxx | |||
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Witness
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XXXX
XXXXXXXXXX
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| /s/ Xxxxx X. Xxxxxx | /s/ Xxxxx Xxxxxx | ||
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Witness
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XXXXX
XXXXXX
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| /s/ Juliamai Xxxxxx | /s/ Xxxxx Xxxxx | ||
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Witness
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XXXXX
XXXXX
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| /s/ Juliamai Xxxxxx | /s/ Xxxx Xxxxx | ||
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Witness
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XXXX
XXXXX
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