Fortress Financial Group fka FFGO

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EXHIBIT A
TERMS OF SERIES "A" PREFERRED SHARES

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES "A" PREFERRED STOCK OF NORTH AMERICAN GOLD & MINERALS FUND.

NORTH AMERICAN GOLD & MINERALS FUND (the "Company"), a corporation organized and existing under and by virtue of the Revised Statutes of the State of Nevada (the "NRS"), in accordance with Section 78.1955 of the NRS, DOES HEREBY CERTIFY that:

The Amended and Restated Articles of Incorporation of the Company provide that the Company is authorized to issue 1,000,000,000 shares of preferred stock, par value $0.0001 per share. The Amended and Restated Articles of Incorporation provide, further, that the Board of Directors is authorized, to the extent permitted by law, to provide for the issuance of the shares of preferred stock in series, and by filing a certificate pursuant to the NRS, to establish from time to time the number of shares to be included in each series and to fix the designation, powers, preferences and rights and the qualifications, limitations or restrictions thereof. Pursuant to the authority conferred upon the Board of Directors by the Amended and Restated Articles of Incorporation, the Board of Directors, by Unanimous Written Consent dated August 11, 2010, adopted a resolution providing for the designation, rights, powers and preferences and the qualifications, limitations and restrictions of 52,085,000 shares of Series A Preferred Stock, par value $0.0001 per share, and that a copy of such resolution is as follows:

RESOLVED, that pursuant to the authority vested in the Board of Directors of the Company, the provisions of its Amended and Restated Articles of Incorporation, and in accordance with the NRS, the Board of Directors hereby authorizes the filing of a Certificate of Designations, Preferences and Rights of Series A Preferred Stock of North American Gold & Minerals Fund. Accordingly, the Company's Series A Preferred Stock shall have the powers, preferences and rights and the qualifications, limitations and restrictions thereof, as follows:

1. DESIGNATION AND NUMBER OF SHARES. Shares of the series shall be designated and known as the Series A Preferred Stock of the Company. The Series A Preferred Stock shall consist of 52,085,000 shares and have a par value of $0.0001 per share. Shares of the Series A Preferred Stock (hereinafter referred to as the "Series A Preferred Stock") which are retired, converted into shares of the Company's common stock, purchased or otherwise acquired by the Company shall be cancelled and shall revert to authorized but un-issued preferred stock, undesignated as to series and subject to re-issuance by the Company as shares of preferred stock of any one or more series.