<SUBMISSION>
<ACCESSION-NUMBER>0001062993-14-001326
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20140310
<ITEMS>1.01
<ITEMS>2.01
<ITEMS>8.01
<ITEMS>9.01
<FILING-DATE>20140314
<DATE-OF-FILING-DATE-CHANGE>20140314
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>AMERICAN PETRO-HUNTER INC
<CIK>0001040482
<ASSIGNED-SIC>1389
<IRS-NUMBER>980171619
<STATE-OF-INCORPORATION>NV
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-22723
<FILM-NUMBER>14694080
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>17470  NORTH PACESETTER WAY
<CITY>SCOTTSDALE
<STATE>AZ
<ZIP>85255
<PHONE>480-305-2052
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>17470  NORTH PACESETTER WAY
<CITY>SCOTTSDALE
<STATE>AZ
<ZIP>85255
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>TRAVELPORT SYSTEMS INC
<DATE-CHANGED>20001129
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>WOLF INDUSTRIES INC
<DATE-CHANGED>19970604
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k.htm
<DESCRIPTION>FORM 8-K
<TEXT>
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<HEAD>
   <TITLE>American Petro-Hunter, Inc.: Form 8-K - Filed by newsfilecorp.com</TITLE>
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<P align=center><B><FONT size=5>UNITED STATES </FONT></B><BR><B><FONT
size=5>SECURITIES AND EXCHANGE COMMISSION </FONT></B><BR><B>Washington, D.C.
20549 </B></P>
<P align=center><B><FONT size=5>FORM 8-K </FONT></B></P>
<P align=center><B>CURRENT REPORT </B></P>
<P align=center><B>Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 </B></P>
<P align=center><U><B>March 10, 2014 </B><BR></U>Date of Report (Date of
earliest event reported) </P>
<P align=center><U><B><FONT size=5>AMERICAN PETRO-HUNTER, INC.
</FONT></B><BR></U>(Exact name of registrant as specified in its charter) </P>
<TABLE
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  <TR vAlign=top>
    <TD align=center><U><B>Nevada </B></U></TD>
    <TD align=center width="33%"><U><B>0-22723 </B></U></TD>
    <TD align=center width="33%"><U><B>90-0552874 </B></U></TD></TR>
  <TR vAlign=top>
    <TD align=center>(State or other jurisdiction of </TD>
    <TD align=center width="33%">(Commission File </TD>
    <TD align=center width="33%">(IRS Employer Identification </TD></TR>
  <TR vAlign=top>
    <TD align=center>incorporation) </TD>
    <TD align=center width="33%">Number) </TD>
    <TD align=center width="33%">No.) </TD></TR></TABLE>
<P align=center><B>250 N. Rock Rd., Suite 365 </B><BR><B>Wichita KS, 67206
</B><BR><B><U>(316) 201-1853 </U></B><BR>(Address and telephone number of
principal executive offices) (Zip Code) <BR>(Registrant&#146;s telephone number,
including area code) </P>
<P align=justify>Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions: </P>
<P>[&nbsp;&nbsp;&nbsp;] Written communications pursuant to Rule 425 under the
Act (17 CFR 230.425) </P>
<P>[&nbsp;&nbsp;&nbsp;] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) </P>
<P>[&nbsp;&nbsp;&nbsp;] Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) </P>
<P>[&nbsp;&nbsp;&nbsp;] Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) </P>
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<P align=justify><B>SECTION 1 &#150; REGISTRANT&#146;S BUSINESS AND OPERATIONS </B></P>
<P align=justify><B>Item 1.01. Entry into a Material Definitive Agreement
</B></P>
<P align=justify>The information set forth in Item 2.01 below is incorporated
herein by reference. </P>
<P align=justify><B>SECTION 2 &#150; FINANCIAL INFORMATION </B></P>
<P align=justify><B>Item 2.01. Completion of Acquisition or Disposition of
Assets </B></P>
<P align=justify>On March 10, 2014, American Petro-Hunter, Inc. (the &#147;Company&#148;)
completed a sale to Roberson Oil Company, Inc., an Oklahoma corporation, of all
its rights in and to certain properties located in Payne and Lincoln Counties in
Oklahoma (the &#147;Properties&#148;), pursuant to the terms of a Purchase and Sale
Agreement, dated February 14, 2014 (the &#147;Agreement&#148;). Pursuant to the terms of
the Agreement, the sale includes all the Company&#146;s rights in the six wells
located on the Properties and the Company&#146;s rights under the Oil and Gas
Development Agreement with Bay Petroleum Corp., dated January 4, 2012, as
amended, and all Joint Operating Agreements related to the wells. The Company
received cash consideration of $540,000 in exchange for the assets purchased
pursuant to the Agreement. The description of the Agreement contained in this
Current Report on Form 8-K is qualified in its entirety by reference to the text
of the Agreement, which is filed as Exhibit 10.1 hereto and is incorporated by
reference herein.</P>
<P align=justify><B>SECTION 8 &#150; OTHER EVENTS </B></P>
<P align=justify><B>Item 8.01. Other Events. </B></P>
<P align=justify>On March 5, 2014, the Company issued a press release discussing
the Agreement and its plans to expand its business to include the acquisition
and operation of workforce accommodation facilities servicing the energy
industry, in addition to the Company&#146;s continued exploration, development and
production of crude oil and natural gas properties. In connection with this new
business strategy, the Company expects it will undertake changes to the
Company&#146;s management team and Board of Directors and may change the name of the
Company to reflect the shift in its business focus. The press release is
included as Exhibit 99.1 to this Current Report on Form 8-K. </P>
<P align=justify><B>SECTION 9 &#150; FINANCIAL STATEMENTS AND EXHIBITS </B></P>
<P align=justify><B>Item 9.01. Financial Statements and Exhibits. </B></P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left ><U>Exhibit No.</U> </TD>
    <TD align=left width="90%"><U>Exhibit Description</U> </TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee ><a href="exhibit2-1.htm">2.1 </a></TD>
    <TD align=left width="90%" bgColor=#eeeeee><a href="exhibit2-1.htm">Purchase and Sale Agreement with Roberson Oil Company, Inc., dated February 14, 2014 </a></TD>
  </TR>
  <TR vAlign=top>
    <TD align=left ><a href="exhibit99-1.htm">99.1 </a></TD>
    <TD align=left width="90%"><a href="exhibit99-1.htm">Press Release of the Company, dated March 5, 2014 </a></TD>
  </TR></TABLE>
<P align=justify>The information set forth in Exhibit 99.1 attached hereto is
furnished and shall not be deemed &#147;filed&#148; for purposes of Section 18 of the
Securities Exchange Act of 1934, and shall not be deemed incorporated by
reference in any filing with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 or the Securities Act of 1933, whether made
before or after the date hereof and irrespective of any general incorporation by
reference language in any filing. </P>
<P align=justify>Portions of this report may constitute &#147;forward-looking
statements&#148; defined by federal law. Although the Company believes any such
statements are based on reasonable assumptions, there is no assurance that the
actual outcomes will not be materially different. Any such statements are made
in reliance on the &#147;safe harbor&#148; protections provided under the Private
Securities Litigation Reform Act of 1995. Additional information about issues
that could lead to material changes in the Company&#146;s performance is contained in
the Company&#146;s filings with the Securities and Exchange Commission and may be
accessed at www.sec.gov. </P>
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<P align=center><B>SIGNATURE </B></P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of
the Securities Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly authorized. </P>
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  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left width="50%"><B>AMERICAN PETRO-HUNTER INC.,</B> </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left width="50%">a Nevada Corporation </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="50%">&nbsp; </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="50%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left>Dated: March 13, 2014 </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="50%">/s/
      Robert B. McIntosh </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left width="50%">Robert B. McIntosh, Chief Executive Officer
  </TD></TR></TABLE><BR>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.1
<SEQUENCE>2
<FILENAME>exhibit2-1.htm
<DESCRIPTION>EXHIBIT 2.1
<TEXT>
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   <TITLE>American Petro-Hunter, Inc.: Exhibit 2.1 - Filed by newsfilecorp.com</TITLE>
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<P align=center><B><U>PURCHASE AND SALE AGREEMENT</U></B> </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Purchase and Sale Agreement
(&#147;<U>Agreement</U>&#148;), entered into as of <B>February 14, 2014</B>, to be
effective January 1, 2014 (the &#147;<U>Effective Date</U>&#148;), is by and between
American Petro-Hunter, Inc., a Nevada corporation, with an address of 250 N.
Rock Rd., Suite 365, Wichita, KS 67206 (&#147;<U>Seller</U>&#148;), and Roberson Oil
Company, Inc., an Oklahoma corporation having its principal place of business
located at 201 E. Cottage Street, Ada, Oklahoma 74820 (&#147;<U>Buyer</U>&#148;). Seller
and Buyer are sometimes referred to herein individually as a &#147;<U>Party</U>&#148; and
collectively as the &#147;<U>Parties</U>&#148;. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, Seller owns the
Properties (as defined below) and desires to sell the Properties to Buyer, and
Buyer desires to purchase the Properties from Seller, upon the terms and
conditions set forth herein. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW THEREFORE in consideration of
the mutual covenants contained in this Agreement and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Buyer and Seller agree as follows: </P>
<P align=justify>1. Subject to the terms and conditions hereof, Seller hereby
agrees to sell, convey and assign to Buyer, and Buyer hereby agrees to purchase,
one hundred percent (100%) of the Working Interest owned by Seller, the amount
of such Working Interest owned by Seller being more particularly described in
<B><U>Exhibit A</U></B><B> </B>attached hereto and made a part hereof for all
purposes, and an undivided Seventy-Seven percent (77%) Net Revenue Interest
<U>(as defined below) on an 8/8ths basis</U>, proportionately reduced to the
assigned Working Interest, in and to the oil and gas leases described in
<B><U>Exhibit A </U></B>(the &#147;<U>Leases</U>&#148;), including any extensions and
renewals thereof; and, all oil, gas, water, disposal and injection wells located
on the lands covered by the Leases or included in pooled acreage or units with
which any Lease may have been pooled or unitized (the &#147;<U>Wells</U>&#148;), including
the Wells listed on <B><U>Exhibit B</U></B>, and all oil, gas and other
hydrocarbons produced from or attributable to the Wells, all Leases free and
clear of all liens, encumbrances and mortgages, and all rights to any operating
agreements and all rights to the Oil and Gas Development Agreements further
described on the attached <B><U>Exhibit C</U></B>, and all other real and
personal property, any and all other property rights relating to the Leases, the
leasehold estates created thereby, or the lands covered by the Leases or
included in pooled acreage or units with which any Lease may have been pooled or
unitized, including, but not limited to, all surface leases and surface use
agreements, easements, rights of way, servitudes, contracts, contract rights,
water rights, lease, title and other files, geophysical and seismic data, and
any net profits interest, production payments, reversionary interests and other
interests in the oil and gas in place or the production thereof from the lands
covered by the Leases or included in pooled acreage or units with which any
Lease may have been pooled or unitized (all the foregoing collectively the
&#147;<U>Properties</U>&#148;). For clarification purposes, it is the expressed intent of
the Seller to assign all right, title and interest to the leases included in
Exhibit A whether mentioned specifically or not. </P>
<P align=justify>2. The consideration for the sale of the Properties shall be
FIVE-HUNDRED-FORTY THOUSAND </P>
<P align=justify>DOLLARS ($540,000) (the &#147;<U>Purchase Price</U>&#148;). The effective
date and time for the purchase and sale of the Properties shall be 7:00 a.m. at
the location of the Properties on the Effective Date (the &#147;Effective Time&#148;).
</P>
<P align=justify>3. Seller represents and warrants to Buyer as of the Effective
Date and as of the Closing Date that: (a) </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Seller (i) has been duly
organized and is validly existing and in good standing under the laws of the
jurisdiction of its organization and is duly qualified or licensed to do
business and is in good standing as a foreign entity in each jurisdiction in
which the character or location of its assets or properties (whether owned,
leased or licensed) or the nature of its business make such qualification necessary, (ii) is authorized to enter into this Agreement and
consummate the transactions contemplated hereby, and (iii) has all requisite
power and authority to own its property (including the Properties); </P>
<P align=center>1</P>
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<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) neither the execution and
delivery of this Agreement nor the consummation or performance of the
transactions contemplated hereby will (i) result in any default under any
agreement or instrument to which Seller is a party or by which any of the
Properties is bound, (ii) violate any provision of Seller&#146;s organizational or
governing documents, (iii) violate any order, writ, injunction, permit, decree,
statute, rule or regulation applicable to Seller or to any of the Properties, or
(iv) require any filing, consent or approval under any statute, rule or
regulation (except for approvals required to be obtained from governmental
entities who are lessors under the Leases or who administer such Leases on
behalf of such lessors that are customarily obtained post-closing); </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Seller is not a &#147;foreign
person&#148; within the meaning of Code Section 1445; </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) this Agreement constitutes
(and the other instruments delivered at the Closing (defined below), when
executed and delivered, will constitute) the legal, valid and binding obligation
of Seller, enforceable in accordance with its terms, except as limited by
bankruptcy or other laws applicable generally to creditor&#146;s rights and as
limited by general equitable principles; </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) there are no pending suits,
actions, or other proceedings in which Seller is a party, and, none have been
threatened, relating to any of the Properties, including, without limitation,
any actions challenging or pertaining to Seller&#146;s title to any of the Properties
or affecting the execution and delivery of this Agreement or the consummation of
the transactions contemplated hereby; </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) except for those agreements
listed in <B></B><B><U>Exhibit C</U></B>, none of the Leases (i) is subject to
the terms of any preferential right for a third party to purchase such Leases,
or a right of first refusal, (ii) requires the consent of any third party to the
valid assignment of such Lease to Buyer, (iii) is subject to the terms of any
purchase or sale agreements; partnership, joint venture and/or exploration or
development agreements; transportation, marketing, and/or processing agreements;
areas of mutual interest, non-competition agreements or other restrictions, (iv)
is subject to any surface waivers or similar restrictions on drilling or
location of drill sites, or other restrictions on the ingress and egress to and
from the Leases, for purposes of drilling and other operations, or (v) is
subject to a drilling commitment, continuous drilling obligation, or other
obligation to drill a well or wells during the primary term thereof; </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) <U>INTENTIONALLY OMITTED.</U>
</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) except for those agreements
listed in <B><U>Exhibit C</U></B>, no individual or entity has any claim to the
Properties or any interest therein for which Seller (or Buyer as transferee) is
or would be obligated to compensate such individual or entity for (including
brokerage fees) or for which Seller (or Buyer as transferee) would be obligated
to further transfer any interest in the Properties to such individual or entity;
</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) <U>INTENTIONALLY OMITTED</U>;
</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j) <U>INTENTIONALLY OMITTED</U>;
</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k) INTENTIONALLY OMITTED. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l) Seller has provided Buyer
with true, correct and complete copies of all contracts relating to any of the
Properties, all of which are valid and binding and in full force and effect;
</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m) <U>INTENTIONALLY OMITTED</U>;
</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n) <U>INTENTIONALLY OMITTED</U>;
</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(o) <U>INTENTIONALLY OMITTED</U>;
</P>
<P align=center>2</P>
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<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(p) the Leases, and Seller (with
respect to the Leases), are not the subject of any pending regulatory compliance
or enforcement action or known investigation, and Seller has not received any
notice, notification, demand, request for information, citation, summons or
order with respect to the </P>
<P align=justify>Leases and alleging a material violation of any law, rule,
regulation, order, or other command or directive issued by any governmental
authority (including any Environmental Law) or permit (collectively
&#147;<U>Laws</U>&#148;); </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(q) INTENTIONALLY OMITTED </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(r) INTENTIONALLY OMITTED </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(s) <U>INTENTIONALLY OMITTED</U>;
</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(t) <U>INTENTIONALLY OMITTED</U>;
</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(u) <U>INTENTIONALLY OMITTED</U>;
</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) <U>INTENTIONALLY OMITTED</U>;
</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(w) Seller has provided Buyer
with a complete and accurate list of the status of any &#147;payout&#148; balance, as of
the date hereof, for the Wells subject to a reversion or other adjustment at
some level of cost recovery or payout; </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(x) none of the Properties are
subject to tax partnership reporting requirements under applicable provisions of
the Internal Revenue Code of 1986, as amended (the &#147;<B><U>Code</U></B>&#148;) or any
foreign, state or local Law. With respect to Taxes and Tax Returns: (i) all
material Tax Returns required to be filed by Seller with respect to the
Properties have been filed, (ii) all Taxes shown as due on such Tax Returns have
been paid, (iii) all other Taxes, assessments, excises and other levies not
reported on Seller&#146;s Tax Returns but that pertain to the Properties, which, if
not paid, could constitute Liens or charges against the Properties, except for
Taxes being contested in good faith and by appropriate proceedings have been
paid or will be paid in the ordinary course as same become due and payable, (iv)
there are no material Liens on any of the Properties that arose in connection
with any failure to pay any Tax, (v) there is no material claim or inquiry
pending by any governmental authority in connection with any Tax or any Tax
Return described in clauses (i), (ii) or (iii), (vi) no written claim has been
made by any governmental authority in a jurisdiction where Seller does not file
a Tax Return that it is or may be subject to material taxation in that
jurisdiction with respect to the Properties, and (vii) none of the Properties is
held in or subject to an arrangement or agreement that results in any of the
Properties being treated as held in or subject to a partnership (or otherwise
treated as an interest in any entity) for federal, state, or local income tax
purposes; and </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(y) <U>INTENTIONALLY OMITTED</U>
</P>
<P style="MARGIN-LEFT: 5%" align=justify>For purposes of this Agreement, &#147;<U>Tax
Returns</U>&#148; means any report, return, election, document, estimated tax filing,
declaration, claim for refund, information returns, or other filing provided to
any governmental authority with respect to Taxes including any schedules or
attachments thereto and any amendment thereof. </P>
<P style="MARGIN-LEFT: 5%" align=justify>For purposes of this Agreement,
"<U>Taxes</U>" means all taxes, duties, levies, imposts, or other similar
charges imposed by a governmental authority with respect to Seller&#146;s ownership
of the Properties and or the Leases, including, without limitation, all income,
franchise, profits, margins, capital gains, transfer, gross receipts, sales,
use, transfer, ad valorem, real or personal property, excise, severance, or other similar charges of
any kind, and all estimated taxes, deficiency assessments, additions to tax,
penalties and interest with respect to taxes, whether disputed or otherwise.</P>
<P align=center>3</P>
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<P style="MARGIN-LEFT: 5%" align=justify>For purposes of this Agreement, &#147;<U>Net
Mineral Acres</U>&#148; shall mean, with respect to a particular Lease, the product
of (i) the percentage interest in such Lease that is burdened with the
obligation to bear and pay costs and expenses of maintenance, development and
operations in connection with such Lease, without regard to royalties,
overriding royalties, net profits interests or other similar burdens
(&#147;<U>Working Interest</U>&#148;) <I>multiplied by </I>(ii) the number of acres
covered by such Lease <I>multiplied by </I>(iii) the Lessor&#146;s percentage
interest in the oil and gas mineral fee estate in the land covered by such
Lease. </P>
<P style="MARGIN-LEFT: 5%" align=justify>The representations and warranties in
<U>Sections 3(a) </U>through <U>(d) </U>shall survive the Closing indefinitely.
The representations and warranties in <U>Sections 3(e) </U>through <U>(w)
</U>shall survive Closing for a period of two years. </P>
<P align=justify>4. Buyer represents and warrants to Seller as of the Effective
Date and as of the Closing Date that: </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Buyer (i) has been duly
organized and is validly existing and in good standing under the laws of the
jurisdiction of its organization and is duly qualified or licensed to do
business and is in good standing as a foreign entity in each jurisdiction in
which the character or location of its assets or properties (whether owned,
leased or licensed) or the nature of its business make such qualification
necessary, (ii) is authorized to enter into this Agreement and consummate the
transactions contemplated hereby, and (iii) has all requisite power and
authority to own its property (including the Properties); </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) neither the execution and
delivery of this Agreement nor the consummation or performance of the
transactions contemplated hereby will (i) result in any default under any
agreement or instrument to which Buyer is a party or by which any of the
Properties is bound, (ii) violate any provision of Buyer&#146;s organizational or
governing documents, (iii) violate any order, writ, injunction, permit, decree,
statute, rule or regulation applicable to Buyer or to any of the Properties, or
(iv) require any filing, consent or approval under any statute, rule or
regulation (except for approvals required to be obtained from governmental
entities who are lessors under the Leases or who administer such Leases on
behalf of such lessors that are customarily obtained post-closing); </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Buyer is not a &#147;foreign
person&#148; within the meaning of Code Section 1445; </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) this Agreement constitutes
(and the other instruments delivered at the Closing (defined below), when
executed and delivered, will constitute) the legal, valid and binding obligation
of Buyer, enforceable in accordance with its terms, except as limited by
bankruptcy or other laws applicable generally to creditor&#146;s rights and as
limited by general equitable principles; </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) there are no pending suits,
actions, or other proceedings in which Buyer is a party, and, none have been
threatened, relating to any of the Properties, including, without limitation,
any actions challenging or pertaining to Buyer&#146;s title to any of the Properties
or affecting the execution and delivery of this Agreement or the consummation of
the transactions contemplated hereby; </P>
<P align=justify>5. INTENTIONALLY OMITTED </P>
<P align=justify>6. Effective as of the Closing, Buyer assumes and agrees to
fully perform Seller&#146;s express or implied covenants under the Leases, and agrees
to indemnify, defend and hold Seller harmless from any claims, lawsuits,
liabilities or obligations arising out of the failure of Buyer to do so;
provided, however, Buyer shall not assume any obligations or liabilities to the
extent they are (i) attributable to any litigation, actions, suits or other proceedings affecting the Properties
that arise prior to the Closing, and (ii) costs allocated to Seller under this
Agreement (collectively, the &#147;<U>Seller Retained Liabilities</U>&#148;). </P>
<P align=center>4</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_5></A>
<P style="MARGIN-LEFT: 5%" align=justify>SELLER AGREES TO INDEMNIFY, DEFEND, AND
HOLD BUYER, ITS AFFILIATES AND THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS
EMPLOYEES, AND REPRESENTATIVES HARMLESS FROM AND AGAINST ALL, CLAIMS, ACTIONS,
CAUSES OF ACTION, LOSSES, LIABILITIES AND OTHER DAMAGES SUFFERED BY AND EXPENSES
(INCLUDING REASONABLE ATTORNEY&#146;S FEES) INCURRED IN CONNECTION WITH ANY SELLER
RETAINED LIABILITY. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) From and after the Effective
Date until the Closing, Seller will (i) not transfer, sell, mortgage, pledge,
encumber or dispose of (or permit any affiliate to do any of the foregoing) any
portion of the Properties; and (ii) provide Buyer with copies of any and all
correspondence received from a governmental authority with respect to the
Properties within 5 days after receipt thereof. </P>
<P align=justify>7. (a) Buyer&#146;s obligation to purchase the Properties and to
take the other actions required to be taken by Buyer at the Closing shall be
subject to the satisfaction of the following conditions (any of which may be
waived in writing by Buyer): (i) all of Seller&#146;s representations and warranties
contained herein shall be true and correct, (ii) Seller shall have performed and
satisfied all of its covenants set forth herein, (iii) no suit, action, or other
proceeding instituted by a third party shall be pending before any governmental
authority or arbitrator seeking to restrain, prohibit, enjoin, or declare
illegal, or seeking substantial damages in connection with, the transactions
contemplated by this Agreement, (iv) no order shall have been entered by any
court or governmental agency that restrains or prohibits the transactions
contemplated by this Agreement, (v) all consents and approvals (if any) required
from governmental authorities for the consummation of the transactions
contemplated by this Agreement shall have been granted (except for consents and
approvals of governmental authorities customarily obtained subsequent to
transfer of title), (vi) Seller shall have furnished Buyer with a resolution by
Seller&#146;s board of directors, or if Seller is a subsidiary with no separate board
of directors, with a resolution by the board of directors of its ultimate parent
entity, authorizing all transactions contemplated by this Agreement,
specifically including, without limitation, the sale of the Properties to Buyer,
and evidencing the authority of Seller to execute, deliver, and perform its
obligations hereunder, (vii) Seller shall have furnished to Buyer an affidavit
of non-foreign status that satisfies the requirements of Code Section
1445(b)(2), and (viii) Seller shall have provided Buyer certificates of good
standing evidencing Seller&#146;s qualification to do business in each applicable
jurisdiction discussed in <U>Section 3(a)</U>. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Subject to the terms and
conditions of this Agreement, the sale by Seller and the purchase by Buyer of
the Properties pursuant to this Agreement (the &#147;<U>Closing</U>&#148;) shall occur on
or before <U>February</U> <U>20, 2014</U> , or such other date as Buyer and
Seller may agree upon in writing (the &#147;<U>Closing Date</U>&#148;), at the offices of
Buyer in Ada, Oklahoma. At the Closing, (i) Buyer shall pay the Purchase Price,
and (ii) Seller shall convey the Properties to Buyer by an Assignment and Bill
of Sale, which conforms with the form assignment attached hereto as
<B><U>Exhibit D</U></B>. The Properties are being sold to &#147;where is, as is.&#148;
Buyer and Seller shall also execute appropriate federal and state assignment
forms as may be required to effectuate the conveyance of the Properties. Seller
shall deliver a notice of assignment to each operator under each operating
agreement (with respect to which Seller is not the operator) applicable to the
Leases or Wells within 3 days after the Closing Date. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) This Agreement may be
terminated by written notice at any time prior to the Closing: (i) by mutual
written consent of Buyer and Seller; (ii) by Buyer pursuant to <U>Section 8</U>
or <U>Section 9</U>; (iii) by Buyer if Seller defaults hereunder and fails to
cure such default within 10 days after Buyer gives Seller written notice of such
default; (iv) by Seller if Buyer defaults hereunder and fails to cure such
default within 10 days after Seller gives Buyer written notice of such default,
or (v) by Buyer if Buyer is not in default, provided, however, that in lieu of terminating, Buyer,
in its discretion, may seek specific performance of the terms of this Agreement
(and it is recognized that Buyer would be irreparably harmed by a breach of this
Agreement by Seller or the failure of Seller to satisfy such conditions, and,
therefore, Buyer shall have the right to, and may, seek injunctive relief, to
prevent breaches of the provisions of this Agreement, and shall be entitled to
enforce specifically the provisions of this Agreement, in any court of the
United States or any state thereof having jurisdiction, in addition to any other
remedy to which the parties may be entitled under this Agreement or at law or in
equity), provided that Seller shall have no obligation to cure any Title Defect
or otherwise undertake any title curative efforts. If this Agreement is
terminated pursuant to this <U>Section 5(c)</U>, all further obligations of the
Parties under this Agreement shall terminate; provided, however, that (x)
neither Party shall be relieved of any obligation or liability arising out of
any inaccuracy in or breach by such Party of a representation, warranty or
covenant in this Agreement occurring prior to such termination, and (y) the
Parties shall, in any event, remain bound by and continue to be subject to this <U>Section 5(c)</U>, and the indemnity provisions of <U>Section 3</U> and <U>Section 7</U>. Seller&#146;s sole remedy for Buyer&#146;s default shall be to terminate
this Agreement. </P>
<P align=center>5</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
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<P align=justify>8. INTENTIONALLY OMITTED. </P>
<P align=justify>9. Neither Party shall have any liability, contingent or
otherwise, for brokers&#146; or finders&#146; fees relating to the sale of the Properties
arising from the other Party, and each Party agrees to indemnify, defend and
hold the other Party harmless from and against any such liability arising as a
result of the indemnifying Party&#146;s actions. Each Party shall be solely
responsible for the attorneys&#146; fees and any other costs or expenses incurred by
it in connection with the negotiation and execution of this Agreement. </P>
<P align=justify>10. (a) From the date of this Agreement until the or
termination of this Agreement, Buyer shall be afforded the opportunity to
examine all records and information (including all title, leases, contracts, and
land files) in Seller&#146;s possession with respect to the Properties and to conduct
such other investigations as Buyer deems necessary, in its sole discretion,
including an examination of any and all public records. If Buyer determines that
any Title Defect (as defined below) exists, then Buyer shall be entitled to
assert any such Title Defect by written notice to Seller on or before<U>
February 17, 2014</U>. If Buyer asserts any Title Defect at least three days
prior to Closing and Seller does not cure such defect to Buyer&#146;s reasonable
satisfaction prior to the Closing, then Buyer shall have the following options:
</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
If Buyer and Seller agree upon the amount by which the value of an affected
Lease is reduced by such Title Defect (such amount, the &#147;<U>Title Defect
Amount</U>&#148;), then Buyer may elect to waive the Title Defect and consummate the
Closing, and the Purchase Price shall be reduced by the agreed Title Defect
Amount and the affected Lease shall be acquired by Buyer at Closing, subject to
the Title Defect; or </P>
<P
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)
If Buyer and Seller do not agree upon the amount by which the value of an
affected Lease is reduced by a Title Defect, then such Lease shall be excluded
from this sale and the Purchase Price shall be reduced by the value allocated to
such Lease and any associated Wells, well locations, and a portion of the 3D
Seismic value, if any, equal to the product of the total 3D Seismic value
multiplied by a fraction, the numerator of which is the number of Net Mineral
Acres covered by the affected Lease, and the denominator of which is the total
number of Net Mineral Acres covered by all Leases as shown on <B><U>Exhibit
A</U></B>, all such values being as shown in the schedule of allocated values
attached hereto as <B><U>Exhibit E</U></B>; or </P>
<P
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)
If the Leases subject to Title Defects cover an aggregate of more than 352 Net
Mineral Acres (&#147;<U>Title Defect Termination Threshold</U>&#148;), Buyer may terminate
this Agreement by written notice to Seller, and Buyer shall have no further
obligations or liabilities to Seller hereunder; or </P>
<P align=center>6</P>
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<P
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)
Buyer may elect to consummate the Closing without an adjustment to the Purchase
Price, whereupon Buyer shall be deemed to have waived any such Title Defect and
the assignment to Buyer shall include the defective Lease. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)
INTENTIONALLY OMITTED. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) INTENTIONALLY OMITTED. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) As used in this Agreement,
the term &#147;<U>Title Defect</U>&#148; means any Lien, charge, encumbrance, obligation
(including contract obligation), and a discrepancy in Net Revenue Interest that
causes Seller not to have Defensible Title (defined below) in and to any Lease
as of the Effective Date and as of Closing. As used in this Agreement,
&#147;Defensible Title&#148; means, with respect to a particular Lease, such title of
Seller which: </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
Entitles Seller to receive, throughout the life of such leases, a share of the
hydrocarbons produced, saved from or attributable to such Lease, after giving
effect to all valid royalties, overriding royalties, production payments, net
profits interests, carried interests, reversionary interests, or other similar
interests constituting burdens upon, measured by, or payable out of the
hydrocarbons produced and saved from or attributable to such Lease (a &#147;<U>Net
Revenue Interest</U>&#148;) of not less than seventy-seven percent (77%) on an
8/8th&#146;s basis; and </P>
<P
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)
Is free and clear of any (x) security interest, lien, mortgage, pledge,
hypothecation, restriction on transfer, including any conditional sale or other
title retention contract or lease in the nature thereof; (y) any filing or
agreement to file a financing statement as debtor under the applicable Uniform
Commercial Code or any similar statute; and (z) any subordination arrangement in
favor of another person (including artificial persons) (collectively
&#147;<U>Liens</U>&#148;), except for Liens to be released at Seller&#146;s expense at or prior
to Closing. </P>
<P align=justify>11. (a) This Agreement shall be governed by the laws of the
State of Oklahoma, without regard to its conflict of law principles. All
disputes arising from or relating to this Agreement shall be adjudicated in the
courts sitting in Pontotoc County, Oklahoma and each Party hereby consents to
such court&#146;s jurisdiction and to such venue. </P>
<P style="MARGIN-LEFT: 5%" align=justify>(b) EACH OF THE PARTIES HEREBY WAIVES
ITS RIGHT TO TRIAL BY JURY IN ANY DISPUTE ARISING HEREUNDER AND CONSENTS TO
TRIAL WITHOUT A JURY, AS EVIDENCED BY ITS EXECUTION AND DELIVERY OF THIS
AGREEMENT. </P>
<P align=justify>12. It is understood and agreed by Seller that this Agreement&#146;s
existence and substance and Buyer&#146;s identity are and shall remain confidential
and shall not be disclosed to any third parties, other than those persons who
have a confidential relationship with Buyer (including Buyer&#146;s brokers, bankers,
attorneys, CPA and other advisors) or Seller or as otherwise required by law,
order, rule, regulation or administrative proceeding, or as otherwise
contemplated under this Agreement or as may be necessary in order for Seller to
perform its obligations hereunder without delay or additional expense. Except as
permitted in this <U>Section 12</U>, Seller shall not make or cause to be made
any public announcement of, or public disclosure pertaining to, the terms of
this Agreement, the identity of Buyer or the transactions contemplated hereby
without the prior written consent of Buyer. </P>
<P align=justify>13. After Closing, Seller and Buyer shall execute, acknowledge
and deliver all such further conveyances, assignments, transfer orders, division
orders, notices, assumptions, releases and acquittances pertaining to any of the Properties or Leases, and
such other instruments, and shall take such further actions as may be necessary
or appropriate to assure fully to Buyer or Seller (including their successors
and assigns) as the case may be, that the transactions described in this
Agreement shall be completed. </P>
<P align=center>7</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
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<P align=justify>14. This Agreement constitutes the entire understanding between
the Parties with respect to the subject matter hereof, superseding all
negotiations, prior discussions and prior agreements and understandings relating
to such subject matter, whether oral or written. </P>
<P align=justify>15. This Agreement may be executed by Seller and Buyer in any
number of counterparts, each of which shall be deemed an original instrument,
but all of which together shall constitute one and the same instrument, and the
delivery of such counterparts may be via facsimile or electronic mail, which
shall be as effective as hand delivery of original instruments. </P>
<P align=justify>16. NOTWITHSTANDING ANY TERM OR PROVISION OF THIS AGREEMENT TO
THE CONTRARY, IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY CONSEQUENTIAL,
SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR SIMILAR DAMAGES OR LOST PROFITS
ARISING OUT OF OR RELATING TO THIS AGREEMENT. </P>
<P align=justify>17. From the date of this Agreement until the earlier to occur
of termination of this Agreement, Closing, or February 20, 2014, Seller will not
directly or indirectly solicit or entertain any other offer to acquire the
Leases (or any interest therein) or enter into any negotiation or agreement that
provides for the sale or acquisition of the Leases (or any interest therein) to
any buyer or third party other than Buyer. </P>
<P align=justify>18. All notices and communications required or permitted
hereunder shall be in writing and shall be delivered personally or sent by
overnight courier or by certified United States Mail (with return receipt
requested), postage prepaid or by facsimile, addressed as set forth below, and
shall be deemed to have been given when delivered to the addressee in person, or
by courier or certified mail, or transmitted by facsimile, or upon actual
receipt by the addressee after such notice has either been delivered to an
overnight courier or deposited in the United States Mail: </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left >&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;To Seller: </TD>
    <TD align=left width="80%">American Petro-Hunter, Inc. </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="80%">250 N. Rock Rd. Suite 365 </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="80%">Wichita, Kansas 67206 </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="40%">Phone: (316) 201-1853 </TD>
    </TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="40%">Fax:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(316)
      201-1862 </TD>
    </TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="80%">Email:
      rmcintosh@americanpetrohunter.com </TD></TR>
  <TR vAlign=top>
    <TD align=left ></TD>
    <TD align=left width="40%">&nbsp; </TD>
    </TR>
  <TR vAlign=top>
    <TD align=left ></TD>
    <TD align=left width="40%">&nbsp; </TD>
    </TR>
  <TR vAlign=top>
    <TD align=left ></TD>
    <TD align=left width="40%">&nbsp; </TD>
    </TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;To Buyer: </TD>
    <TD align=left width="80%">Roberson Oil Company, Inc. </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="80%">201 E. Cottage Street </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="80%">Ada, Oklahoma 74820 </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="80%">Attention: David Roberson </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="80%">Phone: (580)332-6170 </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="80%">Fax: (580) 332-6177 </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
<TD align=left width="80%">Email: roil11@yahoo.com</TD></TR></TABLE>
<P align=center>8</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
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<P align=justify>Either Party may, upon written notice to the other Party,
change the address and person to whom such communications are to be directed.
</P>
<P align=justify>&nbsp;</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the Parties
have executed this Agreement on the date set forth above, to be effective as of
the Effective Date. </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="50%"><B>SELLER</B> </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="50%"><B><BR>AMERICAN PETRO</B><B>-</B><B>HUNTER,
      </B>INC. </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="50%"><BR>By:</TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="50%">Name:</TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="50%">Title: </TD></TR>
  <TR>
    <TD>&nbsp;</TD>
    <TD width="50%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="50%"><B>BUYER</B> </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="50%"><B><BR>ROBERSON OIL COMPANY, </B>INC. </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="50%"><BR>By: </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="50%">Name:&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="50%">Title: </TD></TR></TABLE>
<P align=center>9</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
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<P align=center><B><U>Exhibit A</U></B> </P>
<P align=center><U>Property Conveyed</U> </P>
<P align=center>All of Section 13-T18N-R4E Payne County, OK All Right, Title and
Interest </P>
<P align=center><U>Leases</U> </P>
<P align=center>(see attached pages) </P>
<P align=justify>Attached to and made a part of that certain Purchase and Sale
Agreement by and between American Petro-Hunter, Inc. and Roberson Oil Company,
Inc. entered into the 1<SUP>st </SUP>Day of January, 2014. </P>
<P align=justify>All Right and Title to any leases that could be omitted in the
legal descriptions of the attached leases, and any and all Right and Title to
any leases within the AMI as mentioned on the Oil and Gas Development Agreement
and Amended Agreement. </P>
<P align=center>10</P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
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<!--$$/page=--><A name=page_11></A>
<P align=center><B><U>Exhibit B</U></B> </P>
<P align=center><U>Well Description</U> </P>
<DIV>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left >&nbsp;<U>German #1H-13</U> </TD>
    <TD align=left width="29%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left ></TD>
    <TD align=left width="29%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;NW/4 Section
      13-T18N-R4E&nbsp;&nbsp;Payne County, OK </TD>
    <TD align=left width="29%">All Right, Title and Interest </TD></TR>
  <TR vAlign=top>
    <TD align=left ></TD>
    <TD align=left width="29%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left ></TD>
    <TD align=left width="29%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left ></TD>
    <TD align=left width="29%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;<U>McGuire 1-14H</U> </TD>
    <TD align=left width="29%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left ></TD>
    <TD align=left width="29%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;E/2 SW/4 Section 14-T18N-R4E Payne
      County, OK </TD>
    <TD align=left width="29%">All Right, Title and Interest </TD></TR>
  <TR vAlign=top>
    <TD align=left ></TD>
    <TD align=left width="29%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left ></TD>
    <TD align=left width="29%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left ></TD>
    <TD align=left width="29%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;<U>Williams #1-14</U> </TD>
    <TD align=left width="29%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left ></TD>
    <TD align=left width="29%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;W/2 NE/4 Section 14-T18N-R4E Payne
      County, OK </TD>
    <TD align=left width="29%">All Right, Title and Interest </TD></TR>
  <TR vAlign=top>
    <TD align=left ></TD>
    <TD align=left width="29%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left ></TD>
    <TD align=left width="29%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left ></TD>
    <TD align=left width="29%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;<U>Schroeder #1-22 &amp; #2-22</U> </TD>
    <TD align=left width="29%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left ></TD>
    <TD align=left width="29%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;SE/4 Section 22-T19N-R6E Payne County,
      OK </TD>
    <TD align=left width="29%">All Right, Title and Interest </TD></TR>
  <TR vAlign=top>
    <TD align=left ></TD>
    <TD align=left width="29%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left ></TD>
    <TD align=left width="29%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left ></TD>
    <TD align=left width="29%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;<U>Myers #1-24</U> </TD>
    <TD align=left width="29%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left ></TD>
    <TD align=left width="29%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;NW/4 Section 24-T19N-R5E Payne County,
      OK </TD>
    <TD align=left width="29%">All Right, Title and Interest </TD></TR>
  <TR vAlign=top>
    <TD align=left ></TD>
    <TD align=left width="29%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left ></TD>
    <TD align=left width="29%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left ></TD>
    <TD align=left width="29%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;<U>Gibson #1-34H</U> </TD>
    <TD align=left width="29%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left ></TD>
    <TD align=left width="29%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp;NW/4 and W/2 SW/4 Section 34-T17N-R3E
      Lincoln County, OK </TD>
    <TD align=left width="29%" >All Right, Title and Interest
  </TD></TR></TABLE></DIV>
<P align=center>11</P>
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<!--$$/page=--><A name=page_12></A>
<P align=center><B><U>Exhibit C</U></B> </P>
<P align=center><U>Material Agreements</U> </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
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  <TR vAlign=top>
    <TD align=left >1. </TD>
    <TD align=left width="95%">
      <P align=justify>Oil and Gas Development Agreement between Bay Petroleum
      Corp., and American Petro-Hunter, Inc. dated January 4, 2012, and Amended
      September 19, 2012. </P></TD></TR>
  <TR>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="95%" >
      <P align=justify>&nbsp;</P></TD></TR>
  <TR vAlign=top>
    <TD align=left >2. </TD>
    <TD align=left width="95%">
      <P align=justify>Any and all Joint Operating Agreements signed by American
      Petro-Hunter in regard to any of the producing wells on Exhibit &#147;B&#148;, and
      on any of the acreage within the AMI as described on the Oil and Gas
      Development Agreement mentioned in &#147;1.&#148; above. </P></TD></TR></TABLE>
<P align=center>12</P>
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<!--$$/page=--><A name=page_13></A>
<P align=center><B><U>Exhibit D</U></B> </P>
<P align=center><U>Form of Assignment</U> </P>
<P align=center>(see attached pages) </P>
<P align=center>&nbsp;</P>
<P align=center>13</P>
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<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>exhibit99-1.htm
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
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   <TITLE>American Petro-Hunter, Inc.: Exhibit 99.1 - Filed by newsfilecorp.com</TITLE>
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<P align=left><B><FONT size=5>American Petro-Hunter Significantly Reduces Senior
Secured Debt and Announces Change in Corporate Strategy </FONT></B></P>
<P align=justify><B>Company to focus on Establishing an Energy and Real Estate
Holding Company with First Acquisition of a Workforce Accommodation Property
with Existing Cash Flow </B></P>
<P align=justify><B>WICHITA, KS -- /MARKETWIRE/ -- March 5, 2014 &#150; American
Petro-Hunter, Inc. </B>(OTCBB: AAPH) (&#147;American Petro-Hunter&#148; or the &#147;Company&#148;)
today announces that the Company has completed a Purchase and Sale Agreement for
the Company's oil and gas assets located in Payne and Lincoln counties of
Oklahoma. The properties were sold for $540,000 in cash to a private,
Oklahoma-based Company in order for the Company to pursue a new corporate
strategy. The sale proceeds are to be used for working capital needs and to
repay a majority of the First Lien Notes outstanding. The Company is also
currently working to restructure an additional $950,000 in unsecured debt. If
successful, we expect the result of the series of these transactions will
eliminate all of the Company&#146;s outstanding debt.</P>
<P align=justify>The Company intends to introduce a new management team and
seasoned Board of Directors to reflect the company's new strategy, which is to
build a holding company focused on energy and real estate investments. The new
company will be renamed and seek to develop, acquire and operate hard assets
that we expect will provide attractive and tax efficient cash flow as well as
future price appreciation. We believe this current to near term cash flow
investment focus will allow the company to establish a consistent cash
distribution to its shareholders. In line with that strategy, the new company
may explore a conversion to a limited liability company or other corporate
structure to tax efficiently provide any cash distributions to its
shareholders.</P>
<P align=justify>The Company is currently in negotiations to acquire a workforce
accommodation facility that services utility and oil service companies operating
in the Eagleford region of Texas. The property is fully utilized and we estimate
it generates approximately $800,000 in pretax annual cash flow. Upon closing, we
expect to further develop this property and add additional units to this
accommodation facility with the intention of increasing the property&#146;s annual
cash flow to $1.6 to $1.8 million. The Company seeks to finance such
transactions primarily through the use of debt financing. In addition, the
Company intends to pursue other identified locations in various oil producing
regions to develop similar workforce accommodation facilities that are both
"closed" and "open" camps focused on the energy industry. The Company also plans
to acquire and develop income producing oil service yards and other properties
that are located in energy producing regions such as South and West Texas. </P>
<P align=justify>In addition to real estate assets, the Company will acquire,
explore for, develop and produce crude oil and natural gas properties located in
the U.S. through operated and non-operated direct investments in addition to
funding from retail investment programs. The Company, however, will not pursue
the development of the Kansas oil and gas properties previously announced as we
expect the acquisition of the Eagleford workforce accommodation facility to
present more consistent cash flow, which we believe will represent a more
advantageous long-term return to shareholders. The Company may also
opportunistically acquire debt and equity of public and private companies that
are energy or real estate related. </P>
<P align=justify><B>Notice Regarding Forward-Looking Statements </B></P>
<P align=justify>This news release contains "forward-looking statements" as that
term is defined in Section 27A of the United States Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Statements in this press
release which are not purely historical are forward-looking statements and
include any statements regarding beliefs, plans, expectations or intentions
regarding the future. Such forward-looking statements include, among other
things, scope and type of consulting services provided by third parties use of
proceeds, future acquisitions, the success of projects, growth and strategic
plans. Actual results could differ from those projected in any forward-looking
statements due to numerous factors. Such factors include, among others, the
inherent uncertainties associated with petroleum exploration and development
stage exploration companies. These forward-looking statements are made as of the
date of this news release, and we assume no obligation to update the
forward-looking statements, or to update the reasons why actual results could
differ from those projected in the forward-looking statements. Although we
believe that the beliefs, plans, expectations and intentions contained in this
press release are reasonable, there can be no assurance that such beliefs,
plans, expectations or intentions will prove to be accurate. Investors should
consult all of the information set forth herein and should also refer to the
risk factors disclosure outlined in our annual report on Form 10-K for the most
recent fiscal year, our quarterly reports on Form 10-Q and other periodic
reports filed from time-to-time with the Securities and Exchange Commission.
</P>
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