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FINDERS FEE AGREEMENT
THIS AGREEMENT dated
for reference as of the 1
st day
of February, 2008.
BETWEEN:
AMERICAN PETRO-HUNTER INC. ,
a company duly incorporated pursuant to the laws of the State of
Nevada having an office for business located at Suite 210, 225
Marine Drive, Blaine, Washington, USA, 98230.
(the
“Company")
AND:
COAST ADVISORS LLC. ,
a company duly incorporated pursuant to the laws of the State of
Nevada having an address of Suite 3000, 700 West Georgia Street,
Vancouver, British Columbia, Canada, V7Y 1A1.
(the
“Finder”)
WHEREAS:
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(1)
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The
Company is engaging in a private placement of its equity
securities, namely units (the “Units”) at a price of
$0.05 per unit. Each unit is comprised of one (1) common share in
the capital stock of the Company and one three (3) year warrant to
purchase an additional common share in the capital stock of the
Company (hereafter collectively referred as the
“warrants”) at an exercise price of $0.15 per
warrant.
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(2)
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The
Company is seeking persons to purchase Units from it and the Finder
has represented to Company that it is acquainted with accredited
investors (as defined below) to whom it can introduce the Company;
and
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(3)
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The
Company wishes to compensate the Finder for its efforts in
introducing to the Company Accredited Investors who purchase
Units.
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NOW THEREFORE THIS AGREEMENT WITNESSES that
in consideration of the premises and mutual covenants and
agreements herein contained the parties hereto agree as
follows:
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1.
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For
the purposes of this Agreement, the term “Accredited
Investor” is defined as a natural person who meets the
definition of Accredited Investor in Rule 501 of Regulation D of
the United States Securities and Exchange Commission.
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2.
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In
consideration for introducing to the Company Accredited Investors
who subscribe for Units in the Company’s capital stock, the
Company will compensate the Finder with a cash finder’s fee
payment of 5% (the “Finder’s Fee”) of the cash
proceeds of the sale of Units to Accredited Investors to whom the
Finder has introduced the Company.
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3.
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This
Agreement, and the payment by the Company of the Finder’s
Fee, will be subject to its approval by the appropriate regulatory
Exchange (the "Exchange”).
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4.
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The
Company shall pay, upon closing of its offering of Units to
Accredited Investors introduced to it by the Finder, the
Finder’s Fee.
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5.
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The
Company represents and warrants to the Finder that:
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(a)
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it
is a valid and subsisting corporation duly incorporated and in good
standing under the laws of its jurisdiction of
incorporation;
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(b)
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it
shares are listed on the Exchange and it is in good standing under
the rules and policies of the Exchange and is not in breach of any
of the requirements of its listing agreement with the
Exchange;
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(c)
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the
issue and sale of the Units by the Company does not and will not
conflict with, and does not and will not result in a breach of, any
of the terms of its incorporating documents or any agreement or
instrument to which the Company is a party;
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(d)
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this
Agreement has been or will be by the closing of the issuance of the
Units, duly authorized by all necessary corporate action on the
part of the Company;
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(e)
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it
will comply with all applicable rules and regulations of the US
Securities and Exchange Commission including, without limiting the
generality of the foregoing, Rule 505 and Rule 506 of Regulation D
and the requirement to file a Form D thereunder;
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(f)
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the
Company is a “reporting iss
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