Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

August 27, 2009
 Date of Report (Date of earliest event reported)

AMERICAN PETRO-HUNTER, INC.

(Exact name of registrant as specified in its charter)

Nevada 
  
0-22723
  
98-0171619
(State or other jurisdiction of 
  
(Commission File 
  
(IRS Employer Identification 
incorporation) 
  
Number) 
  
No.) 
 
17470 North Pacesetter Way
Scottsdale, AZ  85255
(480) 305-2052
(Address and telephone number of principal executive offices) (Zip Code)
(Address of principal executive offices) 
(Registrant’s telephone number, including area code)



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:

o     
Written communications pursuant to Rule 425 under the Act (17 CFR 230.425)
 
o     
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
 
o     
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
 
o     
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
 
 
Item 1.01                      Entry into a Material Definitive Agreement.

On August 25, 2009, American Petro-Hunter, Inc. (the “Company”) entered into a binding Letter of Intent (“LOI”) with S&W Oil & Gas, LLC (“S&W”) to participate in the drilling for oil in the Colby Prospect located in Thomas County, Kansas (the “Prospect”).  Pursuant to the LOI, the Company agrees to pay S&W cash in an amount to be determined for dry-hole cased drilling costs as well as 25% of all further going forward costs such as completion and related infrastructure costs.  If a successful commercial well is established, S&W will assign 25% of the working interest and 81.5% net revenue interest in the Prospect to the Company. The LOI contains customary representations and warranties by the parties.

The LOI is attached to this report as Exhibit 10.1, and the terms and conditions incorporated herein. The foregoing statement is not intended to be a complete description of all terms and conditions.

Item 8.01                      Other Events.
 
On August 27, 2009, the Company issued a press release announcing the signing of the LOI.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01                      Financial Statements and Exhibits

(d) Exhibits.

     
Exhibit
    
No.
  
Description
10.1
  
Letter of Intent with S&W Oil & Gas, LLC, effective August 25, 2009.
 
99.1
  
Press Release dated August 27, 2009
 

SIGNATURE

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.

     
     
 
AMERICAN PETRO-HUNTER INC.,
a Nevada Corporation
  
       
Dated:  August 27, 2009  
By:
/s/ Robert B. McIntosh  
    Robert B. McIntosh, Chief Executive Officer