Filed by sedaredgar.com - Petro-National Corp. - Exhibit 10.3






FINDERS FEE AGREEMENT 

THIS AGREEMENT dated for reference as of the
13th day of June, 2008. 

BETWEEN: 


  
    
      
        OUTBACK ENERGY CORP., a company duly incorporated
          pursuant to the laws of the State of Nevada having an office at Suite
          225 Marine Drive, Suite 210, Blaine, Washington, USA, 98230 

        (the “Company") 

      

    

  



AND: 


  
    
      
        COAST ADVISORS LLC, a company duly incorporated
          pursuant to the laws of Nevada having an office at Suite 2410 –
          650 West Georgia Street, PO Box 11524, Vancouver, British Columbia,
          Canada, V6B 4N5 

        (the “Finder”) 

      

    

  



WHEREAS: 

	(1) 	
      The Company is engaging in a private placement of its
      equity securities, namely units (the “Units”) comprised of one common
      share and one share purchase warrant at a price of US $0.10 per unit with
      each warrant being exercisable for a period of two year(s) at an exercise
      price of US$0.15 per warrant;

	 	 
	(2) 	
      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

	 	 
	(3) 	
      The Company wishes to compensate the Finder for its
      efforts in introducing to the Company Accredited Investors who purchase
      Units.



NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the premises and mutual covenants and agreements herein
contained the parties hereto agree as follows: 

	1. 	
      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.

	 	 
	2. 	
      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 five percent (5%) of the aggregate cash proceeds of the sale of
      Units to Accredited Investors to whom the Finder has introduced the
      Company (the “Finder’s Fee”); and

	 	 
	3. 	
      This Agreement, and the payment by the Company of the
      Finder’s Fee, will be subject to approval by any such securities
      regulatory authority which may have jurisdiction over this
    transaction.








	4. 	
      The Company shall pay, upon closing of its offering of
      Units to Accredited Investors introduced to it by the Finder, the Finder’s
      Fee.

	 	 	 
	5. 	
      The Company represents and warrants to the Finder
      that:

	 	 	 
		(a) 	
      it is a valid and subsisting corporation duly
      incorporated and in good standing under the laws of its jurisdiction of
      incorporation;

	 	 	 
		(b) 	
      it shares are listed on the OTC Bulletin Board (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;

	 	 	 
		(c) 	
      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;

	 	 	 
		(d) 	
      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;

	 	 	 
		(e) 	
      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;

	 	 	 
		(f) 	
      the Company is a “reporting issuer” under the British
      Columbia Securities Act and under the US Securities Act of 1933 and is not
      in default of any of the requirements of either of these acts or any of
      the administrative policies or notices of the Exchange or of the US
      Securities and Exchange Commission; and

	 	 	 
		(g) 	
      the Company has not advertised the Units for sale to
      persons in the United States.

	 	 	 
	6. 	
      The Finder acknowledges that:

	 	 	 
		(a) 	
      the Units, and any securities underlying the Units, have
      not been registered for resale in the United States and may not be resold
      to residents of the United States without such registration unless an
      exemption from such resale registration requirements is
  available;

	 	 	 
		(b) 	
      the decision to accept a potential investor as a
      shareholder in the Company is in the sole and absolute discretion of the
      Company and the Company may for any reason, refuse to accept any
      subscription for Units from a person introduced to it by the
  Finder;

	 	 	 
		(c) 	
      in the event that the Company does not accept a
      subscription for Units from a person introduced to it by the Finder, no
      Finder’s Fee shall be payable for those Units the subscription of which is
      refused;

	 	 	 
		(d) 	
      it’s representation of the Company in introducing it to
      certain Accredited Investors is not an exclusive engagement such that the
      ability of the Company to locate other potential investors or purchasers
      of the Units would be constrained in any way; and

	 	 	 
	7. 	
      The Finder represents and warrants to the Company
      that:








	 	(a) 	
      in connection with introduction to potential investors,
      it will comply with all applicable laws including, without limiting the
      generality of the foregoing, those rules and regulations set forth in Rule
      505 and Rule 506 of Regulation D under the US Securities Act of 1933, as
      amended;

	 	 	 
	 	(b) 	
      it has all permits, licenses and registrations required
      to perform the services hereunder and is a valid and subsisting
      corporation in good standing in its jurisdiction of
  incorporation;

	 	 	 
	 	(c) 	
      it has all corporate powers necessary to enter into this
      Agreement; and

	 	 	 
	 	(d) 	
      it will introduce to the Company only persons who are
      Accredited Investors as defined above;

	 	 	 
	 	(e) 	
      it will not advertise the Units for sale in the United
      States or to residents of the United States as the term “resident” is
      defined in applicable US securities laws, rules and regulations;

	 	 	 
	 	(f) 	
      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 Finder; and

	 	 	 
	 	(g) 	
      it is aware that the Finder’s Fee is in excess of the
      maximum finder’s fee permitted under the rules of the Exchange and, as a
      result, it is possible that the Exchange may, as a condition of regulatory
      approval of this Agreement, request that the finder’s fee be reduced to
      conform to its rules.




	8. 	
      In the event that the Exchange, as a condition of
      regulatory approval of this Agreement, requires that the Finder’s Fee be
      reduced, the Finder agrees to a reduction of the Finder’s Fee to that
      level which will comply with the rules of the Exchange.

	 	 
	9. 	
      Any notice to be given under this Agreement shall be in
      writing and shall be delivered personally or mailed in British Columbia or
      Washington by registered mail, postage prepaid, and addressed to the
      parties at their addresses as given on the first page of this Agreement or
      at such other address as may from time to time be notified in writing by
      any of the parties. Any such notice shall be deemed to have been given if
      delivered by hand on the day delivered, and if mailed, five (5) business
      days following the date of posting; provided that if there shall be at the
      time of mailing or between the time of mailing and the fifth business day
      following the date of posting, a mail strike, slowdown or other labour
      dispute which might affect delivery of such notice by mail, then such
      notice shall be effective only if actually delivered.

	 	 
	10. 	
      This Agreement may not be amended or otherwise modified
      except by an instrument in writing signed by both parties.

	 	 
	11. 	
      The parties hereto shall execute such further and other
      documents and instruments and do such further and other things as may be
      necessary to implement and carry out the intent of this Agreement
      including, without limiting the generality of the foregoing, execution of
      any documents required by the policies of the Exchange in connection with
      obtaining Exchange approval of this Agreement.








	12. 	
      This Agreement may not be assigned by either party hereto
      except with the prior written consent of the other party hereto.

	 	 
	13. 	
      This Agreement will be construed under and governed by
      the laws of the Province of British Columbia.

	 	 
	14. 	
      This Agreement represents the entire agreement between
      the parties hereto and supersedes any and all prior agreements and
      understandings, whether written or oral, between the parties.

	 	 
	15. 	
      This Agreement shall be binding upon and shall enure to
      the benefit of the parties hereto and their respective heirs, executors,
      administrators, successors and permitted assigns.

	 	 
	16. 	
      This Agreement may be executed by facsimile and in
      counterparts.



IN WITNESS WHEREOF the parties hereto have duly executed
this Agreement as of the day and year first above written notwithstanding its
actual date of execution. 


OUTBACK ENERGY CORP. 

 

 

___________________________________________________
Per: G.
Leigh Lyons, President 

 

COAST ADVISORS LLC 

 

 

___________________________________________________
Per:
Mike Veldhuis, President