THIS
DEBENTURE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933.  THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE BORROWER THAT REGISTRATION IS
NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH
ACT.

     

    American
Petro-Hunter, Inc.

     

    CONVERTIBLE
DEBENTURE

     

    
      
        	
                May
      17, 2010

              	
                Up
      to $1,500,000

              


      

    

    
       

    

    American
Petro-Hunter, Inc., a Nevada corporation (the “Company”), for value received,
promises to pay to the order of Maxum Overseas Fund (the “Holder”), the aggregate
principal balance of all amounts advanced by the Holder to the Company (the
“Principal”) under this
Convertible Debenture (the “Debenture”) as evidenced by
the Ledger of Advances and Prepayments, attached hereto as Attachment 1 (the
“Ledger”), plus simple
interest thereon to be paid monthly in arrears from the date set forth opposite
such advances on the Ledger at an annual interest rate equal to ten percent
(10%).  Interest shall be computed on the basis of a year of 365 days
for the actual number of days elapsed.  Any remaining principal and
interest will be payable at the principal office of the Company or by mail to
the registered address of the Holder on or before the applicable “Repayment Date” (as defined
below) except that no payment will be required to the extent that such principal
and interest are or have been paid, converted or exchanged pursuant to the terms
hereof or under the Agreement (as defined below).

     

    This
Debenture is issued by the Company in connection with that certain Debenture and
Warrant Purchase Agreement dated as of even date herewith (the “Agreement”).  This
Debenture incorporates by reference all the terms of the
Agreement.  The following is a statement of the rights of the Holder
and the conditions to which this Debenture is subject, and to which the Holder,
by the acceptance of this Debenture, agrees:

     

    1.           Definitions.  As
used in this Debenture, the following terms, unless the context otherwise
requires, have the following meanings:

     

    1.1           “Company” will mean American
Petro-Hunter, Inc. and will include any corporation, partnership, limited
liability company or other entity that will succeed to or assume the obligations
of the Company under this Debenture.

     

    1.2           “Holder” will mean any person
who will at the time be the registered holder of this Debenture.

     

    Capitalized
terms not otherwise defined herein shall have the meaning ascribed to them in
the Agreement

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.           Draw Downs.  As set
forth on the Ledger, as of the date hereof Holder has loaned to the Company an
aggregate principal amount of $494,000 (the “Initial
Advance”).  The Holder agrees to immediately lend such
additional cash amounts to the Company as the Company may request from time to
time (each a “Draw
Down”), up to an aggregate principal amount of $1,500,000 (including the
Initial Advance) (the “Full
Commitment Amount”); provided however, that the Holder shall not be
obligated to advance any Draw Down request for an amount less than
$100,000.  All Draw Downs made on account of principal hereof shall be
recorded on the Ledger and signed by Holder and the Company where indicated;
provided however, that the failure of the Holder to sign the Ledger shall have
no effect on the Holder’s obligation to advance any Draw Down.  The
applicable Repayment Date for each Draw Down and for the Initial Advance shall
be the one year anniversary of the date such funds are initially advanced to the
Company as indicated on the Ledger.  Simultaneously with the receipt
of any Draw Down funds, the Company shall issue to the Holder a Warrant to
purchase an amount of shares of Common Stock of the Company equal to the amount
of such Draw Down divided by the then applicable Conversion Price (as defined
below) and otherwise on the terms and conditions set forth in the
Warrant.

     

    3.           Conversion

     

    3.1             Conversion at Holder’s
Election.  At any time prior to the Repayment Date, Holder at
its option and upon prior written notice to the Company, may convert in whole or
in part the then outstanding Principal and accrued but unpaid interest thereon
(the “Debt”) into shares
of common stock of the Company at the then applicable Conversion Price (as
defined below).  The “Conversion Price” shall
initially be $0.90, but shall be subject to adjustment as set forth in Sections 3.3 and
3.4 below and
for any stock dividends, combinations, splits, recapitalizations and the like
after the date hereof.  The form of this Debenture need not be changed
because of any adjustment in the Conversion Price or in the number of shares of
common stock issuable upon its conversion.  Notwithstanding the
foregoing, the number of shares of Company common stock that may be acquired by
the Holder upon any conversion of the Debt shall be limited to the extent
necessary to ensure that, following such conversion, the total number of shares
of Company common stock then beneficially owned by the Holder and its affiliates
and any other persons whose beneficial ownership of Company common stock would
be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange
Act, does not exceed 4.999% of the total number of issued and outstanding shares
of Company common stock (including for such purpose the shares of Company common
stock issuable upon such conversion).  For such purposes, beneficial
ownership shall be determined in accordance with Section 13(d) of the Exchange
Act and the rules and regulations thereunder.  Notwithstanding the
foregoing, the Holder may waive such limitation on conversion contained in this
Section 3.1 or
increase or decrease such limitation percentage to any other percentage as
specified in a written notice to the Company.

     

    3.2           Conversion at Company’s
Election.  At any time prior to the Repayment Date, if the
trailing Volume Weighted Average Price (as calculated based upon the price and
volume quotes reported by NASDAQ over the previous five (5) trading days) of the
Company’s common stock exceeds $1.50 per share (as adjusted for any stock
dividends, combinations, splits, recapitalizations and the like after the date
hereof), the Company may at its option convert in whole or in part the Debt into
shares of common stock of the Company at the then applicable Conversion
Price.  The Company will provide prior written notice to the Holder of
its election to convert the Debt.  Notwithstanding the foregoing, the
amount of Debt which the Company may elect to convert shall be limited to the
extent necessary to ensure that, following such conversion, the total number of
shares of Company common stock then beneficially owned by the Holder and its
affiliates and any other persons whose beneficial ownership of Company common
stock would be aggregated with the Holder’s for purposes of Section 13(d) of the
Exchange Act, does not exceed 4.999% of the total number of issued and
outstanding shares of Company common stock (including for such purpose the
shares of Company common stock issuable upon such conversion).  For
such purposes, beneficial ownership shall be determined in accordance with
Section 13(d) of the Exchange Act and the rules and regulations
thereunder.  Notwithstanding the foregoing, the Holder may waive such
limitation on conversion contained in this Section 3.2 or
increase or decrease such limitation percentage to any other percentage as
specified in a written notice to the Company.

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    3.3           Adjustments to Conversion
Price.  In the event that any warrant outstanding as of the
Effective Date to purchase Common Stock of the Company previously issued by the
Company is exercised by the holder thereof for a price less than the then
applicable Conversion Price (the “Warrant Exercise Price”), the
Conversion Price will be reduced to the Warrant Exercise Price.  Upon
an exchange pursuant to Section 3.4 below, the Conversion Price for any Debt
that remains outstanding or which may be subsequently owed hereunder shall be
adjusted to equal the price at which the notes received in such exchange may be
converted into Common Stock of the Company, and the exercise price of any
outstanding Warrants shall be correspondingly adjusted.

     

    3.4           Exchange in Future
Financing.  If within eighteen (18) months of the date hereof
the Company completes a financing (other than the Draw Downs) yielding aggregate
gross proceeds or borrowings to the Company of at least twenty five thousand
dollars ($25,000) (excluding any proceeds or borrowings associated with the
exchange contemplated hereby) (the “Qualified Financing”), the
Holder may elect to exchange the Debt and/or the shares issuable or issued upon
conversion thereof (the “Conversion Shares”)
simultaneously with the initial closing of such Qualified Financing as
follows:

     

    (a)  In
the event of a debt Qualified Financing, the Holder may at its option exchange
in whole or in part the Debt for a promissory note (or other evidence of
indebtedness) in the same form and with the same terms and conditions as those
issued in such Qualified Financing and in a principal amount equal to the then
outstanding Debt, as if such Debt amount had been directly invested in such
Qualified Financing.

     

    (b)  In
the event of an equity Qualified Financing, the Holder may at its option
exchange in whole or in part the Conversion Shares for shares of stock of the
same class and series and with the same rights, preferences and privileges as
those issued in such Qualified Financing and in an amount equal to the number of
such Conversion Shares held by the Holder (assuming on an as-converted basis)
multiplied by the Conversion Price which was applicable to such shares at the
time of their conversion or as adjusted herein, divided by the price per share
paid by the other investors in such Qualified Financing.

     

    To the
extent the other participants in the Qualified Financing are required to execute
or deliver any other documents or meet any qualifications as a condition to
their investment, the Holder’s exchange shall be subject to the same
requirements and qualifications.  The Holder will be solely
responsible for any tax consequences resulting to the Holder from such
exchange.

     

    3.5           Surrender of
Debenture.  In the event of any conversion or exchange, the
Holder will surrender the original copy of this Debenture and the original stock
certificate for any Conversion Shares, if applicable, for conversion or exchange
at the principal office of the Company at the time of such
closing.  Holder agrees to execute all necessary documents in
connection with the conversion or exchange of this Debenture, including, in the
case of a conversion, a definitive stock purchase agreement.  If upon
such conversion or exchange of this Debenture a fraction of a share would
result, then the Company will round up to the nearest whole share.

     

    3.6           Partial Conversion or
Exchange.  All rights with respect to such portion of this
Debenture converted pursuant to Section 3.1, 3.2 or the Agreement
or exchanged pursuant to Section 3.4 shall
terminate upon issuance of the Conversion Shares or the closing of the Qualified
Financing.  Notwithstanding the foregoing, the Holder agrees to
surrender this Debenture and any Conversion Shares, if applicable, to the
Company for cancellation as to that portion of the Debenture or Conversion
Shares that the Holder elects to convert or exchange as soon as possible
following such conversion or exchange, and the Company shall execute and deliver
a new Debenture and new stock certificate, if applicable, upon the same terms
and conditions set forth herein, dated the date hereof, evidencing the right of
the Holder to the balance of the principal, the right of the Company to future
Draw Downs (to the extent the Company has drawn down less than the Full
Commitment Amount), and Conversion Shares that were not converted or exchanged
(and accrued but unpaid interest thereon, as applicable).

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    4.           Issuance of
Consideration.  As soon as practicable after conversion of this
Debenture pursuant to Section 3 or the
Agreement and receipt of the original Debenture and related documents, but in
not event later than five (5) business days, the Company at its expense will
cause to be issued in the name of and delivered to the Holder, a certificate or
certificates for the number of shares of securities to which the Holder will be
entitled on such conversion (bearing such legends as may be required by
applicable state and federal securities laws in the opinion of legal counsel for
the Company), together with any other securities and property, if any, to which
the Holder is entitled on such conversion under the terms of this
Debenture.  Any securities issuable in connection with a Qualified
Financing exchange shall be issued pursuant to the terms of such Qualified
Financing.

     

    5.           Adjustment for Reorganization,
Consolidation, Merger.  In the event (a) of any
reorganization of the Company, (b) the Company consolidates with or merges
into another entity, (c) the Company sells all or substantially all of its
assets to another entity and then distributes the proceeds to its shareholders,
or (d) the Company issues or otherwise sells securities representing more
than 50% of the voting power of the Company in a single or series of related
transactions immediately after giving effect to such transaction or series of
related transaction (each of such events shall be referred to herein as a “Liquidation Event”), then,
and in each such case, the Holder, upon the conversion of this Debenture at any
time after the consummation of any Liquidation Event shall be entitled to
receive, in lieu of the stock or other securities and property receivable upon
the conversion of this Debenture prior to such consummation, the stock or other
securities or property to which the Holder would have been entitled upon the
consummation of such Liquidation Event if the Holder had converted this
Debenture immediately prior thereto, all subject to further adjustment as
provided in this Debenture, and the successor or purchasing entity in a
Liquidation Event (if other than the Company) shall duly execute and deliver to
the Holder a supplement hereto acknowledging such entity’s obligations under
this Debenture.

     

    6.           Defaults.  Holder
may declare the entire unpaid principal and accrued interest on this Debenture
due and payable within five (5) business days, by a notice in writing sent by
certified mail to the Company if the Company defaults in the payment of
principal of the Debenture or accrued interest thereon when due and such default
is not cured by the Company within thirty (30) days.

     

    7.           Prepayment.  At any
time prior to the Repayment Date the Company may prepay, in whole or in part,
the Debt in full satisfaction and accord of the Company’s obligations under this
Debenture.  Any prepayment shall be credited first to accrued but
unpaid interest and the balance to principal, and interest shall cease to accrue
on the amount of principal so paid.  All prepayments shall be recorded
on the Ledger and signed by Holder and the Company where indicated; provided
however, that the failure of the Holder to sign the Ledger shall have no effect
on the Company’s right to prepay.

     

    8.           Miscellaneous.

     

    8.1           Waiver and
Amendment.  Any provision of this Debenture may be amended,
waived or modified only upon the written consent of the Company and the
Holder.

     

    8.2           Restrictions on
Transfer.  This Debenture may only be transferred in compliance
with applicable state and federal laws.  All rights and obligations of
the Company and the Holder will be binding upon and benefit the successors,
assigns, heirs, and administrators of the parties.

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    8.3           No
Assignment.  Holder may not transfer or assign all or any part
of this Debenture except upon prior written notice to the Company and with the
Company’s prior written consent, which consent shall not be unreasonably
withheld.

     

    8.4           Governing Law.  This
Debenture will be governed by the laws of the State of Nevada applicable to
contracts between Nevada residents wholly to be performed in Nevada.

     

    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

     

    IN
WITNESS WHEREOF, the Company has caused this Debenture to be issued as of the
date first above written.

     

    
      
        
          	
                  American
      Petro-Hunter, Inc.

                
	
                  a
      Nevada corporation

                
	 
      	 
      
	
                  By:

                	
                   

                
	 
      	
                  Robert
      McIntosh

                
	 
      	
                  Chief
      Executive Officer

                


        

      

    

     

    
      
        
          
            
              	
                      Agreed
      and Accepted by the Holder:

                    
	 
      
	
                      Maxum
      Overseas Fund

                    
	 
      
	
                      By:

                    	  
      
	 
	
                      Name:
      Kenneth Taves

                    
	 
	
                      Title:
      Portfolio
Manager

                    


            

          

        

      

    

     

    
      
         


      

      
        6