Term Sheet, dated as of July 26, 2013, by and between Warpaint Kansas, LP and American Petro-Hunter Inc

Seller:

Warpaint Kansas, LP (“Seller”).

Buyer:

American Petro-Hunter, Inc. or its assignees or affiliates thereof (“Buyer”).

Properties:

The following described assets, properties, rights, titles and interests of Seller, located and owned by the Seller in Rice and Reno Counties, Kansas, (herein collectively called the “Properties”) include: All producing and non-producing oil, condensate, natural gas, natural gas liquids, and hydrocarbons and other minerals; all oil, gas and mineral leases, and the leasehold estates created thereby, working interests, net profits interests, reversionary interests, and other leasehold and fee interests (all depths); areas of mutual interest, property and rights, including all rights in any pooled, communitized or unitized acreage; all well locations, surface equipment, downhole equipment, vehicles, and any other equipment and real property; permits, licenses, contracts, commodity and any other hedges; and any other asset, however, excluding cash, accounts receivable, prepaid expenses, and other similar assets.

Mineral Acres:

The Properties shall include the leasehold of an undivided eighty (80%) interest in approximately 15,000 net mineral acres located in Rice and Reno Counties, Kansas owned by the Seller (“Purchased Acres”).

Purchase Price:

At Closing, Buyer will pay Seller, via wire transfer, the purchase price in an amount equal to the product of $450 per acre and the Purchased Acres less the Down Payment. Based on 12,000 net mineral acres (80% of 15,000 mineral acres), the total purchase price is expected to be $5.4 million.

Down Payment:

Upon execution of the Definitive Agreements, Buyer will pay Seller, via wire transfer, a five hundred forty thousand dollars ($540,000) down payment in exchange for the Exclusivity Period. Buyer shall forfeit Down Payment if Closing does not occur through no fault of Seller.

Net Revenue Interest:

Seller shall deliver to Buyer a 81.25% (8/8^th ’s basis) net revenue interest on the Properties.

Additional Acreage:

Buyer shall provide Seller the option to acquire a proportionally reduced twenty percent (20%) interest in any and all leasehold mineral acres acquired by Buyer subsequent to the Closing. At the same time, Seller shall provide Buyer the option to acquire a proportionally reduced eighty (80%) percent interest in any and all leasehold mineral acres acquired by Seller subsequent to the Closing.

Area of Mutual Interest:

The Definitive Agreements will include an area of mutual interest located in Rice and Reno County, Kansas.

Operator:

Buyer shall form a wholly-owned subsidiary, which shall act as operator of record for the Properties (“Newco”).

Participation Rights:

Seller will have the right to participate as a twenty percent (20%) non-operating working interest partner (8/8ths basis) in all wells located on the Properties on a “heads up” basis with Buyer (“Participation Rights”). The Participation Rights shall also include any other wells drilled by Buyer in Rice and Reno Counties, Kansas in which Seller owns an undivided interest as described herein.

JOA:

All operations upon the Properties shall be governed by a joint operating agreement (each, a “JOA”), agreeable to the Buyer and Seller and executed with the Definitive Agreements. The Definitive Agreements will also provide for pooling and well proposals.

Closing Date:

The transaction outlined in this Term Sheet shall close no later than forty-five (45) Business Days nor less than fifteen (15) Business Days immediately following the formal execution of this Term Sheet (the “Closing”). A “Business Day” shall be defined as a day other than a Saturday, a Sunday or a day on which banks located in New York, New York are required or permitted by law to remain closed.

Effective Date:

The effective date shall be the same date and time as Closing.

Exclusivity:

The Seller agrees to work in good faith expeditiously towards completing the transactions contemplated herein. Subject to the Deadline for Definitive Agreements, the Seller further agrees that it will not, for a period of sixty ( 60) Business Days from the date of this Term Sheet is accepted by Seller (“Exclusivity Period”), take any action to solicit, initiate, encourage or assist the submission of any proposal, negotiation or offer from any person or entity other than Buyer relating to any transaction involving the Properties and shall notify Buyer promptly of any inquiries by any third parties in regards to the foregoing. This Term Sheet, however, may be terminated by mutual written agreement of the Buyer and Seller or by either Buyer or Seller upon expiration of the Exclusivity Period.