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PetroHunter
Energy Corporation
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Maryland
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000-51152
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98-0431245
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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N/A
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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On
November 13, 2007, PetroHunter Energy Corporation (“PetroHunter”)
completed the sale to several accredited investors of Series A 8.5%
Convertible Debentures in the aggregate principal amount of
$9,360,434. Of the debentures placed, approximately $2.9
million was to investors in an earlier private placement that was
never
completed. Among the investors converting subscriptions from
the earlier placement is Bruner Family Trust, one of whose trustees
is
Marc E. Bruner, the son of Marc A. Bruner, the largest beneficial
holder
of PetroHunter’s outstanding shares. The debentures are further
described in Item 2.03 below.
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The
debenture holders also received five-year warrants that allow the
holders
to purchase a total of 62,402,893 shares of common stock at prices
ranging
from $0.24 to $0.27 per share.
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Repayment
of the Debentures is secured by PetroHunter’s shares of its Australian
subsidiary.
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Proceeds
of the financing will be used for further development of PetroHunter’s
resource properties and for working
capital.
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PetroHunter
has agreed to file a registration statement with the Securities and
Exchange Commission in order to register the resale of the shares
issuable
upon conversion of the debentures and the shares issuable upon exercise
of
the warrants that were issued to the Investors and the placement
agent.
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant
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·
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Interest
at 8.5% per annum, payable quarterly on January 1, April 1, July
1 and
October 1 beginning January 1, 2008, in cash or in shares at the
option of
PetroHunter, with the shares to be registered pursuant to an effective
registration statement and priced at $0.15 per
share;
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·
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Maturity
date of 5 years;
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·
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Convertible
at any time by the holders into shares of PetroHunter common stock
at a
price equal to $0.15 per share;
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·
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Convertible
at the option of PetroHunter so long as there is an effective registration
statement covering the shares underlying the debentures and the
volume-weighted average price of PetroHunter’s common stock over 20
consecutive trading days is at least 200% of the per share conversion
price, with a minimum average trading volume of 300,000 shares per
day;
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·
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Redeemable
at the option of PetroHunter at 120% of face value at any time after
one
year from date of issuance, so long as there is an effective registration
statement covering the shares underlying the debentures and the
volume-weighted average price of PetroHunter’s common stock over 20
consecutive trading days is at least 200% of the per share conversion
price, with a minimum average trading volume of 300,000 shares per
day;
and
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·
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Anti-dilution
protections to allow adjustments to the conversion price of the debentures
in the event PetroHunter sells or issues shares at a price les than
the
conversion price of the debentures.
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Item
3.02
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Unregistered
Sales of Equity Securities
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Based
upon the sophistication and financial condition of the Investors,
PetroHunter relied upon the exemptions from registration under the
Securities Act of 1933 contained in Section 4(2) of the Securities
and/or
Rule 506 of Regulation D promulgated under the Securities Act for
the
offer and sale of the Debentures and Warrants. PetroHunter paid
a placement fee of $349,800 and issued placement agent warrants entitling
the holders to purchase an aggregate of 233,200 shares at $0.35 per
share
for a period of five years.
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Item
8.01
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Other
Events
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Exhibit
Number
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Description
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10.1
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Securities
Purchase Agreement
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10.2
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Form
of Debenture
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10.3
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Registration
Rights Agreement
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10.4
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Form
of Warrant
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10.5
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Collateral
Pledge and Security Agreement
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99.1
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Press
release dated November 14, 2007
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PETROHUNTER
ENERGY CORPORATION
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November
14, 2007
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By: /s/
Charles B.
Crowell
Charles B. Crowell
Chief
Executive
Officer
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Exhibit
Number
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Description
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10.1
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Securities
Purchase Agreement
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10.2
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Form
of Debenture
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10.3
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Registration
Rights Agreement
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10.4
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Form
of Warrant
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10.5
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Collateral
Pledge and Security Agreement
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99.1
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Press
release dated November 14, 2007
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