SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 12, 2021 (November 9, 2021)
American Noble Gas, Inc.
(Exact name of registrant as specified in its charter)
or other jurisdiction
15612 College Blvd.
Lenexa, KS 66219
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (913) 948-9512
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of exchange on which registered|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On November 9, 2021, American Noble Gas, Inc., a Delaware corporation (the “Company”) entered int a letter agreement (the “Letter Agreement”) with U.S. Noble Gas, LLC (“USNG”), pursuant to which USNG will provide consulting services to the Company for exploration, testing, refining, production, marketing and distribution of various potential reserves of noble gases and rare earth element/minerals on the Company’s recently acquired 11,000-acre oil & gas properties in the Otis/Albert Field located on the Kansas Central Uplift (the “Central Kansas Properties”). The Letter Agreement would cover all of the noble gas, specifically including helium, and rare earth elements/minerals potentially existing on the Central Kansas Properties and the Company’s future acquisitions, if any.
The Letter Agreement also provides that USNG will supply a large vessel designed for flows up to 5,000 barrels of water per day at low pressures, known as a gas extraction/separator unit. The gas extraction/separator unit is a dewatering vessel that the Company may use for multiple wells in the future.
The Letter Agreement requires the Company to establish a four-member board of advisors (the “Board of Advisors”) comprised of various experts involved in noble gas and rare earth elements/minerals. The Board of Advisors will help attract both industry partners and financial partners for developing a large helium, noble gas and/or rare earth element/mineral resources that may exist in the region where the Company currently operates. The industry partners would include helium, noble gas and/or rare earth element/mineral purchasers and exploration and development companies from the energy industry. The financial partners may include large family offices or small institutions.
The Company will also pay USNG a monthly cash fee equal to $8,000 per month beginning at the onset of commercial helium or minerals production and sales, subject to certain thresholds. Such monthly fees will become due and payable for any month that AMNG receives cash receipts in excess of $25,000 derived from the sale of noble gases and/or rare earth elements/minerals.
In consideration of the foregoing and pursuant to the terms of the Letter Agreement, the Company will also issue warrants (the “Warrants”) to purchase, in the aggregate, 2,000,000 shares of its common stock, par value $0.0001 per share (the “Common Stock”), at an exercise price of $0.50 (the “Exercise Price”) to three of USNG’s principal consultants. The Company will also issue Warrants to purchase, in the aggregate, 1,200,000 shares of Common Stock at the Exercise Price to the four members of the Board of Advisors. The Company will therefore grant a total of 3,200,000 Warrants to purchase its Common Stock for a price of approximately $1.6 million in connection with the Letter Agreement and the arrangements described therein.
The Warrants will expire five years after the date of the Letter Agreement. If the Company (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of the Warrants), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price for the Warrants will be multiplied by a fraction of which the numerator will be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares of Common Stock issuable upon exercise of the Warrants shall be proportionately adjusted (to the nearest 1/100th of a share) such that the aggregate Exercise Price of the Warrants remain unchanged. Any such adjustment will become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re classification.
The foregoing descriptions of the Letter Agreement and the Warrants to be issued in connection therewith, do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Letter Agreement and the Form of Common Stock Warrant, which are attached to this Current Report on Form 8-K as Exhibit 10.1 and 4.1, respectively, and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
On November 9, 2021, in connection with the Letter Agreement, the Company issued the Warrants. In issuing the Warrants, the Company relied on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, amended (the “Securities Act”). Each holder of the Warrants has advised the Company that they are sophisticated and can bear the risks associated with the Warrants, and the Company has not engaged in general solicitation in connection with the offer or sale of the Warrants.
The information under Item 1.01 above is incorporated by reference herein.
Item 8.01. Other Events.
On November 11, 2021, the Company issued a press release announcing the entry into the Agreement described in this Current Report on Form 8-K. A copy of the press release is furnished herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
|Exhibit 4.1||Form of Common Stock Purchase Warrant.|
|Exhibit 10.1||Letter Agreement by and between American Noble Gas, Inc. and U.S. Noble Gas, LLC.|
|Exhibit 99.1||Press Release, dated November 11, 2021.|
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.
|Date: November 12, 2021||American Noble Gas, Inc.|
|By:||/s/ Stanton E. Ross|
|Name:||Stanton E. Ross|
|Title:||Chairman, President and Chief Executive Officer|
THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
COMMON STOCK PURCHASE WARRANT
AMERICAN NOBLE GAS, INC.
|Warrant Shares: [*]||Issue Date: [*]|
|Warrant Exercise price: $ [*]||Termination Date: [*]|
This COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received of $0.001 per Warrant Share issuable hereunder, the receipt of which is hereby acknowledged, [*], or his assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time or times on or prior to the close of business on the five (5) year anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from American Noble Gas, Inc., a Delaware Corporation (the “Company”), up to [*] shares of Common Stock (the “Warrant Shares”).
1. Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the meanings set forth in this Section 1.
(a) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.
(b) “Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.
(c) “Commission” means the United States Securities and Exchange Commission.
(d) “Common Stock” means the common stock of the Company, par value $0.01 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.
(e) “Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
(f) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
(g) “Person” means an individual, corporation, limited liability company, partnership, association, joint venture, trust, unincorporated organization, other entity or group (as defined in the Exchange Act).
(h) “Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.
(i) “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
(j) “Trading Day” means a day on which the Trading Market is open for trading.
(k) “Trading Market” means the principal market or exchange on which the Common Stock is listed or quoted for trading on the date in question.
(l) “Transfer Agent” means Action Stock Transfer, the current transfer agent of the Company and any successor transfer agent of the Company.
(a) General. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise”). Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price (defined below) for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Under no circumstances will the Company be required to net cash settle this Warrant upon its exercise.
(b) Exercise Price. The exercise price per share of the Warrant Shares shall be (i) [*] cents $[*] per share (the “Exercise Price”).
(c) Mechanics of Exercise.
(i) Delivery of Certificates Upon Exercise. Shares of Common Stock purchased hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale without volume or manner of sale limitations pursuant to Rule 144, and otherwise by physical delivery of a certificate to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after the latest of (x) the delivery to the Company of the Notice of Exercise Form, (y) surrender of this Warrant (if required) and (z) payment of (A) if this Warrant is exercised on a cash basis, the aggregate Exercise Price as set forth above and (B) all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(v) prior to the issuance of such shares, having been paid.
(ii) Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of the certificate for this Warrant, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.
(iii) Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then, the Holder will have the right to rescind such exercise.
(iv) No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.
(v) Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.
(vi) Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.
3. Certain Adjustments.
(a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.
(b) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.
(c) Notice to Holder.
(i) Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.
(ii) Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register (defined below) of the Company, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
4. Limitation on Sales of Warrant Shares. The Holder acknowledges that the Warrant Shares have not been registered under the Securities Act, and agrees that it shall not sell, pledge, distribute, offer for sale, transfer or otherwise dispose of any Warrant Shares, in the absence of (i) an effective registration statement under the Securities Act as to such Warrant Shares and registration or qualification of such Warrant Shares under any applicable “blue sky” or state securities law then in effect or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Without limiting the generality of the foregoing, unless the resale of the Warrant Shares shall have been effectively registered under the Securities Act, the Warrant Shares issued upon exercise of this Warrant shall be imprinted with a legend in substantially the following form:
This security has been acquired for investment and has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. This security may not be sold, pledged or otherwise transferred in the absence of such registration or pursuant to an exemption therefrom under the Securities Act and such laws, supported by an opinion of counsel, reasonably satisfactory to the Company and its counsel, that such registration is not required.
5. Transfer of Warrant.
(a) Transfer. Subject to compliance with any applicable state and federal securities laws and the provisions of this Warrant, this Warrant and all rights hereunder may be transferred, in whole or in part, by surrendering this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.
(b) New Warrants. This Warrant may be divided upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 5(a), as to any transfer which may be involved in such division, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date set forth on the first page of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
(c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.
6. Registration Rights. If, at any time during the five (5) year period commencing on the Issue Date of this Warrant, the Company proposes to file a registration statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account, other than a registration statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holder(s) of this Warrant and any Warrant Shares as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holder(s) of this Warrant and any Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares (the “Registrable Securities”) as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration statement and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration. If the managing underwriter or underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company in writing that the dollar amount or number of shares of Registrable Securities which the holder(s) thereof desire to sell, taken together with all other securities which the Company desires to sell and all other securities, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights which the holders thereof desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering, then the Company may remove from such registration statement any Registrable Securities that the managing underwriters shall reasonably request. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the registration statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a registration statement at any time prior to the effectiveness of the registration statement. The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities, but the Holders shall pay any and all underwriting commissions related to the Registrable Securities.
(a) No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i).
(b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.
(c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.
(d) Authorized Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).
Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.
Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.
(e) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant shall be commenced exclusively in the state and federal courts sitting in the City of Kansas City, Kansas. Each party hereby irrevocably submits to the exclusive jurisdiction of the federal courts sitting in the Kansas City, Kansas, and the state courts sitting in Wyandotte or Johnson County, Kansas for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding.
(f) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall
be deemed given and effective on the earliest of: (i) the date of transmission, if such notice or communication is delivered via facsimile
at the facsimile number set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day,
(ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile
number set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time)
on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier
service or (d) upon actual receipt by the party to whom such notice is required to be given. Except as otherwise provided of in this
Warrant, the address for such notices and communications shall be as follows: if to (A) the Company, 15612 College Boulevard, Lenexa,
Kansas 66219, Attention: Chief Financial Officer, and (B) the Holder, 111 Willits Street, Suite 300, Birmingham, MI 48009.
(g) Limitation of Liability. No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.
(h) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.
(i) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder.
(j) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.
(k) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
(l) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.
|AMERICAN NOBLE GAS, INC.|
|Name:||Stanton E. Ross|
|Title:||Chief Executive Officer|
NOTICE OF EXERCISE
To: American Noble Gas, Inc.
(1) The undersigned hereby elects to exercise Warrant No. (the “Warrant”) with respect to ____________ shares of common stock of the Company (the “Warrant Shares”), pursuant to the terms of the Warrant, and tenders herewith or will tender within the time period specified in the Warrant payment of the exercise price in full (or has elected below to exercise the Warrant on a cashless basis), together with all applicable transfer taxes, if any. If the Warrant is being exercised in full, the Warrant is attached hereto or will be delivered within the time period specified in the Warrant.
(2) Payment of Exercise Price:
|☐||Payment shall take the form of lawful money of the United States in accordance with the terms of the Warrant.|
|☐||Payment shall take the form of a cashless exercise in accordance with the terms of the Warrant.|
(3) Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below:
The Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:
[SIGNATURE OF HOLDER]
Name of Holder: __________________________________________________________________________
Name of Signatory (if entity): _________________________________________________________
Title of Signatory (if entity): __________________________________________________________________
(To assign the foregoing warrant, execute this form and supply required information.
Do not use this form to exercise the warrant.)
FOR VALUE RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to:
whose address is:
|Dated: ______________, _______|
|Name of Holder|
|Name of Signatory (if entity)|
|Title of Signatory (if entity)|
|Address of Holder:|
Signature Guaranteed: ___________________________________________
NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.
AMERICAN NOBLE GAS, INC.
15612 College Blvd.
Lenexa, KS 66219
US Noble Gas, LLC
402 Orofino Drive
Castle Rock, CO 80108
November 9, 2021
RE: Letter Agreement between American Noble Gas, Inc. (formerly Infinity Energy Resources, Inc.) and U.S. Noble Gas, LLC
This Letter Agreement supersedes and replaces that certain term sheet dated April 30, 2021, by and between American Noble Gas, Inc., formerly known as, Infinity Energy Resources, Inc. (“AMFAS”) and U.S. Noble Gas, LLC. (“USNG”). AMGAS and USNG hereby agrees as follows:
|1.||AMGAS shall fund 100% of the costs to test the Chase, Reagan and Cedar Hills formation for gas, helium and other noble gases including water and brine production and its mineral content under the direct supervision of USNG, Paul Mendell and the AMGAS Advisory Board.|
|2.||US Noble Gas will provide the following resources, services and equipment to AMGAS;|
|●||Paul Mendell - is an affiliate of USNG and as such will advise AMGAS technically with respect to noble gases and minerals. Paul will be responsible for supervising the day-to- day operations of all noble gas activities and mineral recovery activities including but not limited to the following:|
|○||Daily report reviews, testing/review/interpretation of noble gas and rare earth elements/minerals concentrations produced on AMGAS properties, recommendations of adjustments to flow rates, PH, oxidation rates, temperature adjustments and whatever else is needed to maximize mineral recovery and noble gas recovery.|
|○||All intellectual property developed by USNG/Paul with respect to minerals and noble gas recovery will remain his, except that AMGAS will be allowed the exclusive right to use it, free of royalty or fees, on AMGAS’s recently acquired 11, 000 acre leasehold in the Otis/Albert Field located on the Kansas Central Uplift (the “Central Kansas Properties”) and its intended acquisition of approximately 52,000 leasehold acres from Bear Petroleum, LLC and any future purchase of leasehold interests/operations that AMGAS may acquire in Rush and Barton Counties in Kansas.|
|○||Additionally, USNG and all of its affiliates will assist with the Company’s marketing, distribution and any refining process necessary for its noble gas and rare earth elements/mineral including negotiating contracts with potential pipelines and other purchasers of such products.|
|○||Paul discloses he has an economic interest in a lab in Pampa, Texas that will be doing testing and recovery experiments. AMGAS will retain all rights with respect to whether it elects to use Paul’s lab or third parties for its noble gas and rare earth elements/minerals recovery efforts. Any fees charged to the Company by Paul’s lab will be less than market rates and subject to review by the Company. Any fees greater then $1,000 in any billable month must be approved by AMGAS.|
|●||Brian Weaver - is an affiliate of USNG and as such will provide services to AMGAS including acting as the Company’s consulting stimulation engineer and assist in all well, gathering line and frac designs as well as helping with preparing internal financial forecast for the company’s projects. Brian is a mechanical engineer and an MBA that currently consults for Liberty Frac.|
|●||Eric Anderson - is an affiliate of USNG and as such will serve AMGAS as a land professional providing advisory services with respects to contracts, mapping, land acquisitions and other matters related to AMGAS’s acquisitions of land rights, right of ways and easement regarding minerals and noble gases.|
|●||Mr. Mendel, Weaver and Anderson will be bound by the same non-compete as the members of AMGAS’s Board of Advisors.|
|●||The separation equipment USNG will supply a gas extraction/separator unit to AMGAS which is a large vessel designed for flows up to 5,000 BWPD at low pressures. It is a dewatering vessel that could be used for multiple wells in the future. USNG will also supply a gas metering device which currently being installed. The equipment US Noble delivers free of charge shall belong to AMGAS along with all data and proprietary information regarding gases and minerals collected.|
|3.||Consideration provided to USNG for the foregoing resources, services and equipment to AMGAS|
|●||Warrants - USNG will be assigned warrants to purchase two million (2,000,000) shares of AMGAS common stock exercisable at fifty cents ($.50) per share for a term of five (5) years from the date of this letter agreement. AMGAS agrees to register the shares underlying the warrants on a piggyback basis. The warrants will be granted to the following individuals:|
|●||USNG Monthly Fees - A monthly fee will be paid equal to $8,000 per month to USNG beginning at the onset of commercial helium or minerals production and sales. Such monthly fees will become due and payable for any month that AMGAS receives cash receipts in excess of $25,000 derived from the sale of noble gases and/or rare earth elements/minerals. Such amounts will be paid no later than the 3rd business day following AMGAS’s collection of such cash receipts.|
|4.||Board of Advisors - AMGAS agrees to invite the individuals described in the table below to join an Advisory Board for AMGAS. The role of the Advisory Board is to help attract both industry partners and financial partners for the exploration, development, production and marketing of large helium, noble gas and/or rare earth element/mineral resources, that may exist in the region where AMGAS currently operates. The industry partners would include helium, noble gas and/or rare earth element/mineral purchasers, exploration and development companies from the energy industry and financial partners may include large family offices or small institutions.|
|●||Noncompetition and duties of the members of the Board of Advisors:|
The individuals on the Board of Advisors will not compete with AMGAS in Rush or Barton County Kansas. Any activities outside those counties and located in Kansas will be offered to AMGAS on a first right of refusal basis on mutually acceptable terms. The Advisory Board will serve the best interest of the company with respect to all AMGAS activities with respect to noble gases and rare earth elements/minerals resources, advise regarding markets and contracts and any other related matters that the Company requires.
|●||BIOGRAPHIES - the Board of Advisors have provided biographies, which they agree can be used in press releases and SEC filings, which is attached hereto and made a part of this Letter Agreement.|
|●||Board of Advisors Compensation - The Board of Advisors will receive warrants in AMGAS in the amounts described below and awarded effective as of the date of this Letter Agreement and on the same terms as those warrants described hereinabove|
BOARD OF ADVISORS
5. Disclosure/Public Announcements - USNG and the Board of Advisors understand and agree to cooperative with AMGAS in making any required filing with the Securities and Exchange Commission and public press announcements concerning this USNG letter agreement and the appointment of the Board of Advisors in a manner and form agreed to in writing by both parties.
6. Waiver - No party will be deemed to have waived the exercise of any right that it holds under this Letter unless such waiver is made in writing. No waiver made with respect to any instance involving the exercise of any such right will be deemed to be a waiver with respect to any other instance involving the exercise of the right or with respect to any other such right.
7. Time - Time is of the essence in this Letter.
8. Severability - Each provision of this Letter is intended to be severable, and if any provision is illegal, invalid, or unenforceable in any jurisdiction, this will not affect the legality, validity or enforceability of such provision in any other jurisdiction or the validity of the remainder of this Letter.
9. Governing Law - This Letter will be interpreted and enforced in accordance with the laws of the State of Kansas and the federal laws of the United States of America applicable therein.
This Letter Agreement may be executed by use of electronic signature and may be executed in counterparts, each of which shall be deemed to be an original, and all of which taken together, shall constitute one and the same agreement.
IN WITNESS WEREOF, by signing below the undersigned agree and accept the terms of this Letter Agreement and have executed it as of November 9th, 2021.
|American Noble Gas, Inc. (formerly known as, Infinity Energy Resources, Inc.)||U.S. Noble Gas, LLC.|
/s/ Stanton E. Ross
|By:||/s/ Paul Mendell|
|Name:||Stanton E. Ross||Name:||Paul Mendell|
|Title:||CEO, President & Chairman||Title:||Managing Member|
|Phone:||(620) 431-8840||Phone:||(303) 495-4138|
American Noble Gas Announces New Advisory Board with World Class Helium and Other Noble Gas Industry Expertise
AMGAS Enters into Service Agreement with US Noble Gas, LLC to Provide Exploration, Development, Production and Marketing Services Relative to AMGAS’s Potential Helium and other Noble Gas Reserves on its Recent Acquisition of 11,000 Leasehold Acres in Central Kansas Uplift Formation
Lenexa, KS | November 11, 2021 (GLOBE NEWSWIRE) – American Noble Gas, Inc. (OTC-QB: IFNY) (“AMGAS” or the “Company”). An independent oil, gas, and noble gas exploration and development company announced today it has entered into formed a new advisory board containing four world-class noble gas industry experts. The advisory board will provide unique guidance and experience to the Company as it evaluates its reserve potential of noble gases, specifically including helium, relative to its recently acquired 11,000-acre oil & gas properties in the Otis/Albert Field located on the Kansas Central Uplift (the “Central Kansas Properties”).
In addition, AMGAS would like to inform its shareholders about its expansion towards the exploration and production of natural gas, helium, and other noble gases in addition to traditional crude oil production. In that regard, the Company welcomes the appointment of a highly respected field of experts in noble gases on their advisory board and its new partners at US Noble Gas, LLC (“USNG”). While we are pleased and continue to be very positive on oil production and have been working closely with the Kansas Tertiary Oil Recovery Program (TORP) in proving our oil reserves we have uncovered substantial evidence to believe there is natural gas, helium and other noble gases present on our Central Kansas Properties. The Company has been and continues to test its Central Kansas Properties for the possible existence of noble gas reserves and such tests have yielded positive but as yet not conclusive results. The Company will be conducting additional testing during the remainder of 2021 as well as possibly drilling additional pilot wells to support the existence of noble gas reserves contained on the Company’s Central Kansas Properties in addition to continuing to drill for oil.
New Board of Advisors
The company welcomes its new board of advisors reflecting its focus shift into noble gases. The Company has established a four-member advisory board composed of various experts involved in noble gas and rare earth elements/minerals. The advisory board will be formed to help attract both industry partners and financial partners for developing a large helium, noble gas and/or rare earth element/mineral resource, that may exist in the region where AMGAS currently operates. Industry partners would include helium, noble gas and/or rare earth element/mineral purchasers, exploration and development companies from the energy industry and financial partners may include large family offices or small institutions. The members of the advisory board collectively, are to receive warrants to purchase 1,200,000 common shares with an exercise price of $0.50 per share for a period of five years.
The board includes Mssrs. Tom Harrison, Chris Ballentine, Jon Gluyas and Paul Mendell.
Tom Harrison Tom Harrison is a veteran of the helium and noble gas industry having worked in the industrial gas industry for thirty plus years. He spent the last ten years focused on helium project development throughout North America along with building a global supply network with all the major helium facilities around the world. Tom is very familiar with the existing US infrastructure and all the gas and helium processing technologies available today. Mr. Harrison is currently Vice President of Industrial Gases at Iwatani Corporation of Japan which is a leading industrial gas company in Japan. Prior to Iwatani Corporation, Mr. Harrison spent thirty years with Praxair and Helium Supply.
Chris Ballentine is the Chair of Geochemistry at the University of Oxford. He is an acknowledged world expert in the origin, migration and accumulation of helium. He won the prestigious Eni industry award in 2016 for the development of isotopic tracers that have transformed our understanding of oil and gas systems, carbon dioxide waste storage, groundwater security and commercial helium accumulation (e.g. Tanzania and the US Texas Panhandle). He has held major research contracts with multinationals such as ExxonMobil, BP and Total, as well as the UK and US governments. He is currently Head (Chair) of the Oxford University Department of Earth Sciences.
Jon Gluyas is an experienced geoscientist with 28 years in industry and 12 years in academia. He began his career with BP as a geochemist before moving into production geoscience. In 2001 Jon founded his first company. Since then he has founded an additional 9 companies, mostly spin-outs from his research on helium exploration together with carbon capture and storage. Currently Jon is Executive Director of Durham Energy Institute at Durham University UK. Jon’s research interests include geothermal energy, CCS, helium and hydrogen exploration and human induced seismicity. He has published around 200 peer reviewed academic papers, written and edited four books and was in 2000 awarded the Aberconway Medal by the Geological Society for excellence in applied geology.
Paul Mendell is an exploration geologist who has focused on the exploration of helium for the past 12 years. His early career involved shale oil and gas development in Colorado where he earned interests in over 250 producing wells now mostly operated by Chevron. He later co-founded an iodine exploration company that is now traded on the London Stock Exchange called Iofina. More recently Paul developed a novel gaseous delivery technology that is being evaluated by different industries and he co-founded a company around this technology called Onza Corp.
US Noble Gas, LLC Service Agreement
On November 9, 2021, the Company and USNG entered a Letter Agreement which covers terms and conditions under which USNG will provide consulting services to the Company for exploration, testing, refining, production, marketing and distribution of various potential reserves of noble gases and rare earth element/minerals on the Company’s recently acquired Properties. The Letter Agreement will cover all of the noble gas and rare earth elements/minerals potentially existing on the approximate 11,000 acres included in the Company’s Properties and future acquisitions.
The Letter Agreement also provides that USNG will supply a gas extraction/separator unit which is a large vessel designed for flows up to 5,000 barrels of water per day at low pressures. It is a dewatering vessel that could be used for multiple wells in the future. USNG will also supply a gas metering device currently being installed on the Company’s test well. The equipment US Noble delivers free of charge shall belong to AMGAS along with all data and proprietary information regarding gases and minerals collected.
USNG will receive as consideration The Company will issue warrants to issue 2,000,000 shares of common stock at an exercise price of $0.50 for a five-year term as consideration for the Letter Agreement to the principal consultants involved with USNG. USNG will also receive a monthly cash fee equal to $8,000 per month beginning at the onset of commercial helium or minerals production and sales, subject to certain thresholds. Such monthly fees will become due and payable for any month that AMGAS receives cash receipts in excess of $25,000 derived from the sale of noble gases and/or rare earth elements/minerals.
In addition to the services of Paul Mendell who is a member of the Company’s Advisory Board, pursuant to the Letter Agreement,` USNG will provide AMGAS with services from the following consultants including their capacities:
Brian Weaver will act as the Company’s consulting stimulation engineer and assist in all well and frac designs as well as helping with preparing internal financial forecast for the company’s projects. Brian is a mechanical engineer and an MBA that currently consults for Liberty Frac.
Eric Anderson as professional landman will provide advice and services with respect to contracts, land acquisitions and other matters related to the company’s acquisition of land and mineral rights for the exploration and development of noble gases. Eric has spent the last 13 years continuing the legacy of his father and grandfather who began their oil and gas careers in the Williston Basin in the 1950’s. Eric has worked both as an in-house and independent landman on mineral leasing and buying, business strategy, acquisitions and development and has broad experience in the exploration and development side of the oil and gas industry. During his time in oil and gas Eric has transacted over 2.5 million acres on projects with companies like ConocoPhillips, EOG, True Oil, Halliburton, and Noble Energy.
Both Brian and Eric will be bound by the same non-compete as the advisory board members.
Stanton E. Ross, Chairman and Chief Executive Officer of AMGAS remarked “The Company couldn’t be more pleased to welcome such a highly regarded team of professionals in their area of “Noble Gases” expertise to its newly created advisory board. We are pleased that the members of the advisory board recognize the potential for helium and other noble gases which may be present on our recently acquired 11,000-acre Central Kansas Uplift Property and decided to join AMGAS. We believe that commercial-level reserves of helium and perhaps other noble gases are present on our Central Kansas Properties and are committed to conclusively verifying this and incorporating it into our business plan going forward. The creation of this advisory board and the addition of these initial distinguished members of such is a critical first step in this process. In addition, the USNG agreement pairs us with specialists who can provide invaluable help to AMGAS for developing its reserves of helium and other noble gases. We look forward to working with the world-class experts on our advisory board as well as with USNG. Helium is a rare noble gas with considerable value relative to natural gas (methane). It is used in many high-value applications such as MRI coolants, space exploration and microchip manufacturing. The world is currently facing a well-publicized shortage of helium and the world needs helium”, added Mr. Ross, “The Company will continue testing gas that is produced from its test well and report such analysis in updates to follow,” concluded Mr. Ross.
About AMGAS Energy Resources, Inc.:
AMGAS Energy Resources, Inc. has recently acquired current oil & gas production and the mineral rights to approximately 11,000 acres in the Otis/Albert Field located on the Kansas Central Uplift. Prior to the recent acquisition, AMGAS had been involved in oil and gas exploration, development and production of natural gas and oil in Texas and the Rocky Mountain region of the United States as well as an oil field service company located in Eastern Kansas, Northern Oklahoma, Colorado and Wyoming prior to December 2012. AMGAS was founded in 1987, is headquartered in Overland Park, Kansas and its common stock is listed on the OTC-QB under the symbol “IFNY”. The Company’s financial statements and additional information are available on the Internet at www.otcmarkets.com.
This press release includes statements that may constitute “forward-looking” statements, usually containing the words “believe”, “estimate”, “project”, “expect” or similar expressions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Forward-looking statements in this press release include the following: whether the Company will be successful in exploring for noble gases including developing commercially efficient production of its noble gas reserves, developing the oil & gas reserves of the Oil & Gas Properties; whether the TORP Agreement will provide the desired beneficial engineering and development data to increase production of oil & gas from the Oil & Gas Properties, whether the Company will be successful in workover/stimulation activities of existing producing oil & gas wells that result in increased production of the Properties; whether the Company will be able to execute its exploration and development plans for the Properties, including obtaining the required financing; whether the required financing for the exploration & development of the Properties can be obtained on terms favorable to the Company and its shareholders; the quantity of hydrocarbons beneath the Properties and whether they can be economically extracted; the accuracy of the consultants’ preliminary analysis and estimate of the recoverable oil & gas reserves (including noble gas reserves) on the Properties and their underlying assumptions; whether or to what extent the relevant geological zone contains hydrocarbons and/or noble gas; the inability to predict, in advance of drilling and testing, whether any particular prospect will yield oil in sufficient quantities to recover drilling and/or completion costs or to be economically viable; the fact that the process of estimating the quantity of oil in a prospect is complex, requiring the interpretation of available technical data and many assumptions; the potential for significant inaccuracies in such interpretations and assumptions that could materially affect the Company’s estimates or those of its consultants; the necessity for estimates to be based upon available geological, geophysical and engineering data that can vary in quality and reliability; the inherent lack of precision in estimates involving the quantity of oil and noble gases in the development project in Kansas as a result of the foregoing; whether the Company will be successful in exploring for the existence of mineral reserves other than oil & gas in commercial quantities including the development of the underlying reserves of such reserves and its ability to find a qualified partner, if necessary, with whom to pursue its exploration and development program on terms and conditions acceptable to the Company; the Company’s ability to extract oil and gas from the Properties and the costs and technical and other challenges of extracting oil from the Properties; variations in the prices of oil and gas, unexpected negative geological variances, governmental uncertainties in Kansas; operating risks, delays and problems, the availability of services on acceptable terms, the results of drilling and completions; changes United States regulation respecting oil and gas; and actions by creditors with respect to debt or other financial obligations of the Company; and its ability to resolve its liquidity and capital requirements. Additional information respecting factors that could materially affect the Company and its operations are contained in its annual report on Form 10-K for the year ended December 31, 2020 and in its Quarterly Report on Form 10-Q for the three and six months ended June 30,2021 as filed with the Securities and Exchange Commission.
For Additional Information, Please Contact:
Stanton E. Ross, CEO, at (913) 814-7774
John Loeffelbein, COO, at (913) 804-5870