American Noble Gas, Inc Announces Corporate Changes Including the Appointment of New Chief Executive Officer and Chief Financial Officer - Seite 2

The Securities Purchase Agreement, the Warrants and the Certificate of Designation of Preferences, Rights and Limitations of the Series B Preferred Stock contain customary representation, warranties and agreements of the Company and the investors and customary indemnification rights and obligations of the parties similar to those in connection with the previous offering of the Company’s Series A Convertible Preferred Stock.

The Company closed on the Series B Preferred Stock and Warrant Issuance on May 5, 2023.

Extension of outstanding convertible debt- Also on May 5, 2023, the Company reached an agreement with one of the holders of its convertible notes payable in the aggregate principal face amount of approximately of $450,000, which the Company did not pay by the maturity dates. The Company and the holder entered into a new convertible promissory note, exchanging the outstanding principal amount of the old convertible notes payable into the new convertible note payable, with a maturity date of September 30, 2023. Upon issuance of the new convertible note payable, the old convertible notes payable were cancelled and the repayment defaults under the prior convertible notes payable were cured with the entry into the new convertible note payable. The interest rate and other terms of the new convertible note payable are the same as those of the prior convertible notes payable.

The Company believes that this new convertible note payable that extends the maturity of its debt obligations, together with the contribution of new funding totaling $750,000 with the Series B Convertible Preferred Stock and Warrant issuance, will provide the Company the capital position needed to implement its operating strategy of growing helium producing assets as well as traditional oil and gas producing properties.

About American Noble Gas, Inc:

AMGAS has acquired a 40% participation in a Farmout Agreement providing it with the right to explore and develop natural gas, helium and other noble gases as well as brine minerals contained inside the Hugoton Gas Field in Haskell and Finney Counties, Kansas. The farmout agreement covers drilling and completion of up to 50 wells, including the first production well drilled and completed in August 2022. The Farmout Agreement provides the partners the right to utilize existing infrastructure assets, including water disposal, existing brine stream, gas gathering and helium processing, as part of the Farmout Agreement. The Farmout Agreement also provides the partners with rights to take in-kind, and market its share of helium. Therefore, we will be able to market and sell the helium produced, at prevailing market prices, by taking its helium in-kind.