Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

On May 19, 2022, American Noble Gas, Inc. (the "Company") granted to its executive officers (each a "Grantee" and collectively, the "Grantees"), outside of the Company's existing equity compensation plans, and pursuant to certain restricted stock agreements, each dated May 19, 2022 (the "Restricted Stock Agreements"), an aggregate of 600,000 shares of Restricted Stock (as defined in the Restricted Stock Agreements (collectively the "May 2022 Grants") as follows: (i) to Stanton E. Ross, the Company's President, Chief Executive Officer and Chairman of the Board, 500,000 shares of Restricted Stock; and (ii) to Daniel F. Hutchins, the Company's Chief Financial Officer, Treasurer and Secretary, 100,000 shares of Restricted Stock.

Each of the May 2022 Grants is scheduled to vest in equal installments at the end of each calendar quarter, beginning with the quarter ending June 30, 2022 and terminating with the quarter ending March 31, 2023, contingent upon such executive officer's continued service to the Company at such points in time. Additionally, if a Grantee becomes associated in any way, including being employed by or owning more than a 1% equity interest in any business that competes, directly or indirectly, with the Company in any geographical area in which the Company does business, or if a Grantee engages in criminal conduct relating to the Company or any of its subsidiaries, or engages in conduct involving moral turpitude, then all shares of Restricted Stock that have not yet vested will be forfeited by such Grantee immediately. Also, in the event of a Change of Control (as defined in the Restricted Stock Agreements), all unvested shares of Restricted Stock will immediately vest. Further, if a Grantee's service relationship with the Company is terminated by reason of his death, Retirement (as defined in the Restricted Stock Agreements) or Disability (as defined in the Restricted Stock Agreements), all unvested shares of Restricted Stock will also immediately vest.

The above actions were unanimously approved by the Board of Directors.

The foregoing description of the May 2022 Grants is not complete and is qualified in its entirety by reference to the full text of the Restricted Stock Agreements, the form of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.



Exhibit No.   Description
10.1            Form of Restricted Stock Purchase Agreement
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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