Item 1.01. Entry into a Material Definitive Agreement.

American Noble Gas Inc, a Nevada corporation (the "Company"), entered into a securities purchase agreement (the "Purchase Agreement") with two accredited investors (the "Investors") for the Company's Senior Unsecured Convertible Promissory Notes due June 29, 2022 (the "Notes"), with an aggregate principal face amount of $850,000. The Notes are, subject to certain conditions, convertible into 2,125,000 shares (the "Conversion Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at a price per share of $0.40 ("Fixed Conversion Price"). The Company also issued an aggregate of 425,000 shares of Common Stock as commitment shares ("Commitment Shares") to the Investors as additional consideration for the purchase of the Notes. The Commitment Shares, and together with the Notes and Conversion Shares, collectively, the "Securities". The closing of the offering of the Securities occurred simultaneously with the execution and delivery of the Purchase Agreement and related transaction documents, pursuant to which the Investors purchased the Securities for an aggregate purchase price of $850,000. The Company has also granted the Investors certain automatic and piggy-back registration rights whereby the Company has agreed to register the resale by the Investors of the Conversion Shares. The Company relied on the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided in Section 4(a)(2) of the Securities Act and/or Rule 506 promulgated thereunder.

The Notes bear interest at a rate of eight percent (8%) per annum, may be voluntarily repaid in cash in full or in part by the Company at any time (subject to the occurrence of an event of default) in an amount equal to 120% of the principal amount of each Note and any accrued and unpaid interest, and shall be mandatorily repaid in cash in an amount equal to a) fifty percent (50%) of the then outstanding principal amount equal to 120% of the principal amount of each Note and any accrued and unpaid interest in the event of the consummation by the Company of any public or private offering or other financing pursuant to which the Company receives gross proceeds of at least $2,000,000 but not greater than $3,000,000; or b) one hundred percent (100%) of the then outstanding principal amount equal to 120% of the principal amount of a Note and any accrued and unpaid interest in the event of the consummation by the Company of any public or private offering or other financing pursuant to which the Company receives gross proceeds of in excess of $3,000,000. In addition, pursuant to the Notes, so long as a Note remains outstanding, the Company shall not enter into any financing transactions pursuant to which the Company sells its securities at a price lower than the Fixed Conversion Price, subject to certain adjustments, without written consent of the Investors.

The conversion of the Notes is each subject to beneficial ownership limitations such that the Investors may not convert the Notes to the extent that such conversion or exercise would result in an Investor being the beneficial owner in excess of 4.99% (or, upon election of the Investor, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon such conversion, which beneficial ownership limitation may be increased or decreased up to 9.99% upon notice to the Company, provided that any increase in such limitation will not be effective until 61 days following notice to the Company.

Pursuant to the Purchase Agreement, for a period of twelve (12) months after the Closing Date, as defined in the Purchase Agreement, the Investors have a right to participate in any issuance of the Common Stock, Common Stock Equivalents (as defined in the Purchase Agreement), conventional debt, or a combination of such securities and/or debt (a "Subsequent Financing"), up to an amount equal to thirty-five percent (35%) of the Subsequent Financing.

The Purchase Agreement also contains customary representations, warranties and agreements of the Company and the Investors and customary indemnification rights and obligations of the parties thereto. Each of the Investors has previously invested in securities of the Company or otherwise had pre-existing relationships with the Company; the Company did not engage in general solicitation or advertising with regard to the issuance and sale of the Securities. Each Investor represented that it is an "accredited investor" as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act.

Pursuant to the Purchase Agreement, the Company issued to the Investors, in a private placement pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder (the "Private Placement"), the Securities.

The Company also entered into that certain registration rights side letter (the "Registration Rights Side Letter"), pursuant to which in the event the Company's shares of Common Stock have not commenced trading on the NYSE American; the Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global Select Market; or the New York Stock Exchange, within one hundred twenty (120) days after the Closing Date, and, thereafter, the Company agreed to file a registration statement under the Securities Act to register the offer and sale, by the Company, of Common Stock underlying the Notes in the event that the Notes are not repaid prior to such 120-day period.

The closing of the Private Placement took place on May 13, 2022.

On May 3, 2022, the Company entered into an operating agreement (the "Operating Agreement") (subject to the payment in full of the Company's obligation to make its capital contribution) pursuant to which the Company acquired 17 (or 60.7143%) of 28 limited liability membership interests (the "Interests") in GMDOC, LLC, a Kansas limited liability company ("GMDOC"), for an aggregate purchase price of $4,037,500, and, was subsequently admitted as a member of GMDOC, subject to the Company paying its cash capital contribution in full.

With respect to its cash capital contribution, the Company paid a non-refundable cash deposit for the Interests in the amount of $50,000 on May 3, 2022. The Company paid the remainder of the cash contribution for the Interests, or $800,000, on May 16, 2022. The remainder of the Company's capital contribution, or $3,187,500, was financed by the Bank Loan (as defined below).

GMDOC has acquired 70% of the working interests (the "Acquisition") in certain oil and gas leases (the "GMDOC Leases") from Castelli Energy, L.L.C, an Oklahoma limited liability company. The GMDOC Leases cover approximately 10,000 acres located in Southern Kansas near the Oklahoma border. The GMDOC Leases currently produce approximately 100 barrels of oil per day and 1.5 million cubic feet of natural gas per day on a gross basis.

GMDOC is managed by two other members - Darrah Oil Company, LLC, a Kansas limited liability company, and Grand Mesa Operating Company, a Kansas . . .

Item 3.02 Unregistered Sales of Equity Securities.

The applicable information set forth in Item 1.01 of this Current Report on Form 8-K (this "Form 8-K") is incorporated by reference into this Item 3.02.




Item 8.01. Other Events.

On May 19, 2022, the Company issued a press release announcing the Acquisition and entry into the Operating 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.





(d) Exhibits.



Exhibit No.   Description
10.1            Operating Agreement of GMDOC, LLC. (Filed herewith)
99.1            Press Release, dated May 19, 2022. (Filed herewith.)
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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