Item 3.02 Unregistered Sales of Equity Securities

On November 8, 2022, the board of directors of CoJax Oil and Gas Corporation (the "Company") approved and authorized, by unanimous written consent, the issuance of 1,600,000 shares of common stock, $0.01 par value per share, valued at $2.10 per share (the "Shares"), to Taxodium Energy LLC, a Mississippi limited liability company ("Taxodium"), in consideration for the sale and assignment of various mineral and oil and gas royalty interests in and to certain properties located in Mississippi and Alabama (the "Assignment") to Barrister Energy LLC, a wholly-owned subsidiary of the Company organized under the laws of Mississippi.

The Acquisition was completed on November 8, 2022, with an effective date of October 1, 2022, for accounting purposes.

At the request and the instructions of Taxodium, the Company issued the Shares to all members of Taxodium, on the pro rata basis of their ownership interest in Taxodium. The Company issued the Shares in reliance upon an exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933.

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