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Subsequent Events
3 Months Ended
Mar. 31, 2022
Subsequent Events [Abstract]  
Subsequent Events

Note 14 – Subsequent Events

 

Resignation of Chief Operating Officer

 

On April 18, 2022, John Loeffelbein resigned from his position as Chief Operating Officer with American Noble Gas, Inc. with such resignation to be effective immediately. Mr. Loeffelbein’s resignation as an officer did not result from any disagreement with the Board.

 

Farmout Agreement to Explore and Develop Unconventional Gas and Brine Materials in the Hugoton Gas Field

 

On April 4, 2022, the Company acquired a 40% interest in a Farmout Agreement with an entity that controls significant oil and gas interests in the Hugoton Gas Field, located in Haskell and Finney Counties, Kansas. AMGAS will participate with three other partners in the Farm-Out Agreement to explore and develop its interests in Haskell and Finney County, Kansas (the “Hugoton Farm-Out Venture”).

 

 

The Farmout Agreement covers drilling and completion of up to 50 wells, with the first exploratory well spudded on May 7, 2022 and is expected to be completed in May 2022. The Hugoton Farm-Out Venture will utilize existing infrastructure assets including water disposal, gas gathering and helium processing. The Farmout Agreement provides the Hugoton Farm-Out Venture with rights to take in-kind and market its share of helium at the tailgate of Jayhawk Gas Plant, which will enable the Hugoton Farm-Out Venture to market and sell the helium produced at prevailing market prices.

 

The Hugoton Farm-Out Venture also acquired the right to all brine minerals subject to a ten percent (10%) royalty to the counter-party, across Finney and Haskell Counties. Brine minerals are harvested from the formation water produced from active, and to be drilled, oil and gas wells and may include a variety of dissolved minerals including bromine and iodine. The Hugoton Farm-Out Venture plans to target brine minerals with commercial quantities of bromine and iodine. AMGAS is currently developing proprietary technology to recover brine minerals, particularly with respect to bromine, which is well underway and has demonstrated recovery efficiency and is expected to be available for use in existing and future development wells.

 

The first exploratory well commenced on May 7, 2022 near Garden City, Kansas with a goal to evaluate two Chase group formations. The Hugoton Farm-Out Venture is testing an unconventional theory regarding these two Chase group formations that have not previously been targeted for exploration by historical operations in the field.

 

The exploration and development activity will be directed and coordinated under the terms of the USNG Letter Agreement entered in November 2021 with input from the newly formed Advisory Board of directors whose members all have extensive experience in developing shale resources and noble gas and rare earth mineral reserves.

 

John Loeffelbein, the Company’s previous Chief Operating Officer was granted a 3% carried interest through drilling in the Hugoton Farmout Venture. Such carried interest was burdened only to the three other partners in the Hugoton Farm-Out Venture and not the Company’s interest.

 

Letter of Engagement

 

On April 1, 2022, the Company engaged Univest Securities, LLC (“Univest”) to act as the exclusive financial advisor, and the lead underwriter in a public offering (the “Offering”), to the Company. The size of the Offering is expected to be between $10,000,000 to $15,000,000, with a goal to up-list the Company onto the Nasdaq Capital Market upon closing of the Offering. The price per share will be determined by mutual agreement of the Company and Univest and will be determined at the signing of the final Underwriting Agreement, which will based on, among other things, market conditions at the time of the Offering.

 

Pursuant to the Underwriting Agreement, Univest will act as principal, or the representative of a number of broker-dealers that will offer the securities in a public offering. The Letter of Engagement anticipates that Univest will receive a gross discount equal to eight percent (8%) of the public offering price on each of the securities being offered. Univest has agreed to negotiate in good faith with other underwriters who, acting severally, could contract to act as an Underwriter in connection with the sale of the securities being offered. Univest will also have the right to re-offer all or any part of the securities being offered to broker- dealers. Univest will be entitled to warrants to purchase common stock representing 5% of the amount of securities sold in the Offering with an exercise price determined to be 110% of the Offering Price.

 

The Company also agreed to reimburse Univest, at and out of the proceeds of the Offering closings, for all of its reasonable, out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) in connection with the performance of its services hereunder not to exceed an aggregate of $150,000. In addition, at the closing of the Offering, the Company agreed to reimburse Univest one percent (1%) of the actual amount of the Offering as nonaccountable expense of the offering.

 

The term of the Letter of Engagement Agreement expires upon the earlier to occur of (i) six (6) months from the date of execution or (ii) the mutual written agreement of the Company and Univest.

 

Investment in GMDOC, LLC

 

On May 3, 2022, the Company entered into an operating agreement (the “Operating Agreement”) 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.

 

GMDOC had previously 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 1.2 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 corporation (the “Managing Members”) – each of which also serve as the operating companies under the GMDOC Leases.

 

Pursuant to the terms of the Operating Agreement, each member agreed to pay GMDOC, as its capital contribution, $50,000 in cash per Interest, with the remainder to be financed, in part, by a loan to GMDOC from a bank, secured by GMDOC’s property, in the aggregate amount of $5,400,000, which is to be repaid in 84 equal monthly installments and bears interest at a rate of 6% per annum. The remainder of each member’s capital contribution and initial working capital for GMDOC will be financed, in part, by a loan to GMDOC from a Managing Member, in the aggregate amount of $400,000, which is to be repaid equally over 12 months and bears interest at a rate of 6% per annum.

 

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 and the Company will pay the remainder of the cash contribution for the Interests, or $800,000, on or before the close of business on May 17, 2022. The remainder of the Company’s capital contribution, or $3,187,500, will be financed by the bank loan and the member loan.

 

Conversion of Series A Convertible Preferred Stock to Common Stock.

 

On April 28, 2022, a holder of Series A Convertible Preferred Stock exercised its right to convert 650 shares of Series A Convertible Preferred Stock into 203,125 shares of common stock.