Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 1, 2023 (October 17, 2023)

American Noble Gas, Inc.

(Exact name of registrant as specified in its charter)

Nevada

000-17204

87-3574612

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

15612 College Blvd, Lenexa, KS 66219

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (913) 955-0532

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of exchange on which registered
—		—		—

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On October 17, 2023, the Company and M3 Helium Corp. (“M3”) entered into a letter of understanding (the “Letter Agreement”) and the related Assignment of Certain Contractual Rights and Interests that included the following provisions:

	●	The Company assigned all of its rights, title and interest in and to the 40% participation it had acquired on April 4, 2022 in a Farmout Agreement by and between Sunflower Exploration, LLC as the Farmee and Scout Energy Partners as Farmor (“Scout”) with regards to its oil and gas interests in the Hugoton Gas Field, located in Haskell and Finney Counties, Kansas. The Company assigned such participation rights to M3 effective October 17, 2023.

	●	The assignment included all of its rights, title and interest in and to the Peyton 21-1 well which was drilled and completed in June 2022 pursuant to the participation agreement. In addition, M3 has agreed to assume all obligations and receivables for the sale of oil and gas as of October 17, 2023.

	●	The parties agreed that the USNG Agreement dated November 9, 2021 is terminated effective October 17, 2023.

	●	M3 has agreed to pay a total of $75,000 cash to the Company as consideration for the Letter Agreement including the assignments thereunder.

The foregoing description of the Letter Agreement and related Assignment of Certain Contractual Rights and Interests are not complete and are qualified in its entirety by reference to the full text of the Letter Agreement, and related Assignment of Certain Contractual Rights and Interests the forms of which are attached hereto as Exhibit 10.2 and 10.3 and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

Exhibit 10.2		Form of Letter of Understanding

Exhibit 10.3		Form of Assignment of Certain Contractual Rights and Interests

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 1, 2023

	American Noble Gas, Inc.

	By:	/s/Thomas J. Heckman
	Name:	Thomas J. Heckman
	Title:	Chief Executive Officer and Chief Financial Officer

EXHIBIT 10.2

October __, 2023

Thomas J. Heckman

c/o American Noble Gas, Inc. (“AMGAS”)

15612 College Blvd.

Lenexa, KS 66219

Mr. Paul Mendell

c/o M3 Helium Corp. (“M3”)

402 Oratino Dr.

Castle Rock, CO 80108

Re:

Letter of Understanding –

Sale and Assignment of Hugoton Participation Agreement and the Peyton 21-1 well.

Termination of the Letter Agreement dated November 9, 2021 by and between AMGAS and USNG.

Dear Sirs:

Reference is made to the various discussions and written correspondence by and among the parties hereto. The purpose of this Letter of Understanding (this “Letter”) is to memorialize those discussions into a plan of agreement for the parties hereto.

As of the date of this letter (the “Effective Date”), the parties agree as follows:

M3 shall pay $75,000 to AMGAS as consideration for entering into this Letter. The $75,000 payment in verified funds will be due in full upon execution/closing of this Letter. AMGAS shall not be bound by this Letter until such time as this payment made and verified.

	b.	AMGAS will sell/assign all of its rights, interests and obligations to M3 related to the Participation Agreement dated April 4, 2022 by and between AMGAS and _______________, LLC, _________________, _______________ and ______________, LLC which is attached as Exhibit A. M3 will assume all current payables/receivables associated with the Participation Agreement joint interest billings (“JIB”), including but not limited, to any extension payments relative to the Participation Agreement.

	c.	AMGAS will sell/assign all of its rights, interests and obligations to M3 related to the Peyton 21-1 Well (“Peyton Well”)as described in Exhibit B. M3 will assume all current payables/receivables associated with the Peyton 21-1 well joint interest billings (“JIB”) including but not limited to all net revenues/expenses due to/from Sunflower Exploration, LLC currently existing. To clear any confusion, M3 will be entitled to any net revenues due from Sunflower Exploration related to the sale of gas currently due and will assume the payment of any JIB expenses currently due to the operation of the Peyton Well.

(a)

The parties agree and understand that the USNG Letter Agreement (the “USNG Agreement”) dated November 9, 2021 which is attached as Exhibit C, is terminated and rendered null and void upon execution and fulfillment of all requirements/provisions of this Letter.

This Letter (a) shall be governed by and construed in accordance with the law of the State of Kansas, (b) is for the exclusive benefit of the parties hereto, constitutes the entire agreement of such parties, superseding all prior agreements among them, with respect to the subject matter hereof, (c) may be modified, waived or assigned only in writing and only to the extent such modification, waiver or assignment would be permitted under this Letter (and any attempt to assign this Letter without such writing and approval by all parties hereto shall be null and void, and (d) is a negotiated document, entered into freely among the parties upon advice of their own counsel, and it should not be construed against any of its drafters. The fact that any term or provision of this Letter is held invalid, illegal or unenforceable as to any person in any situation in any jurisdiction shall not affect the validity, enforceability or legality of the remaining terms or provisions hereof or the validity, enforceability or legality of such offending term or provision in any other situation or jurisdiction or as applied to any person.

The parties’ obligations with respect to this Letter is expressly conditioned on the following conditions:

	(a)	AMGAS shall receive verified funds totaling $75,000;

	(b)	AMGAS will execute and render the Assignment Document attached as Exhibit D; and

	(c)	The Company’s board of directors shall have duly approved, adopted and ratified this Letter and all undertakings related thereto in all respects, shall have authorized an officer of the Company to execute this Letter on its behalf.

[Balance of page intentionally left blank; signatures follow on next page]

Kindly confirm your agreement with the above as of the Effective Date by signing in the space indicated below and by sending a partially executed copy of this Letter to the undersigned, each of which shall be deemed an original but all of which shall constitute one and the same agreement.

		Very truly yours,

		American Noble Gas, Inc

	By:	/s/ Tom Heckman
		Thomas J. Heckman
		Chief Executive Officer & Chief Financial Officer

AGREED AND ACCEPTED:

	/s/ Paul Mendell
Name:	Paul Mendell
Title:	Secretary & Authorized Agent

Exhibit 10.3

ASSIGNMENT OF CERTAIN CONTRACTUAL RIGHTS AND INTERESTS

Now on this 17^th day of October, 2023, American Noble Gas, Inc., (hereinafter “ANG”) 14001 Marshall Drive, Lenexa, KS 66215 and M3 Helium Corp., a Delaware corporation (hereinafter “M3”) 4601 E Douglas Ave STE 150, Wichita, Kansas 67218 agree as follows:

WHEREAS, ___________, LLC (hereinafter “___________”) is the owner of certain rights arising under that certain Farmout Agreement Between _______________ LP, et al., as farmor and _______________ as farmee made effective as of March 1, 2022, which Farmout Agreement is by reference made a part hereof (hereinafter, the “Farmout Agreement”);

WHEREAS, ANG did enter into that certain Participation Agreement with SunFlower and other parties made Effective as of April 4, 2022 whereby ANG acquired certain undivided rights in and to all oil and gas wells and leases as and when earned by the farmee under the Farmout Agreement together with an irrevocable first option to acquire any interest which may be earned pursuant to the Farmout Agreement (coliectively the “Farmout Rights”), through the performance of their obligations set forth in said Participation Agreement;

WHEREAS, ____________ Revocable Trust, _________ and _________________, LLC did also enter into that certain Participation Agreement with ______________________made Effective April 4, 2022 whereby ________________ Revocable Trust, __________ and _______________, LLC collectively conveyed a 3% carried working interest in and to the Farmout Rights to _____________ which burdened _________________Revocable Trust, ____________ and __________________, LLC working interest in and to the Farmout Rights only and did not burden any working interest owned by ANG

WHEREAS, ANG did enter into a Joint Operating Agreement with ___________made Effective as of April 4, 2022 whereby __________ was designated as the operator or all working interests obtained pursuant to the above referenced Farmout Agreement and Participation Agreements; and

WHEREAS, ANG has agreed to convey all right, title, interest and future options or rights in and to the above referenced Agreements and the Farmout Rights to M3.

Now Therefore, for valuable and sufficient consideration the Parties agree as follows:

1 .. ANG does hereby assign all of its right, title and interest in and to Farmout Rights to M3, which represent not less than an undivided Forty (40%) Percent interest in the Farmout Rights.

2. ANG does hereby assign the interests described herein with special warranty by the ANG that nothing has encumbered the assigned interest arising by, through or under ANG, but without any further representations or warranties of any kind. These assignments expressly disclaim all other express or implied warranties, specifically including but not limited to implied warranties of merchantability and fitness for a particular purpose.

3. ____________ and _______________Ill Revocable Trust do hereby consent to the transactions described herein, but are not conveying any of their right, title or interest under the above referenced Farmout Agreement, Participation Agreements or Joint Operating Agreement.

4. MISCELLANEOUS.

A. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon, and inure to the benefit of, the Parties hereto and their respective successors, heirs, administrator, and assigns.

B. AMENDMENTS. This Agreement may be amended or modified only by a written instrument executed by the Parties.

C. GOVERNING LAW. This Agreement shall be governed by, construed and enforced in accordance with the laws of Kansas. The venue of any action shall be in Allen County, Kansas. Any party who breaches or fails to timely perform its obligations under this Agreement shall be liable for the reasonable costs, expenses and attorney fees of the non-breaching party

D. MERGER OF PRIOR AGREEMENTS. This Agreement, as may be amended, and the exhibits attached hereto constitute the entire Agreement between the parties with respect to the subject matter hereof and supersede all prior Agreements and understandings between the Parties hereto relating to the subject matter hereof.

E. CONSENT OR WAIVER. No consent or waiver, express or implied, by either Party to or of any breach or default by the other Party in the performance of this Agreement shall be constructed as a consent or waiver to or of any subsequent breach or default in the performance by such other Party of the same or any other obligations hereunder.

F. COUNTERPARTS. This Agreement may be executed in counterparts and all counterparts shall be considered part of one Agreement binding on all parties hereto.

H. SEVERABILITY. In the event that one or more of the provisions hereof shall be held to be illegal, invalid, or unenforceable, such provisions shall be deemed severable and the remaining provisions hereof shall continue in full force and effect.

I. JOINT DRAFTING. The Parties shall be considered joint drafters of this Agreement so as not to construe this contract against one Party as drafter more than the other.

K. SURVIVAL OF TERMS. The terms of this Agreement shall survive Closing and shall not merge with the Assignments referenced herein.

L. EFFECTIVE DATE. This Agreement shall be effective as of 11/17/2023, regardless of the date on which it is actually executed by the parties.

[Signature Page Follows]

	American Noble Gas, Inc.

	By:	/s/ Tom Heckman
		CEO

	M3 Helium Corp., a Kansas corporation

		/s/ Anthony Melikhov
		Anthony Melikhov
		CEO
		, LLC

	By:
		Managing Member
		___________________ Revocable Trust

		/s/
		Trustee

Cover	Nov. 01, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 01, 2023
Entity File Number	000-17204
Entity Registrant Name	American Noble Gas, Inc.
Entity Central Index Key	0000822746
Entity Tax Identification Number	87-3574612
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	15612 College Blvd
Entity Address, City or Town	Lenexa
Entity Address, State or Province	KS
Entity Address, Postal Zip Code	66219
City Area Code	(913)
Local Phone Number	955-0532
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false