American Noble Gas, Inc. announced that it has entered into a letter agreement on May 3, 2023 and securities purchase agreement for 7,500 shares of Series B convertible preferred stock and warrants for aggregate proceeds of $750,000 on May 4, 2023. The transaction will include participation from returning investors, 3i LP, Ozark Capital Advisors, LLC, Alpha Capital Anstalt, individual investor, Stanton E. Ross and Thomas J. Heckman. The 7,500 shares of series B preferred stock, convertible into an aggregate of up to 15,000,000 shares of common stock that are issuable from time to time upon conversion of such shares of series B preferred stock and warrants, with a term of five and a half (5.5) years, exercisable six (6) months after issuance, to purchase an aggregate of up to 15,000,000 shares of common stock at an exercise price of $0.05 per share, subject to customary adjustments thereunder.

In addition, the securities purchase agreement and the Certificate of Designation also provide for the payment of dividends, in cash, or shares of common stock, to the holders of the Series B Preferred Stock, of 8% per annum, based on the Stated Value, until the earlier of the date on which the shares of series B preferred stock are converted to common stock or date the company's obligations under the Certificate of Designation have been satisfied in full. The shares of series B preferred stock also vote on an as converted to common stock basis, subject to certain beneficial ownership limitations, are redeemable at the option of the company at any time, rank senior to the common stock and any class or series of capital stock created after the series B preferred stock and have a special preference upon the liquidation of the company. Thomas J. Heckman will join the board of directors of the company.