AMERICAN NOBLE GAS, INC.

On October 17, 2023 the company agreed with M3 Helium Corp. to hand over its 40% participation (acquired April 4, 2022) in a Farmout Agreement with Scout Energy Partners covering the Hugoton Gas Field in Haskell and Finney Counties, Kansas, including the Peyton 21-1 well drilled and completed in June 2022. M3 takes on the related obligations and receivables and pays the company $75,000 cash, and the November 9, 2021 USNG Agreement is terminated. This is a sale of an asset the company had added in 2022 and ends the USNG agreement noted in earlier context. The filing does not say why.

material agreement

On January 10, 2023 the company and the investors agreed to push the maturity of the two earlier convertible notes (the October 30, 2021 note and the May 13, 2022 note) out to September 30, 2023. In return the conversion price on both was cut to $0.10 (from $0.50 and $0.40 respectively), so the notes would convert into more shares if converted. This resolves the near-term repayment deadlines flagged earlier by delaying them, but it means greater potential dilution for shareholders. The filing does not mention the June 2022 $350,000 note.

material agreement

On June 8, 2022 the company sold one accredited investor a $350,000 8% senior unsecured convertible note due September 15, 2022, convertible into 700,000 shares at $0.50, plus a warrant for up to 700,000 shares, for $350,000. The company may repay the note early at 100% of principal plus accrued interest (unlike the 120% repayment terms on the earlier May 2022 and Nov 2021 notes), and the investor gets registration rights. This continues the pattern of short-dated convertible note financing; the filing does not say how the note will be repaid.

capital raising announcement

On May 13, 2022 the company sold two investors $850,000 of 8% senior unsecured convertible notes due June 29, 2022 (convertible into 2,125,000 shares at $0.40) and issued 425,000 commitment shares. On May 3, 2022 it agreed to buy 60.7143% (17 of 28 interests) of GMDOC, LLC for $4,037,500: $850,000 cash paid ($50,000 on May 3 and $800,000 on May 16) and $3,187,500 financed by a $6,045,000 GMDOC bank loan from The Western State Bank. GMDOC holds 70% of the working interests in leases of about 10,000 acres in Southern Kansas, producing about 100 barrels of oil and 1.5 million cubic feet of gas per day gross, bought from Castelli Energy, L.L.C. This adds a producing interest alongside the Central Kansas assets. The notes mature within weeks, and the filing does not say how they will be repaid.

capital raising announcement

On November 9, 2021 the company signed a consulting deal with U.S. Noble Gas, LLC to explore for helium, other noble gases and rare earth minerals on its roughly 11,000-acre Kansas properties, and set up a four-member advisory board. It will issue 3,200,000 warrants at $0.50 (2,000,000 to USNG consultants, 1,200,000 to advisors) and pay USNG $8,000 per month once noble gas or mineral sales exceed $25,000 a month. The company's press release says testing so far is positive but not conclusive; no reserves are established. This adds a helium focus to the Kansas oil assets and more dilution.

capital raising announcement

On November 1, 2021 the company sold three investors $550,000 face of 8% senior unsecured convertible notes due October 29, 2022 (convertible into 1,100,000 shares at $0.50) with a 1,650,000-share warrant at $0.50, for $850,000 total. The notes must be repaid at 120% if the company raises $2 million or more in a later financing. Separately, on November 4, 2021 it obtained an option to buy oil and gas properties covering over 52,000 acres in the Central Kansas Uplift for $12 million cash before December 31, 2021, plus an option on a related oilfield service company for $4 million before December 31, 2022. No financing for these options is described. The notes add debt and dilution.

capital raising announcement

The Core Energy purchase of the Central Kansas Uplift properties (over 11,000 acres) closed April 1, 2021 for $900,000 less a $50,000 holdback, resolving the option and December 2020 agreement. Separately, on March 31, 2021 five creditors, including CEO Stanton Ross and CFO Daniel Hutchins, settled $2,866,297.14 of debt and liabilities for small convertible notes ($28,664.97 total) and warrants for 5,155,455 shares at $0.50. Ross and Hutchins received warrants for 1,051,416 and 3,324,813 shares, and Ross was authorized $30,000 extra pay. The filing's wording on shares issued to Ross and Hutchins is ambiguous.

asset acquisition disposition

On March 26, 2021 the company raised $2,050,000 from five accredited investors by selling 22,776 shares of Series A Convertible Preferred Stock (10% dividend, senior to common) plus warrants for 5,256,410 shares at $0.39. This is the financing the September 2020 option called for, and the registration rights are tied to closing the Core acquisition. The conversion share count in this filing was later corrected (see the April 22 amendment). It adds senior claims and dilution for common holders.

capital raising announcement

On December 14, 2020 the company signed the definitive agreement with Core Energy and its members to buy the Central Kansas Uplift properties (over 11,000 acres) for $900,000 cash less a $50,000 holdback. The option deadline had been extended from November 1, 2020 to January 11, 2021. This continues the September 2020 option and moves it to a firm agreement, though closing was still to come. If it fails because of the company's breach, Core keeps the 500,000 option shares.

material agreement

On September 24, 2020 the company settled the December 2013 8% note held by SKM Partnership, which it had extended several times and which carried $1,000,000 principal and $481,000 accrued interest. SKM got $100,000 cash and 737,532 freely tradeable new shares, and the note was cancelled. The preemptive rights, revenue sharing (the 1% Nicaraguan revenue share) and indemnity agreements were terminated. This removes the open thread on that note, at the cost of new shares.

capital raising announcement

On September 2, 2020 the company paid Core Energy by issuing 500,000 shares for an option to buy 100% of the working and leasehold interests in over 11,000 acres in the Central Kansas Uplift for $900,000 before November 1, 2020. The properties have one horizontal producing well, one horizontal injection well, one saltwater disposal well and two vertical producing wells. This is a new direction: the filing describes an oil and gas property purchase, and the company agreed to raise about $2-10 million immediately, with completion subject to adequate financing.

debt financing

On May 23, 2019 the company settled the May 2015 financing with the investor. The filing says the Replacement Note ($2,197,231 plus $26,107.52 accrued interest) matured May 7, 2018 and was not repaid, leaving it in technical default. The investor gave up the note, the warrant (now stated as 1,800,000 shares after a share split), and the related security, guaranty and registration agreements for 770,485 new common shares. A side letter promises true-up shares and a warrant right on November 23, 2019 to keep the investor near 9.99% of fully diluted shares, and bars raising capital below $0.10 per share for 12 months without the investor's consent. This ends the debt and the senior secured claim from the 2015 deal but adds dilution. The share count was later corrected (see the June 3 amendment).

capital raising announcement

On May 4, 2017 the investor in the May 2015 financing used its offset right to cancel the full $9,490,000 outstanding on its Investor Note against $9,490,000 of the $11,687,231 convertible note. That left $2,197,231 on the convertible note, for which the investor asked for a replacement note. So the company did not receive the roughly $10.0M in cash the 2015 deal had pointed to; the later 2019 filings say the investor funded only $510,000 under the Investor Note (that figure comes from later filings, not this one). The filing itself is a termination notice.

material agreement termination

The full 8-K for the May 7, 2015 financing already announced on May 8: a $12.0M senior secured 8% convertible note (3-year, convertible at $0.50) and an 18,000,000-share warrant at $0.50 sold to an institutional investor. The investor paid $450,000 cash plus a $9,550,000 cash-secured Investor Note, so the company gets the rest only as that note is prepaid (up to $10.0M gross if all is paid, subject to offset rights that could reduce the cash). WestPark gets a 6% fee ($600,000 in total, $27,000 paid at closing). The company must hold a shareholder meeting by July 30, 2015 to raise authorized shares, and must file a resale registration within 45 days. This confirms and adds detail to the May 8 announcement.

capital raising announcement

On May 8, 2015 the company announced a $12.0 million senior secured convertible note placement (closed May 7) with an institutional investor, with WestPark Capital as placement agent. The investor paid $450,000 in cash and gave a $9,550,000 promissory note secured by cash, so the company gets the rest only as that note is prepaid, for gross proceeds of $10.0 million if all is paid. The note is 8%, matures in three years, converts at $0.50 per share, and comes with a warrant for 18,000,000 shares at $0.50. Both prices reset downward if shares are later sold lower, and the investor is capped at 9.99% ownership. The note is secured by all assets except the Nicaraguan Concessions, and the CEO acknowledges it could significantly increase shares outstanding. Initial proceeds are to pay obligations including 2015 area and training fees on the concessions and provide working capital; the company also says it intends to finalize a partnership with Granada Exploration LLC. Whether the $1,050,000 note was repaid is not stated.

capital raising announcement

Effective November 19, 2014 the $1,050,000 note was extended a third time, from December 7, 2014 to April 7, 2015. The warrant price was cut from $1.50 to $1.00 per share for 1,000,000 shares, exercisable from April 7, 2015, and the 13,333,333-share, $0.075 reset still applies if the note is unpaid. The filing also says the revenue sharing agreement with the lender stepped up to 1% of gross revenue because the note was not paid in full by August 7, 2014.

debt financing

This amendment, filed after an SEC staff letter, spells out the disagreement with MaloneBailey. The company treats Nicaraguan concession costs such as training government officials, office facilities, certain legal costs and public relations as properly capitalized, while Malone says they do not qualify under Regulation S-X 4-10. Malone also disputed the 2011-2012 option and warrant valuation, which the company disagrees with. The SEC staff told the company to evaluate each cost under S-X 4-10, so the capitalized-cost question remains open and could change reported asset values.

auditor change

On September 5, 2014 the company dismissed MaloneBailey, the auditor it hired in April 2013, and hired L.L. Bradford & Company for 2013 and 2014. The filing says Malone had not issued an opinion on the 2013 audit or the 2012 re-audit because of disagreements over which costs are capitalized into oil and gas properties and how certain stock options and warrants are valued. The company is delinquent on its 2013 annual report (Form 10-K), and the 2013 audit and 2012 re-audit are unresolved.

auditor change

On May 11, 2014 the $1,050,000 note was extended again, from May 11 to December 7, 2014. In return the company agreed to sign a revenue sharing agreement by May 23, 2014 (or the note is in default) giving the lender 1/2% of gross revenue from hydrocarbons produced at the wellhead from the Nicaraguan Concessions and any other concessions it acquires, rising to 1% if the note is not fully paid by August 7, 2014. The warrant is now exercisable from December 7, 2014, and the 13,333,333-share, $0.075 reset still applies if the note is not paid by then.

debt financing

On December 27, 2013 Infinity borrowed $1,050,000 on an unsecured 8% subordinated note due March 12, 2014. It used $1,000,000 for a progress payment to CGG Services (US) Inc. - NASA for seismic work on the Nicaragua concessions and $50,000 as a lender origination fee. The lender got a warrant for 1,000,000 shares at $1.50 that grows to 13,333,333 shares at $0.075 if the note is not repaid on time, a large potential dilution.

debt financing

On December 13, 2013 Infinity agreed to exchange Amegy's 130,000 Series A Preferred shares for 3,250,000 common shares, plus 341,250 common shares for $1,365,000 of accrued dividends, 3,591,250 shares in all at a $4.00 value. This cancels the Series A, ending its dividends, liquidation preference and the majority voting rights due from Jan 1, 2014, which resolves the 2012 preferred structure for Series A, but it dilutes common holders (21,447,980 shares outstanding beforehand). Closing was expected by Dec 20.

capital raising announcement

Infinity borrowed $50,000, $100,000 and $100,000 on March 29, April 4 and April 15, 2013 on 8% unsecured 60-day subordinated notes, with warrants at $2.50 that expand sharply at $0.10 if unpaid; it used part to repay a $150,000 February note. In April 2013 it also sold 635,420 units at $1.60 ($1,016,672), each with a share and half a five-year $2.50 warrant, including a $125,000 note exchanged for units. The company says it has raised enough equity to repay the new notes on time and plans to, which adds new shares for existing holders.

capital raising announcement

On April 13, 2012 Infinity closed its deals with Amegy and Off-Shore: Amegy received 130,000 Series A Preferred shares and 2,000,000 common shares and cancelled a 968,000-share warrant, while Off-Shore received 15,016 Series B Preferred shares. This settled all debt owed to both, and the company cancelled debt, interest, fees and warrant liability totaling $21,322,922 at Dec 31, 2011. This resolves the long-running Amegy forbearance and the Off-Shore note, but common holders now rank behind preferred holders (6% dividends, convertible at $6.50) and Series A gets voting control from Jan 1, 2014 if not redeemed or converted.

capital raising announcement

AMERICAN NOBLE GAS, INC. deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

On March 23, 2009 Infinity signed a deal with Off-Shore Finance, LLC for a subordinated secured note of up to $1,275,000 and sold it a 1% revenue sharing interest in the Nicaragua Tyra and Perlas concessions. The note is 6% interest, due March 23, 2012, secured by second-lien claims on substantially all domestic assets and ranking behind Amegy; proceeds are for developing the concessions, general expenses and settling concession-related claims. This looks like the subordinated loan funding that the Amegy forbearance required, though the filing does not say so. It gives up a small share of any future Nicaragua revenue.

debt financing

On March 5, 2009 Infinity signed two contracts with Nicaragua for its Tyra and Perlas offshore blocks, each with a six-year exploration period split into four sub-periods and a 30-year exploitation period. It must provide a guarantee, expected initially to be a $950,000 letter of credit through Amegy, and is seeking partners to fund the substantial capital spending required. The filing also notes the company's ability to continue as a going concern as a forward-looking risk. This follows the government-approval condition in the October 2008 forbearance agreement, and the company's address has moved to Overland Park, Kansas.

debt financing

On October 16, 2008 Infinity signed a Third Forbearance Agreement with Amegy covering breaches of financial covenants for March and June 2008. The borrowing base stays at $3.806 million, leaving a $6.104 million deficiency, and forbearance runs from June 1, 2008 to May 31, 2009. Ross and Hutchins had to exercise options for 350,000 and 200,000 shares, the company must raise at least $1.5 million of subordinated loans by October 31, 2008, and it must obtain Nicaraguan government approval of its Tyra and Perlas offshore concessions by December 31, 2008. This continues the Amegy forbearance and shows the company now has offshore Nicaragua concessions.

material agreement

AMERICAN NOBLE GAS, INC.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

On April 30, 2008 NASDAQ rejected Infinity's compliance plan and decided to delist its common stock, with trading suspended at the open on May 9, 2008. The company does not intend to appeal. The stock may trade on another market such as the OTC Bulletin Board if a market maker applies. This resolves the bid-price and stockholders' equity deficiencies by loss of the NASDAQ listing.

listing compliance notice

On April 3, 2008 NASDAQ said Infinity's year-end 2007 stockholders' equity of $7.725 million was below the $10 million minimum and began reviewing its continued listing. The company had to submit a compliance plan by April 18, 2008, failing which NASDAQ would delist. This adds an equity-based problem to the earlier bid-price deficiency.

listing compliance notice

On January 7, 2008 Infinity completed the sale of its Colorado and Wyoming producing properties and 80% of its working interest in the undeveloped leases to Forest Oil for $17.4 million, subject to adjustments. Pro forma figures show about $11 million of Amegy debt repaid, open derivatives settled and $1.45 million received for a partial sale of a Texas well, leaving about $11 million of debt. Pro forma nine-month 2007 oil and gas sales fall from $7.1 million to $3.7 million. This completes the sale agreed December 27, 2007; the Amegy loan is not fully repaid.

asset acquisition disposition

On December 27, 2007 Infinity agreed to sell essentially all producing properties in Colorado and Wyoming, plus 80% of its working interest in undeveloped Routt County and Sweetwater County leases, to Forest Oil for $17.4 million cash (about $16 million expected after adjustments). Proceeds are to retire about $12 million of Amegy debt, settle under $2 million of derivative liabilities and pay about $0.8 million of interest and fees, with the rest reserved for payables. A separate farmout lets Forest Oil drill a 10-well program in Erath County, Texas, to earn 75% of each well's spacing unit and, if completed, 50% of about 31,000 remaining net acres. This is the asset sale the August 2007 forbearance required.

material agreement

On December 28, 2007 NASDAQ notified Infinity that its stock had closed below $1.00 for 30 consecutive trading days. The company has until June 24, 2008 to regain compliance by closing at or above $1.00 for ten consecutive business days.

listing compliance notice

On August 31, 2007 Infinity signed a forbearance agreement with Amegy after breaching an interest coverage ratio, a funded debt to EBITDA ratio and a lien-release requirement. The borrowing base was cut from $22 million to $10.5 million, leaving an $11.5 million deficiency to cure by November 30, 2007 (possibly January 31, 2008), and the company agreed to market all Wyoming assets. The filing says more defaults are likely and Amegy could accelerate the debt and foreclose on assets. This turns the January 2007 facility into a troubled loan.

debt financing

On January 10, 2007 Infinity entered a $50 million reserve-based revolving credit facility with Amegy Bank, with an initial borrowing base of $27 million and a two-year term. It borrowed $8.9 million at closing for past-due trade payables, working capital and financing expenses; the loan is secured by substantially all assets and carries required hedges on at least 70% of proved developed producing production. This is new bank debt following the December 2006 sale of the services business and the notes it was to repay.

debt financing

On December 15, 2006 Infinity completed the sale of Consolidated Oil Well Services and CIS-Oklahoma to Q Consolidated Oil Well Services, LLC for about $52 million in cash, as agreed on December 1. The pro forma figures show the proceeds being used to redeem the remaining senior secured notes and accrued interest, which would leave the company with only its oil and gas operations (nine-month 2006 oil and gas revenue $9.5 million). The pro forma statements also reflect conversion of $7.357 million of notes into shares after September 30, 2006.

asset acquisition disposition

On December 1, 2006 Infinity agreed to sell its two oilfield services subsidiaries, Consolidated Oil Well Services and CIS-Oklahoma, to Q Consolidated Oil Well Services, LLC for $52 million in cash. Proceeds must repay in full the senior secured notes from the January 2005 deal, which with interest total about $51 million. Closing requires release of liens held by the noteholders and either side can terminate if it has not closed by December 19, 2006.

material agreement

On March 17, 2006 Infinity sold $8.0 million more of senior secured notes with five-year warrants for 258,960 shares at $8.65 and 205,128 shares at $10.53, under the January 2005 purchase agreement, to fund exploration and development. Unlike the 42-month December 2005 tranche, these have an 18-month maturity that extends to 42 months only if at least $5 million of the notes is redeemed or converted by September 17, 2006; a closing agreement waived certain conditions for the sale.

capital raising announcement

On March 1, 2006 Infinity said it must restate its 2005 Q1, Q2 and Q3 financials again, this time because the January 2005 notes contain an embedded derivative and the attached warrants (and non-employee options and warrants) must be treated as liabilities rather than equity. Changes in their value will run through earnings. The changes are non-cash and do not alter cash flows; this follows the November 2005 restatement of the same notes' accounting, and investors are told not to rely on the earlier figures.

financial restatement

On December 9, 2005 Infinity sold another $5.5 million of senior secured notes, with five-year warrants for 191,882 shares at $8.03 and 151,988 shares at $9.77, under the January 2005 purchase agreement. Proceeds fund oil and gas exploration and development. This is another tranche after the $9.5 million in September 2005, with a 42-month maturity, 105% redemption in the first year, and a resale registration owed for the warrant shares; the notes may be repaid in shares in some circumstances, which could dilute holders.

capital raising announcement

Infinity reported results for the quarter and nine months ended September 30, 2005, and said it will restate its Q1 and Q2 2005 financials. The January 2005 senior secured notes' discount from a beneficial conversion feature had been expensed immediately but should have been spread over the life of the notes. This cuts the reported Q1 2005 net loss by $8.0 million (to $1.663 million) and the six-month loss by $7.9 million (to $2.464 million), with no change to cash flows; investors are told not to rely on the earlier figures.

financial restatement

On September 7, 2005 Infinity sold a first tranche of $9.5 million of additional senior secured notes with warrants for 283,051 shares at $9.40 and 224,202 shares at $11.44, under the January 2005 purchase agreement, to fund oil and gas exploration and development. It also agreed to call a shareholder meeting to approve issuing shares for warrants, interest and note repayment or conversion on up to $75 million of such notes, which could dilute shareholders if approved.

capital raising announcement

On January 13, 2005 Infinity sold $30 million of senior secured notes due January 2009 (interest at 3-month LIBOR plus 6.75%) with warrants for 924,194 shares at $9.09 and 732,046 shares at $11.06. It used part of the money to repay and end its LaSalle Bank and U.S. Bank credit facilities and will redeem its 8% Subordinated Convertible Notes due 2006; it may sell up to $45 million more notes later, and the notes are secured by substantially all company assets, replacing the earlier bank debt and adding possible dilution via warrants.

capital raising announcement

Infinity sold 1,027,000 new shares at $5.10 each to institutional investors on November 12, 2004, raising about $4.9 million net. This triggered repayment of the $1.75 million still owed on its $3 million Bridge Loan from Irving Strickstein (dated November 21, 2002), and the filing also reports third-quarter 2004 net income of $3.1 million versus a $4.5 million loss a year earlier, helped by a $2.8 million gain from a partial sale of assets by its oilfield services unit.

capital raising announcement

On January 16, 2004 Infinity sold one million new shares at $4.00 each in a private placement to clients of a Boston-based investment adviser, bringing shares outstanding to 9,310,546. Management says most of the money is for development drilling at its Labarge and Pipeline projects, with the rest for general purposes including debt reduction; existing shareholders are diluted by the new shares.

capital raising announcement