CoJax Oil & Gas Corp 8-K/A, filed Aug 19, 2024
CoJax Oil & Gas Corp (CJAX)
About this 8-K/A
CoJax Oil & Gas Corp filed this 8-K/A on August 19, 2024, reporting on events of May 31, 2024.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.01: Completed an acquisition or sale of assets
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 19, 2024 (
(Exact Name of Registrant as Specified in Charter)
| (State
or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | |
| (Address of Principal Executive Offices) | |||
| Registrant’s telephone number, including area code: | | ||
N/A | |||
| (Former Name or Former Address, if Changed Since Last Report) | |||
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):
| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None | N/A | N/A |
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.
EXPLANATORY NOTE
On May 31, 2024, CoJax Oil and Gas Corporation (the “Company”), through Barrister Energy LLC, its operating wholly-owned subsidiary of the Company (“Barrister”), completed the Acquisition (as defined in Item 2.01 below) from Liberty Operating, LLC, a Mississippi limited liability company (“Liberty).
This Amendment No. 1 on Form 8-K/A is being filed by the Company to amend its Current Report on Form 8-K filed with the Securities and Exchange Commission on June 6, 2024 (the “Original Report”), to provide disclosures required under Items 1.01, 2.01 and 9.01 of Form 8-K that were omitted from the Original Report, including the required financial statements of the Acquisition and to reflect the adjusted valuation of the shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”) issued in consideration of the Acquisition,. Except as otherwise provided herein, the disclosures made in the Original Report remain unchanged.
Item 1.01. Entry into a Material Definitive Agreement.
The information set forth in Item 2.01 below with respect to the Assignment, is incorporated by reference into this Item 1.01.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On May 31, 2024, the Company, through Barrister, completed the acquisition of certain various mineral and oil and gas properties, lands
and leases located in Mississippi and related assets (the “Acquired Assets” or the “Acquisition”) from Liberty
pursuant to the Assignment and Bill of Sale, entered into and executed by Barrister and Liberty on May 31, 2024 (the “Assignment”).
The total consideration of the Acquired Assets consisted of 1,320,755 shares of the Common Stock issued to Liberty (as described in Item
3.02 of the Original Report), at the adjusted valuation of $2.00 per share (the “Shares”). The Acquisition has an effective
date of May 1, 2024, for accounting purposes.
As previously reported in Item 3.02 of the Original Report, the Shares were issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act as sales by an issuer not involving any public offering.
The foregoing description of the Assignment is qualified in its entirety by reference to the Assignment, a copy of which is attached as Exhibit 10.1 to this Current Report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The statement of revenues and direct operating expenses of the Acquired Assets for the year ended December 31, 2023, are filed as Exhibit 99.1 hereto and incorporated herein by reference.
(b) Exhibits.
| Exhibit Number | Exhibit | |
| 10.1 | Assignment and Bill of Sale dated May 31, 2024 by and between Liberty Operating, LLC and Barrister Energy LLC | |
| 23.2 | Consent of Independent Petroleum Engineer – Lazaro Resources, LLC | |
| 99.1 | Statement of Revenue and Direct Operating Expenses of the Acquired Assets for the year ended December 31, 2023 | |
| 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.
| COJAX OIL AND GAS CORPORATION | |||
| Date: August 19, 2024 | By: | /s/ William Downs | |
| William Downs | |||
| Chief Executive Officer | |||
Exhibit 10.1
ASSIGNMENT AND BILL OF SALE
| Prepared by/return to: | Liberty Operating Company, LLC |
| 407 West Oak Street Laurel, Mississippi 39440 | |
| 601-577-2030 |
| Assignors: | Liberty Operating Company, LLC |
| 407 West Oak Street Laurel, Mississippi 39440 | |
| 601-577-2030 | |
| Assignee: | Barrister Energy, LLC |
531 North 5th Avenue Laurel, Mississippi 39440 | |
| 601-426-0056 |
Indexing Instructions to the Chancery Clerk:
| Sectional Index: | Amite County, Mississippi Township 1 North, Range 4 East | |
| Section 8: | S½ | |
| Section 9: | SW¼ | |
| Section 15: | NW¼&S½ | |
| Section 16: | Entire Section | |
| Section 17: | N½&SE¼ | |
| Section 21; | N½ | |
| Section 22: | Entire Section | |
| Township 2 North, Range 2 East | ||
| Section 7: | NW¼ | |
| Township 3 North, Range 2 East | ||
| Section 37: | SW¼ | |
| Sectional Index: | Wilkinson County, Mississippi | |
| Township 2 North. Range 1 East | ||
| Section 1: | NE¼ | |
| Township 3 North, Range 1 East | ||
| Section 36: | SE¼, S½ NE¼, S½ NW¼ & SW¼ | |
ASSIGNMENT AND BILL OF SALE
| STATE OF MISSISSIPPI | § |
| § | |
| COUNTIES OF AMITE & WILKINSON | § |
This Assignment and Bill of Sale (“Assignment), dated May 1, 2024 (the “Effective Time”), is made by Liberty Operating Company, LLC, whose address is 407 West Oak Street, Laurel, MS 39440 (hereinafter, collectively, “Assignors”) to Barrister Energy, LLC, a Mississippi limited liability company, with an address of 531 North 5th Avenue, Laurel, Mississippi 39440 (hereinafter “Assignee”).
In consideration of the sum of Ten Dollars ($10.00), and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, Assignors do hereby grant, bargain, sell, convey, assign, deliver and specially warrant unto Assignee, its successors and assigns, all of Assignors’ undivided interests in and to the following assets and properties (such assets and properties collectively, with the exclusion of the Excepted Items, the “Conveyed Interests”):
(a) the wells described in Exhibit A hereto (such wells, the ‘Wells”), and all Hydrocarbons produced therefrom or allocated thereto, whether producing, shut-in or abandoned, together with any and all rights, titles and interests of Assignors in and to the current proration units for said wells (Assignors’ interest in such units the “Units”);
(b) all equipment, material and items of personal property described in Exhibit B hereto and any other equipment, machinery, fixtures and other real or personal property, operational or nonoperational, known or unknown, located on any of the Units that are used or held for use primarily in connection with the Wells, including, but not limited to, well equipment, casing, tubing, pumps, motors, machinery, platforms, rods, tanks, boilers, fixtures, compression equipment, flowlines, pipelines, gathering systems associated with the Wells, manifolds, processing and separation facilities, structures, materials, SCADA, telemetry and radio equipment, radio towers and other items on the Units (Assignors’ interest in such properties, the “Personal Property”);
(c) the Oil, Gas and/or Mineral Leases described on Exhibit C hereto and all leasehold estates created thereby, including royalties, overriding royalties, production payments, net profit interests, carried interests and all other interests in oil, gas and minerals in place pertaining to the Units and all other oil, gas and mineral leases, if any, that cover all or any portion of the Units (Assignors’ interest in such leases and other interests as so limited, the “Leases”). To the extent any Lease and Leases include lands outside the Units, such lands and rights are hereby assigned to Assignee. The Leases, the Units and the Wells are collectively referred to hereinafter as the “Properties” or individually as a “Property”;
(d) to the extent that they may be assigned, all rights-of-way and easements that are used primarily in connection with the ownership or operation of any of the Properties;
(e) to the extent assignable, all Applicable Contracts pertaining to the Properties and all rights thereunder; and
(f) all files, books, records, information and data directly pertaining to the Conveyed Interests in Assignors’ possession or control or to which Assignors have a right, including title records, abstracts, title opinions, curative documents, title certificates, interpretive data, computer records including extracts from certain databases including land, production, and accounting databases, production records, severance tax records, geological and geophysical data, geologic/geophysical interpretations and raw or processed geophysical data (including magnetic tapes, field notes, seismic lines, analyses and similar data or information) and interpretations therefrom, reservoir and well information, but excluding any files, books, records, information and data (i) to the extent that the disclosure or transfer thereof is prohibited by third party agreement (provided that Assignors inform Assignee of such restriction and shall request waivers of such restriction to the extent requested by Assignee) or applicable laws and regulations,
(ii) relating to Assignors’ business generally, (iii) constituting work product of Assignors’ legal counsel (other than title opinions) and (iv) relating to the negotiation and consummation of the sale of the Properties (collectively, the “Records”); provided, however, that Assignors may retain copies of the Records as may be necessary for litigation, tax, accounting or auditing purposes or as otherwise may be required by applicable laws and regulations.
(g) All reservations of record from previous owners are expressly excepted from this assignment
The following are expressly excepted from this assignment and are reserved to the Assignors (the “Excepted ltems”):
(a) all reservations of record from previous owners;
(b) all data and records relating to the sale of the Conveyed Interests, including bids received from, and records of negotiations with, any party other than Assignee;
(c) all corporate, financial, tax, legal (including all work product of, and attorney-client communications with, Assignors’ legal counsel) and other business data and records of Assignors that relate to Assignors’ businesses generally;
(d) all trade credits, all accounts, all receivables and all other proceeds, income or revenues attributable to the Conveyed Interests and attributable to any period of time prior to the Effective Time;
(e) all claims and causes of action of Assignors arising under or with respect to any Contracts that are attributable to periods of time prior to the Effective Time (including claims for adjustments or refunds and all audit rights);
(f) all claims of Assignors for refunds of, credits attributable to, loss carry forwards with respect to (i) Asset Taxes attributable to any period (or portion thereat) ending prior to the Effective Time, (ii) Income Taxes, or (iii) Taxes attributable to the Excluded Assets;
(g) all hydrocarbons produced and sold from the Conveyed Interests with respect to all periods prior to the Effective Time;
(h) all of Assignors’ or any of their affiliates’ proprietary computer software, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property;
(k) all data, information and agreements that cannot be disclosed to Assignee as a result of confidentiality arrangements under agreements with third parties; and
(I) all rights and interests of Assignors or any of their affiliates (i) under any policy or agreement of insurance or indemnity, (ii) under any bond or (iii) to any insurance or condemnation proceeds or awards arising prior to the Effective Time.
It is the intent of Assignors to convey, and, for the same consideration, Assignors do hereby convey all of Assignors’ mineral interests, royalty interests, interests in the mineral leasehold estate of whatever kind or character, and oil, gas and mineral leases pertaining to the Units, subject to the reservation by Assignors of the Excepted Items described above.
Assignors covenant and agree that they will specially warrant and defend title to the Conveyed Interests unto Assignee against each and every person lawfully claiming the whole or any part thereof, by, through, or under Assignors, but not otherwise. Further, this Assignment is made by Assignors with the right of full substitution and subrogation of Assignee in and to all covenants and warranties heretofore given or made by others with respect to the Conveyed Interests. EXCEPT AS PROVIDED IN THIS PARAGRAPH, ANY COVENANTS OR WARRANTIES IMPLIED BY STATUTE OR LAW OR BY THE USE OF THE WORD “GRANT”, “BARGAIN”, “SELL,” “CONVEY”, “ASSIGN,” “DELIVER,” OR OTHER WORDS OF GRANT ARE HEREBY EXPRESSLY WAIVED AND DISCLAIMED BY THE ASSIGNEE.
TO HAVE AND TO HOLD the Conveyed Interests unto Assignee and its successors and assigns, forever, subject, however, to the covenants, terms and conditions set forth below.
As part of the consideration for this Assignment and Bill of Sale, Assignee accepts all responsibility and liability for the following:
(a) The environmental condition of the Conveyed Interests, including but not limited to, all existing and prospective claims, causes of action, fines, losses, costs and expenses, including but not limited to, costs to clean up or remediate, in accordance with applicable law.
(b) Assignee shall assume and pay, perform, fulfill and discharge all claims, costs, expenses, liabilities and obligations accruing or relating to the owning, developing, exploring, operating or maintaining of the Conveyed Interests or the producing, transporting and marketing of Hydrocarbons from the Conveyed Interests, relating to periods before, on and after the Effective Time.
(c) All “Abandonment Obligations” which shall mean (i) the obligation to plug and abandon the Wells; (ii) the removal of structures, facilities, foundations, wellheads, tanks, pipelines, flowlines, pumps, compressors, separators, heater- treaters, valves, fittings and equipment and machinery of any nature and all materials contained therein, located on the tank battery facility site or used in connection with the Conveyed Interests; (iii) the clearance, restoration, and remediation of the well sites on which the Wells are located; (iv) the removal, remediation and abatement of any petroleum material, any contamination or pollution (including without limitation, spilling, leaking, pumping, pouring, emitting, emptying, discharging, leaching, dumping or disposing of any chemical substances, pollutant, contaminant, toxic substance, radioactive material, hazardous substance, naturally occurring radioactive material (“NORM”), waste, saltwater, crude oil, or petroleum product) of the surface (including surface water), air or any vessel, piping, equipment, tubing or subsurface strata associated with the Conveyed Interests, all in accordance with or as required by applicable agreements, implied or express, including without limitation, leases, unit agreements, operating agreements, by law, regulation, order, permit, judgment, or decree.
(d) All obligations arising under any agreements covering or relating to the Conveyed Interests, and all claims for breach of warranties disclaimed below.
Except as to the special warranty of title in favor of Assignees, the Conveyed Interests are being assigned and conveyed without any other warranty, express, implied or statutory. All tangible personal property included in the Conveyed Interests is assigned and conveyed “AS IS, WHERE IS,” and Assignors MAKE NO, AND DISCLAIM ANY, REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, AS TO (i) MERCHANTABILITY, (ii) FITNESS FOR ANY PARTICULAR PURPOSE, (iii) CONFORMITY TO MODELS OR SAMPLES OF MATERIALS AND (iv) CONDITION. The Parties agree that the preceding disclaimers of warranty are “conspicuous” disclaimers for purposes of any applicable law, rule or order.
The Conveyed Interests are assigned by Assignors and accepted by Assignee subject to the terms and conditions of all leases, assignments, contracts and agreements affecting the Conveyed Interests.
This Assignment and Bill of Sale may be executed by the Parties hereto in any number of counterparts, each of which shall be deemed an original instrument for all purposes and all of which together shall constitute one instrument. The various counterparts may be combined for recording purposes.
This Assignment and Bill of Sale shall be effective as of May 1, 2024, at 12:01 a.m. local time (the “Effective Time”).
SIGNED, SEALED and DELIVERED on this the 29th day of May, 2024.
| Assignor: Liberty Operating Company, LLC | Assignee: Barrister Energy, LLC | |
| Bv: /s/ William Edwin Wildman, Jr. | Bv: /s/ William R. Downs | |
| William Edwin Wildman, Jr. | ||
| Its: Member/Manager | Its: Manager |
***ACKNOWLEDGEMENTS ON FOLLOWING PAGE***
STATE
OF MISSISSIPPI
COUNTY OF JONES
This day personally appeared before me, the undersigned authority in and for the State of Mississippi at large, the within named William Edwin Wildman, Jr., who is known by me to be Member /Manager of Liberty Operating Company, LLC, a Mississippi limited liability company, and who acknowledged before me that, being knowledgeable as to the terms and provisions of the within and foregoing Assignment and Bill of Sale, he this day executed same, doing so in said capacity for and on behalf of said limited liability company and doing so with full authority.
Witness my signature and seal of office this the 17th day of May, 2024.
| /s/ Jennifer Shirley | ||
| Notary Public | ||
| Notary ID: 358140 |
My commission expires:
05-22-27
STATE
OF MISSISSIPPI
COUNTY OF JONES
This day personally appeared before me, the undersigned authority in and for the State of Mississippi at large, the within named William R. Downs, who is known by me to be Manager of Barrister Energy, LLC, a Mississippi limited liability company, and who acknowledged before me that, being knowledgeable as to the terms and provisions of the within and foregoing Assignment and Bill of Sale, he this day executed same, doing so in said capacity for and on behalf of said limited liability company and doing so with full authority.
Witness my signature and seal of office this the 29th day of May, 2024.
| /s/ Belinda C. Sloan | ||
| Notary Public | ||
| Notary ID: 5664 |
My commission expires:
At Death
Exhibit A
Wells
| Field | Well | API | County | WI | NRI |
| St Patrick | Neyland Heirs #1-37 | 23-005-20501 | Amite | 0.824477 | 0.623933 |
| St Patrick | Neyland Heirs #1-7 | 23-005-20490 | Amite | 0.824500 | 0.623900 |
| St Patrick | St. Patrick SWDW #1 | 23-157-21614 | Wilkinson | 0.977800 | N/A |
| St Patrick | Horton Estate #1-1 | 23-157-21582 | Wilkinson | 0.969000 | 0.736600 |
| St Patrick | Browder #1-36 | 23-157-21570 | Wilkinson | 0.875000 | 0.655600 |
| Liberty | Board of Education Et Al Uni t#1 | 23-005-20252 | Amite | 0.993372 | 0.741584 |
| Liberty | Board of Education Et Al Unit#2 | 23-005-20258 | Amite | 0.993372 | 0.741584 |
| Liberty | Board of Education Et Al Unit#3 | 23-005-20262 | Amite | 0.993372 | 0.741584 |
| Liberty | Powell Denkman #1 | 23-005-20267 | Amite | Unknown | Unknown |
| Liberty | Davis Et Al Unit #1 | 23-005-20280 | Amite | 0.993372 | 0.741584 |
| Liberty | Davis Et Al Unit #2 | 23-005-20292 | Amite | 0.993372 | 0.741584 |
| Liberty | International Paper Co. Et Al Unit#l | 23-005-20256 | Amite | 0.993372 | 0.741584 |
| Liberty | Powell J. W. Et Ux #1 | 23-005-20331 | Amite | 0.993372 | 0.741584 |
| Liberty | Johnston & Owen Et Al #1 | 23-005-20234 | Amite | 0.864106 | 0.645883 |
| Liberty | Powell Et Ux Unit #1 | 23-005-20253 | Amite | 0.993372 | 0.741584 |
The current proration units for these wells are set forth on the following page.
Current Proration Units for Wells
| Neyland Heirs #1-37 | Southwest Quarter (S Neyland Heirs #1-37 Southwest Quarter (SW¼) of Section 37 of Township 3 North, Range 2 East, Amite County, Mississippi, containing 160 acres, more or less |
| Neyland Heirs #1-7 | Northwest Quarter (NW¼) of Section 7 of Township 2 North, Range 2 East, Amite County, Mississippi, containing 160 acres, more or less |
| St. Patrick SWDW #1 | saltwater disposal well -- no proration unit |
| Horton Estate #1-1 | Northeast Quarter (NE¼) of Section 1 of Township 2 North, Range 1 East, Wilkinson County, Mississippi, containing 160 acres, more or less |
| Browder #1-36 Range 1 | Beginning at the southeast corner of Section 36 of Township 3 North, |
| East, Wilkinson County, Mississippi; thence from said point of beginning go Westerly along the South boundary of said Section 36 for 4,004.70 feet; thence leaving said boundary go North for 3,463.39 feet; thence go East for 1,433.80 feet; thence go South for 5.55 feet: thence go East for 2,570.67 feet to the East boundary of said Section 36; thence go South along the East boundary of said Section 36 for 3,500.00 feet to the point of beginning; containing 320 acres, more odcss | |
| Johnston and Owen Et Al #1 Township 1 |
West Half of Northwest Quarter (W½ of NW¼) of Section 15 of |
| North, Range 4 East, Amite County, Mississippi, containing 80 acres, more or less | |
| Powell Denkman #1 | |
| Amite | North Half of Northwest Quarter (W½ of NW¼), Southwest Quarter of (NW¼ of NE¼) of Section 17 of Township 1 North, Range 4 East, |
| County, Mississippi, containing 160 acres, more or less |
| Board of Education Et Al Unit #1 | (Unitized Unit containing 3040 acres, more or less) | |
| Board of Education Et Al Unit #2 | Township 1 North, Range 4 East, Amite County, | |
| Mississippi: | ||
| Board of Education Et Al Unit #3 | Section 8: | South Half (S½) |
| Davis Et Al Unit #1 | Section 9: | Southwest Quarter (SW¼) |
| Davis Et Al Unit #2 | Section 15: | Northwest Quarter (NW¼) and South |
| Half(S½) | ||
| International Paper Co. Et Al Unit #1 | Section 16: | Entire Section |
| Powell J. W. Et Ux #1 | Section 17: | North Half (N½) and Southeast Quarter |
| (SE¼) | ||
| Powell Et Ux Unit#1 | Section 21: Section 22: | |
|
North Half(N½) Entire Section |
||
Exhibit B
Equipment and Materials
Liberty Field Equipment and Materials
| Well Site | Equipment | Make/Description |
| BOE #1 | Pumping Unit | American 456-305-120 |
| BOE #3 | Pumping Unit | Lufkin M912-365-144 |
| Davis #2 | Pumping Unit | Lufkin C912-365-168 |
| Johnston-Owen | Pumping Unit | Lufkin RM912-365-168 |
| Liberty Yard | Heater Treater | 6' x 20' National |
| Liberty Yard | Heater Treater | 6' x 20' National |
| Liberty Yard | Heater Treater | 4' x 20' National |
| Liberty Yard | Oil Tank | 300 bbl |
| Liberty Yard | Oil Tank | 300 bbl |
| Liberty Yard | Oil Tank | 300 bbl |
| Liberty Yard | Tubing | 15 joints 2-7/8" tubing from tubing rack |
| Powell Denkman | Pumping Unit | Lufkin M912-365-168 |
St. Patrick Field Equipment and Materials
| Well Site | Equipment | Make/Description |
| Browder | Oil Tank | 400 bbl |
| Browder | Tubing | 370 Jts 2-7/811 6.5# N80 |
| Horton Estate | Pumping Unit | Sogiant 640 |
| Horton Estate | Heater Treater | 4’ x 27’ National |
| Horton Estate | Oil Tank | 400 bbl |
| Horton Estate | Oil Tank | 400 bbl |
| Horton Estate | Tubing | 149 Jts 2-7/8” 6.5# L80 |
| Horton Estate | Rods | 180 Rods -1”; 7/8”; 3/4” |
| Neyland 1-37 | Pumping Unit | Lufkin 456 Air Balance |
| Neyland 1-37 | Heater Treater | 6’ x 20’ National |
| Neyland 1-37 | Oil Tank | 400 bbl |
| Neyland 1-37 | Oil Tank | 400 bbl |
| Neyland 1-37 | Water Tank | 400 bbl |
| Neyland 1-37 | Tubing | 220 Jts 2-7/8” 6.5# L80 |
| Neyland 1-37 | Rods | 268 Rods -1”; 7/8”; 3/4” |
| Neyland 1-7 | Oil Tank | 400 bbl |
| Neyland 1-7 | Oil Tank | 400 bbl |
| Neyland 1-7 | Tubing | 145 Jts 2-7/8” 6.5# N80 |
| St. Patrick SWDW | Triplex Pump | J-60 National w/ 40HP Elec Mtr |
| St. Patrick SWDW | Water Tank | 400 bbl fiberglass |
| St. Patrick SWDW | Water Tank | 400 bbl fiberglass |
| St. Patrick SWDW | Tubing | 149 Jts 2-7/8” 6.5# N80 |
Exhibit C
Oil, Gas and Mineral Leases and Easements
NOTE: REDACTED NAMES OF GRANTORS/LESSORS ARE PRIVATE INDIVIDUALS AND ARE
AVAILABLE UPON REQUEST TO THE SEC
| Liberty Field: | ||||
|
LESSOR |
LESSEE |
DATE |
BOOK |
PAGE |
| ADCO Prod. Co. Inc. | 11-21-79 | 71 | 599 | |
| H.J. Cruise | 4-5-80 | 72 | 312 | |
| H.J. Cruise | 4-5-80 | 72 | 314 | |
| Sabine Production Company | 4-30-80 | 72 | 404 | |
| Sabine Production Company | 4-30-80 | 72 | 406 | |
| Sabine Production Company | 4-30-80 | 72 | 410 | |
| Sabine Production Company | 4-30-80 | 72 | 414 | |
| Sabine Production Company | 4-30-80 | 72 | 418 | |
| Sabine Production Company | 4-30-80 | 72 | 422 | |
| C. T. Carden | 4-16-80 | 72 | 686 | |
| C. T. Carden | 4-16-80 | 72 | 688 | |
| C. T. Carden | 4-16-80 | 72 | 690 | |
| C. T. Carden | 4-23-80 | 72 | 698 | |
| C. T. Carden | 4-15-80 | 72 | 700 | |
| C. T. Carden | 4-22-80 | 72 | 702 | |
| C. T. Carden | 4-16-80 | 72 | 704 | |
| C. T. Carden | 4-22-80 | 72 | 706 | |
| C. T. Carden | 4-22-80 | 72 | 708 | |
| C. T. Carden | 4-22-80 | 72 | 710 | |
| C. T. Carden | 4-22-80 | 72 | 712 | |
| C. T. Carden | 4-16-80 | 73 | 552 | |
| Shell Oil Company | 11-3-80 | 79 | 210 | |
| Shell Oil Company | 7-16-80 | 79 | 515 | |
| Shell Oil Company | 7-7-80 | 79 | 613 | |
| Shell Oil Company | 10-10-80 | 79 | 658 | |
| Shell Oil Company | 6-11-1980 | 80 | 13 | |
| Shell Oil Company | 9-2-80 | 80 | 140 | |
| Shell Oil Company | 11-10-80 | 81 | 469 | |
| Shell Oil Company | 11-10-80 | 81 | 487 | |
| Shell Oil Company | 11-10-80 | 81 | 510 | |
| Shell Oil Company | 11-10-80 | 81 | 536 | |
| Shell Oil Company | 11-10-80 | 81 | 540 | |
| Shell Oil Company | 11-10-80 | 81 | 544 | |
| David Miller | 6-29-81 | 88 | 719 | |
| David Miller | 6-29-81 | 88 | 738 | |
| Shell Oil Company | 7-12-82 | 92 | 611 | |
| Shell Oil Company | 6-30-82 | 92 | 613 | |
| Shell Oil Company | 7-8-82 | 92 | 759 | |
| Kenoil Corporation | Shell Oil Company | 7-8-82 | 92 | 761 |
| Shell Oil Company | 7-14-82 | 92 | 764 | |
| Shell Oil Company | 2-18-85 | 93 | 74 | |
| Shell Oil Company | 8-16-82 | 93 | 74 | |
| Shell Oil Company | 2-1 i-83 | 93 | 664 | |
| LESSOR | LESSEE | DATE | BOOK | PAGE |
| Longleaf Enterprises | Shell Oil Company | 2-1-83 | 94 | 278 |
| Longleaf Enterprises | Shell Oil Company | 2-1-83 | 94 | 664 |
| Shell Oil Company | 8-16-83 | 96 | 9 | |
| Shell Oil Company | 8-16-83 | 96 | 11 | |
| Shell Oil Company | 8-16-83 | 96 | 13 | |
| Shell Oil Company | 8-17-83 | 96 | 15 | |
| Shell Oil Company | 8-17-83 | 96 | 17 | |
| John S. Roberts, Jr. | 9-24-83 | 96 | 87 | |
| Shell Oil Company | 8-23-83 | 96 | 96 | |
| Shell Oil Company | 8-31-83 | 96 | 98 | |
| Shell Oil Company | 8-31-83 | 96 | 100 | |
| Shell Oil Company | 8-31-83 | 96 | 102 | |
| Shell Oil Company | 8-20-83 | 96 | 104 | |
| Longleaf Enterprises | Shell Oil Company | 8-10-83 | 96 | 107 |
| Shell Oil Company | 9-8-83 | 96 | 309 | |
| C. T. Carden | 12-20-83 | 96 | 739 | |
| C. T. Carden | 12-20-83 | 96 | 741 | |
| C. T. Carden | 12-22-83 | 96 | 743 | |
| Shell Oil Company | 12-13-83 | 97 | 358 | |
| Shell Oil Company | 1-27-84 | 97 | 5S8 | |
| Shell Oil Company | 1-14-84 | 97 | S67 | |
| Shell Oil Company | 1-18-84 | 97 | 569 | |
| Shell Oil Company | 1-18-84 | 97 | 571 | |
| Shell Oil Company | 2-2-84 | 98 | 44 | |
| ADCO Prod. Co. Inc. | 2-15-84 | 100 | 73 | |
| C. T. Carden | 8-24-84 | 104 | 560 | |
| C. T. Carden | 8-24-84 | 104 | 562 | |
| C. T. Carden | 8-28-84 | 104 | 564 | |
| C. T. Carden | 8-27-84 | 104 | 566 | |
| Shell Oil Company | 6-12-84 | 104 | 587 | |
| C. T. Carden | 8-27-84 | 105 | 42 | |
| Longleaf Enterprises | n/a | 2-1-83 | 200 | 278 |
| n/a | 7-13-83 | 202 | 401 | |
| n/a | 8-3-84 | 207 | 435 | |
| Board of Education, Amite Co, | Amite County Interests, LLC | 11-14-19 | 298 | 472 |
|
Easements: 1. GRANTOR: |
|
|||
| NATURE: | Easement | |||
| DATED: | October 3, 1983 | |||
| RECORDED: | No Information | |||
| 2. GRANTOR: | ||||
| NATURE: | Easement | |||
| DATED: | October 14, 1983 | |||
| RECORDED: | No Information |
| 3. | GRANTOR: | International Paper NATURE: | Right-of-Way |
| DATED: | May 30, 1984 | ||
| RECORDED: | Book 207, Page437 | ||
| 4. | GRANTOR: | : | Easement and Right-of-Way |
| DATED: | July 19, 1984 | ||
| RECORDED: | Book 207, Page 431 | ||
| 5. | GRANTOR: | ||
| NATURE: | Easement and Right-of-Way | ||
| DATED: | July 25, 1984 | ||
| RECORDED: | Book 207, Page 433 | ||
| 6. | GRANTOR: | : | Easement and Right-of-Way |
| DATED: | July 18, 1984 | ||
| RECORDED: | Book 207, Page 450 | ||
| 7. | GRANTOR: | International Paper NATURE: | Right-of-Way |
| DATED: | June 27, 1984 | ||
| RECORDED: | Book 207, Page 444 | ||
| 8. | GRANTOR: | : | Easement |
| DATED: | August 7, 1984 | ||
| RECORDED: | Book 207, Page 622 | ||
| 9. | GRANTOR: | : | Easement and Right-of-Way |
| DATED: | October 2, 1984 | ||
| RECORDED: | Book 209, Page 120 |
Note: The recording information set forth above for the leases and easements is for the Chancery Clerk’s office in Amite County, Mississippi.
IT IS THE INTENTION OF SELLER TO INCLUDE IN THIS EXHIBIT C ANY AND ALL LEASES, EASEMENTS AND OTHER AGREEMENTS PERTAINING TO THE CURRENT PRORATION UNITS FOR THE WELLS DESCRIBED IN EXHIBIT A WHETHER OR NOT CORRECTLY DESCRIBED ABOVE IN THIS EXHIBIT C.
(CONT’D)
Exhibit C
Oil, Gas and Mineral Leases and Easements
St. Patrick Field:
Oil, Gas and Mineral Leases recorded in office of Chancery Clerk of Wilkinson Co., Mississippi:
| LESSOR | LESSEE | DATE | BOOK | PAGE |
| Exchange Oil & Gas Co. | 5-31-95 | 120 | 272 | |
| Exchange Oil & Gas Co. | 2-14-95 | 120 | 345 | |
| Exchange Oil & Gas Co. | 5-18-95 | 120 | 349 | |
| Exchange Oil & Gas Co. | 5-18-95 | 120 | 349 | |
| Exchange Oil & Gas Co. | 7-9-95 | 120 | 349 | |
| Exchange Oil & Gas Co. | 7-9-95 | 120 | 349 | |
| Exchange Oil & Gas Co. | 5-31-95 | 120 | 349 | |
| Exchange Oil & Gas Co. | 7-9-95 | 120 | 354 | |
| Exchange Oil & Gas Co. | 2-6-95 | 120 | 354 | |
| Exchange Oil & Gas Co. | 8-29-95 | 120 | 357 | |
| JohnM. Waid | 2-29-96 | 120 | 357 | |
| Exchange Oil & Gas Co. | 5-31-95 | 120 | 359 | |
| Exchange Oil & Gas Co. | 5-31-95 | 120 | 362 | |
| JohnM. Waid | 2-29-96 | 120 | 362 | |
| Exchange Oil & Gas Co. | 5-31-95 | 120 | 365 | |
| JohnM. Waid | 2-29-96 | 120 | 365 | |
| Exchange Oil & Gas Co. | 2-6-95 | 120 | 365 | |
| Exchange Oil & Gas Co. | 2-9-95 | 120 | 368 | |
| Exchange Oil & Gas Co. | 3-14-95 | 120 | 370 | |
| Exchange Oil & Gas Co. | 3-14-95 | 120 | 372 | |
| Exchange Oil & Gas Co. | 3-14-95 | 120 | 374 | |
| Exchange Oil & Gas Co. | 3-14-95 | 120 | 377 | |
| Exchange Oil & Gas Co. | 2-14-95 | 120 | 379 | |
| Exchange Oil & Gas Co. | 5-31-95 | 120 | 381 | |
| Exchange Oil & Gas Co. | 8-29-95 | 120 | 384 | |
| Exchange Oil & Gas Co. | 2-24-95 | 120 | 384 | |
| Exchange Oil & Gas Co. | 8-29-95 | 120 | 386 | |
| Exchange Oil & Gas Co. | 8-29-95 | 120 | 388 | |
| Jerry P. Ogden | 2-1-96 | 120 | 441 | |
| JerryP. Ogden | 2-1-% | 120 | 444 | |
| Jerry P. Ogden | 2-1-96 | 120 | 447 | |
| Jerry P. Ogden | 2-1-96 | 120 | 450 |
| LESSOR | LESSEE | DATE | BOOK. | PAGE |
| Jerry P. Ogden | 2-1-96 | 120 | 453 | |
| Jerry P. Ogden | 2-1-96 | 120 | 457 | |
| Jerry P. Ogden | 2-1-96 | 120 | 461 | |
| Jerry P. Ogden | 2-1-96 | 120 | 465 | |
| Jerry P. Ogden | 2-1-96 | 120 | 469 | |
| Jerry P. Ogden | 2-1-96 | 120 | 473 | |
| Jerry P. Ogden | 2-1-96 | 120 | 477 | |
| Jerry P. Ogden | 2-1-96 | 120 | 481 | |
| Jerry P. Ogden | 2-1-96 | 120 | 484 | |
| Jerry P. Ogden | 2-1-96 | 120 | 487 | |
| Jerry P. Ogden | 2-1-96 | 120 | 490 | |
| Jerry P. Ogden | 2-1-96 | 120 | 493 | |
| Jerry P. Ogden | 2-1-96 | 120 | 496 | |
| Jerry P. Ogden | 2-1-96 | 120 | 558 | |
| Jerry P. Ogden | 2-1-96 | 120 | 561 | |
| Jerry P. Ogden | 2-1-96 | 120 | 564 | |
| Jerry P. Ogden | 2-1-96 | 120 | 567 | |
| Jerry P. Ogden | 2-1-96 | 120 | 570 | |
| Jerry P. Ogden | 2-1-96 | 120 | 573 | |
| Jerry P. Ogden | 2-1-96 | 120 | 576 | |
| Jerry P. Ogden | 2-1-96 | 120 | 579 | |
| Jerry P. Ogden | 2-1-96 | 120 | 582 | |
| Jerry P. Ogden | 2-1-96 | 120 | 585 | |
| Jerry P. Ogden | 2-1-96 | 120 | 589 | |
| Jerry P. Ogden | 2-1-96 | 120 | 606 | |
| Jerry P. Ogden | 2-1-96 | 120 | 610 | |
| Jerry P. Ogden | 2-20-96 | 121 | 74 | |
| Jerry P. Ogden | 2-1-96 | l21 | 76 | |
| Jerry P. Ogden | 2-20-96 | 121 | 89-B | |
| Jerry P. Ogden | 2-1-96 | 121 | 89-D | |
| JohnM. Waid | 2-29-96 | 121 | 248 | |
| Exchange Oil & Gas Co. | 2-24-95 | 121 | 267 | |
| Exchange Oil & Gas Co. | 2-24-95 | l21 | 268 | |
| Exchange Oil & Gas Co. | 2-24-95 | 121 | 270 | |
| Exchange Oil & Gas Co. | 2-24-95 | 121 | 272 | |
| Exchange Oil & Gas Co. | 3-7-95 | 121 | 274 | |
| Exchange Oil & Gas Co. | 3-7-95 | 121 | 276 | |
| Exchange Oil & Gas Co. | 3-7-95 | 121 | 280 |
| LESSOR | LESSEE | DATE | BOOK | PAGE |
| Exchange Oil & Gas Co. | 6-15-95 | 121 | 282 | |
| Exchange Oil & Gas Co. | 6-15-95 | 121 | 284 | |
| Exchange Oil & Gas Co. | 6-15-95 | 121 | 286 | |
| Exchange Oil & Gas Co. | 3-7-95 | 121 | 288 | |
| Exchange Oil & Gas Co. | 2-14-95 | 121 | 290 | |
| JohnM. Waid | 2-29-96 | 121 | 294 | |
| JohnM. Waid | 2-29-96 | 121 | 296 | |
| JohnM. Waid | 2-29-96 | 121 | 298 | |
| Jerry P. Ogden | 2-1-96 | 122 | 54 | |
| Jerry P. Ogden | 8-15-96 | 122 | 57 | |
| Exchange Oil & Gas Co. | 3-7-95 | 122 | 278 | |
| Exchange Oil & Gas Co. | 11-20-96 | 122 | 444 | |
| Exchange Oil & Gas Co. | 11-20-96 | 122 | 444 | |
| Exchange Oil & Gas Co. | 11-20-96 | 122 | 444 | |
| Exchange Oil & Gas Co. | 11-20-96 | 122 | 444 | |
| JohnM. Waid | 11-26-96 | 122 | 480 | |
| JohnM. Waid | 11-28-96 | 122 | 483 | |
| JohnM. Waid | 11-26-96 | 122 | 486 | |
| JohnM. Waid | 11-26-96 | 122 | 490 | |
| JohnM. Waid | 11-26-96 | 122 | 494 | |
| JohnM. Waid | 11-26-96 | 122 | 497 |
Oil, Gas and Mineral Leases recorded in office of Chancery Clerk of Amite Co., Mississippi:
| LESSOR | LESSEE | DATE | BOOK | PAGE |
| JohnM. Waid | 7-30-96 | 157 | 165 | |
| Exchange Oil & Gas Co. | 3-8-95 | 157 | 236 | |
| Exchange Oil & Gas Co. | 6-23-95 | 157 | 238 | |
| Exchange Oil & Gas Co. | 6-23-95 | 157 | 240 | |
| Exchange Oil & Gas Co. | 6-23-95 | 157 | 242 | |
| Exchange Oil & Gas Co. | 6-23-95 | 157 | 244 | |
| Exchange Oil & Gas Co. | 6-23-95 | 157 | 246 | |
| Exchange Oil & Gas Co. | 6-23-95 | 157 | 248 | |
| Exchange Oil & Gas Co. | 6-23-95 | 157 | 250 | |
| Exchange Oil & Gas Co. | 6-13-95 | 157 | 252 | |
| Exchange Oil & Gas Co. | 6-13-95 | 157 | 254 |
| Exchange Oil & Gas Co. | 5-18-95 | 157 | 256 | |
| Exchange Oil & Gas Co. | 7-15-95 | 157 | 261 | |
| Exchange Oil & Gas Co. | 5-31-95 | 157 | 266 | |
| Exchange Oil & Gas Co. | 7-9-95 | 157 | 269 | |
| Exchange Oil & Gas Co. | 5-31-94 | 157 | 272 | |
| Exchange Oil & Gas Co. | 2-6-95 | 157 | 275 | |
| Exchange Oil & Gas Co. | 2-9-95 | 157 | 278 | |
| Exchange Oil & Gas Co. | 7-15-95 | 157 | 281 | |
| Exchange Oil & Gas Co. | 7-15-95 | 157 | 286 | |
| Exchange Oil & Gas Co. | 7-15-95 | 157 | 291 | |
| Exchange Oil & Gas Co. | 7-15-95 | 157 | 296 | |
| Exchange Oil & Gas Co. | 7-15-95 | 157 | 301 | |
| Exchange Oil & Gas Co. | 7-15-95 | 157 | 306 | |
| Exchange Oil & Gas Co. | 3-7-95 | 157 | 348 | |
| Exchange Oil & Gas Co. | 3-7-95 | 157 | 350 | |
| Exchange Oil & Gas Co. | 3-7-95 | 157 | 352 | |
| Exchange Oil & Gas Co. | 3-7-95 | 157 | 354 | |
| Exchange Oil & Gas Co. | 2-24-95 | 157 | 356 | |
| Exchange Oil & Gas Co. | 2-24-95 | 157 | 358 | |
| Exchange Oil & Gas Co. | 2-24-95 | 157 | 360 | |
| Exchange Oil & Gas Co. | 2-24-95 | 157 | 362 | |
| Exchange Oil & Gas Co. | 3-7-95 | 157 | 364 | |
| Exchange Oil & Gas Co. | 6-15-95 | 157 | 366 | |
| Exchange Oil & Gas Co. | 6-15-95 | 157 | 368 | |
| Exchange Oil & Gas Co. | 6-15-95 | 157 | 370 | |
| Exchange Oil & Gas Co. | 5-31-95 | 157 | 579 | |
| Exchange Oil & Gas Co. | 5-31-95 | 157 | 582 | |
| Exchange Oil & Gas Co. | 6-23-95 | 157 | 585 | |
| Exchange Oil & Gas Co. | 2-6-95 | 157 | 585 | |
| Exchange Oil & Gas Co. | 2-6-95 | 157 | 587 | |
| JohnM. Waid | 2-29-96 | 159 | 131 | |
| JohnM. Waid | 2-29-96 | 159 | 133 | |
| Exchange Oil & Gas Co. | 2-24-96 | 159 | 135 | |
| Exchange Oil & Gas Co. | 3-7-95 | 159 | 137 | |
| Exchange Oil & Gas Co. | 7-9-95 | 159 | 139 | |
| Exchange Oil & Gas Co. | 2-14-95 | 159 | 142 |
| JohnM. Waid | 2-29-96 | 159 | 145 | |
| JohnM. Waid | 2-29-96 | 159 | 147 | |
| JohnM. Waid | 2-29-96 | 159 | 150 | |
| JohnM. Waid | 2-29-96 | 159 | 153 | |
| JohnM. Waid | 7-30-96 | 159 | 165 | |
| Exchange Oil & Gas Co. | 7-9-95 | 159 | 269 | |
| JohnM. Waid | 6-20-95 | n/a | n/a | |
| JohnM. Waid | n/a | n/a | n/a |
IT IS THE INTENTION OF SELLER TO INCLUDE IN THIS EXHIBIT C ANY AND ALL LEASES, EASEMENTS AND OTHER AGREEMENTS PERTAINING TO THE CURRENT PRORATION UNITS FOR THE WELLS DESCRIBED IN EXHIBIT A WHETHER OR NOT CORRECTLY DESCRIBED ABOVE IN THIS EXHIBIT C.
Exhibit 23.2
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
Lázaro Resources, LLC hereby consents to the use of use its name, the references to its reserve report and fair market valuation, and the corresponding report letter dated July 9, 2024, in the Form 8-K and/or Form 8-K/A dated May 1, 2024, of CoJax Oil and Gas Corporation.
Lázaro Resources, LLC
/s/ John E. Young
John E. Young, P.E.
Principal
The Woodlands, Texas
August 12, 2024
EXHIBIT 99.1
STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES
OF THE OIL AND NATURAL GAS PROPERTIES
OF BARRISTER ENERGY, LLC (A WHOLLY-OWNED SUBSIDIARY OF COJAX OIL AND GAS CORPORATION)
PURCHASED ON MAY 31, 2024, FROM LIBERTY OPERATING LLC
1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
CoJax Oil and Gas Corporation
Opinion on the Financial Statements
We have audited the accompanying Statement of Revenues and Direct Operating Expenses of various mineral and oil and gas interests in and to certain properties (collectively, the “Properties”) located in Mississippi (the “Assignment”) to Barrister Energy LLC, a wholly-owned subsidiary of the of CoJax Oil and Gas Corporation (the “Company”) which comprise the revenues and direct operating expenses of certain oil and gas properties as defined in Note 1 (the “Properties”) for the year ended December 31, 2023, and the related notes (the “financial statements"). In our opinion, the financial statements present fairly, in all material respects, the revenues and direct operating expenses of the Company for the year ended December 31, 2023, as described Note 1 to the financial statements, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and the significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe our audit provides a reasonable basis for our opinion.
Emphasis of Matter
We draw attention to Note 1 of the financial statements, which describes that the accompanying financial statements were prepared for the purpose of complying with the rules and regulations of the United States Security Exchange Commission for inclusion in CoJax Oil and Gas Corporation’s Form 8-K/A and are not intended to be a complete presentation of the Properties. Our opinion is not modified with respect to this matter.
/s/ M&K CPAS, PLLC
M&K CPAS, PLLC
PCAOB ID: 2738
We have served as the Company’s auditor since 2024
The Woodlands, TX
August 19, 2024
2
STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES
OF THE OIL AND NATURAL GAS PROPERTIES
OF BARRISTER ENERGY, LLC (A WHOLLY-OWNED SUBSIDIARY OF COJAX OIL AND GAS CORPORATION)
PURCHASED ON MAY 31, 2024, FROM LIBERTY OPERATING LLC
For the Quarter Ended March 31(1) | For the Year Ended December 31, | |||||||||||
| 2024 | 2023 | 2023 | ||||||||||
| (Unaudited) | ||||||||||||
| Revenues | $ | 30,028 | $ | 52,301 | $ | 165,022 | ||||||
| Direct operating expenses: | ||||||||||||
| Lease operating expense | (15,525 | ) | (19,794 | ) | (92,889 | ) | ||||||
| Production and other taxes | (1,715 | ) | (2,982 | ) | (9,408 | ) | ||||||
| Total direct operating expenses | (17,240 | ) | (22,776 | ) | (102,297 | ) | ||||||
| Excess of revenues over direct operating expenses | $ | (12,788 | ) | $ | 29,525 | $ | 62,724 | |||||
| (1) | 2024 lease operating statement through Mar. 31, 2024. |
The accompanying notes are an integral part of the statements of revenues and direct operating expenses.
3
STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES
OF THE OIL AND NATURAL GAS PROPERTIES
OF BARRISTER ENERGY, LLC (A WHOLLY-OWNED SUBSIDIARY OF COJAX OIL AND GAS CORPORATION)
PURCHASED ON MAY 31, 2024, FROM LIBERTY OPERATING LLC
Notes to the Financial Statements
Note 1: THE PROPERTIES
On May 31, 2024, the board of directors of CoJax Oil and Gas Corporation (the “Company”) approved and authorized, by unanimous written consent, the issuance of 1,320,755 shares of common stock, $0.01 par value per share, valued at $2.00 per share (the “Shares”), to Liberty Operating, LLC, a Mississippi limited liability company (“Liberty”), in consideration for the sale and assignment of various mineral and oil and gas interests in and to certain properties (collectively, the “Properties”) located in Mississippi (the “Assignment”) to Barrister Energy LLC, a wholly-owned subsidiary of the Company organized under the laws of Mississippi. The Assignment was completed on May 31, 2024, with an effective date of May 1, 2024, for accounting purposes.
At the request and the instructions of Liberty, the Company issued the Shares to all members of Liberty, on the pro rata basis of their ownership interest in Liberty.
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.
As reported in a Current Report on Form 8-K/A filed on August 19, 2024, the closing of this transaction was completed on May 31, 2024, for an aggregate adjusted purchase price of $2.6 million, subject to customary post-closing adjustments. The effective date of this acquisition is May 1, 2024.
Note 2: BASIS OF PRESENTATION
During the period presented, the Properties were not accounted for or operated as a separate division by the seller of the Properties. Certain costs, such as depreciation, depletion and amortization, interest, accretion, general and administrative expenses, and corporate income taxes were not allocated to the individual properties. Accordingly, separate financial statements prepared in accordance with accounting principles generally accepted in the United States do not exist and are not practicable to obtain in these circumstances.
Revenues and direct operating expenses included in the accompanying financial statements represent Liberty’s net working interest in the properties acquired for the year ended December 31, 2023 and the three months ended June 30, 2024 and 2023, respectively, and are presented on the production month basis of accounting. The revenues and direct operating expenses presented herein relate only to the interests in the producing oil and natural gas properties acquired and do not represent all the oil and natural gas operations of the seller of the Properties, the other owners, or other third party working interest owners. Depreciation, depletion and amortization, interest, accretion, general and administrative expenses and corporate income taxes have been excluded. The financial statements presented are not indicative of the results of operations of the properties described above going forward due to changes in the business, including operating plans, including new commodity derivative contracts.
4
The statements of revenues and direct operating expenses of the acquired Properties for the three months ended March 31, 2024 and 2023 are unaudited. In the opinion of the Company’s management, such statements include the adjustments and accruals which are necessary for a fair presentation of results for the Properties.
Note 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates:
The financial statements are derived from the historical operating statements of Liberty Operating LLC, duly adjusted for compliance with accounting principles generally accepted in the United States (“U.S. GAAP”), which requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could be different from those estimates.
Revenue Recognition:
Revenue is recognized when control of the product is transferred to the customer, the performance obligations under the terms of the contracts with customers are satisfied and collectability is reasonably assured. All the Company’s crude oil sales are made under contracts with customers. The performance obligations for the Company’s contracts are satisfied at a point in time through the delivery of crude oil to its customers. Revenue from the production of crude oil in which the Company has an interest with other producers is recognized based on the Company’s working interest. Revenue is recognized net of royalties.
Direct Operating Expenses:
Direct operating expenses are recognized when incurred and consist of the direct expenses of operating the assets. Direct operating expenses include production expenses, production taxes, and other direct expenses. Further, production expenses include lease operating expenses and other direct expenses include transportation expenses, operator’s general and administrative expenses, overheads charges and other expenses. Lease operating expenses include well repair expenses, wastewater disposal costs, facility maintenance expenses, and other field-related expenses. Lease operating expenses also include expenses directly associated with support personnel, support services, equipment and facilities directly related to oil, natural gas, and GL production activities. Other expenses include expenses incurred in connection with insurance, lease renewals, exploration costs, and expenses in connection with abandoned wells.
Note 4: COMMITMENTS AND CONTINGENCIES
Pursuant to the terms of the Purchase and Sale Agreement between the Company and the seller of the Properties, any obligations relating to claims, litigation or disputes pending as of the effective date (May 1, 2024) or any matters arising in connection with ownership of the Properties prior to the effective date are retained by the seller of the Properties. Notwithstanding this indemnification, the Company is not aware of any legal, environmental or other contingencies that would have a material effect on the statements of revenues and direct operating expenses.
5
Note 5: SUBSEQUENT EVENTS
The Company has evaluated subsequent events through August 19, 2024, the date the statements of revenues and direct operating expenses were available to be issued and has concluded that no events need to be reported in relation to this period.
| 6 |
STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES
OF THE OIL AND NATURAL GAS PROPERTIES
OF BARRISTER ENERGY, LLC (A WHOLLY-OWNED SUBSIDIARY OF COJAX OIL AND GAS CORPORATION)
PURCHASED ON MAY 31, 2024, FROM LIBERTY OPERATING LLC
SUPPLEMENTAL OIL AND NATURAL GAS RESERVE INFORMATION
(UNAUDITED)
OIL AND NATURAL GAS RESERVE INFORMATION
Proved and Probable oil and natural gas reserve quantities are based on internal estimates prepared by Barrister from analyzing information provided by the seller of the Properties and publicly available data, in accordance with guidelines established by the Securities and Exchange Commission.
Prior year reserve studies were not made for the Properties, as such. Barrister engaged a third-party independent reserve engineer to prepare a reserve study for the period of the Assignment and estimated reserves as outlined in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves, as promulgated by The Society of Petroleum Engineers. There are numerous uncertainties inherent in estimating quantities of reserves and projecting future rates of production and timing of development expenditures. The following reserve data represent estimates only and should not be construed as being exact. No natural gas reserve information was used for the reserve quantities detailed below:
| Crude Oil | ||||
| (MBbls) | ||||
| Total proved reserves: | ||||
| Balance, December 31, 2022 | 92 | |||
| Production | (3 | ) | ||
| Balance, December 31, 2023 | 89 | |||
| Proved developed | 48 | |||
| Proved undeveloped | 41 | |||
| Balance, December 31, 2023 | 89 | |||
7
STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES
OF THE OIL AND NATURAL GAS
PROPERTIES
OF BARRISTER ENERGY, LLC (A WHOLLY-OWNED SUBSIDIARY OF COJAX OIL AND GAS CORPORATION)
PURCHASED ON MAY 31,
2024, FROM LIBERTY OPERATING LLC
SUPPLEMENTAL OIL AND NATURAL GAS INFORMATION
(UNAUDITED)
FUTURE NET CASH FLOWS
The standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves (Standardized Measure) is a disclosure requirement under Accounting Standards Codification 932. The Standardized Measure does not purport to be, nor should it be interpreted to present, the fair market value of the proved oil and natural gas reserves of the Properties but does present a standardized disclosure concerning possible future net cash flows that would result under the assumptions used. An estimate of fair market value would also take into account, among other things, the recovery of reserves not presently classified as proved, the value of un-proved properties, and consideration of expected future economic and operating conditions. Such is the case here with the significant estimated quantities of probable reserves contained in the same reservoir wherein Shell Oil Company initiated a very successful waterflood that was soon abandoned during a period of falling oil prices.
Future cash inflows are based on the applicable historical oil prices. Historical natural gas prices were not a factor in the below future cash flows.
For the December 31, 2023, calculation in the following table, estimated future cash inflows were computed using 2023 12-month unweighted average first-day-of-the-month prices of $79.09 barrel of oil, with no escalation in future years. Operating costs, production and ad valorem taxes and future development costs are based on current costs with no escalation in future years. The estimated future net cash flows are then discounted at a rate of 10%. No deduction has been made for general and administrative expenses, interest expense, depreciation, depletion and amortization or for federal or state income taxes. Future income tax expense has not been computed as Barrister is not a tax paying entity.
The following table sets forth unaudited information concerning future net cash flows for oil reserves associated with the Properties.
| (in thousands) | At December 31, 2023 | |||
| Future Cash Inflows | $ | 3,865 | ||
| Future Production Costs | 2,082 | |||
| Future Development Costs | 35 | |||
| Future Tax Expense | 367 | |||
| Future Net Cash Flows | 1,381 | |||
| 10% Annual Discount for Estimated Timing of Cash Flows | 858 | |||
| Standardized Measure of Discounted Future Net Cash Flows | $ | 523 | ||
8
STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES
OF THE OIL AND NATURAL GAS
PROPERTIES
OF BARRISTER ENERGY, LLC (A WHOLLY-OWNED SUBSIDIARY OF COJAX OIL AND GAS CORPORATION)
PURCHASED ON MAY 31, 2024,
FROM LIBERTY OPERATING LLC
SUPPLEMENTAL OIL AND NATURAL GAS RESERVE INFORMATION
(UNAUDITED)
The following table sets forth the principal sources of change in discounted future net cash flows associated with the Properties for the year ended December 31, 2023 (in thousands).
| Beginning of Year | $ | 529 | ||
| Sales, net of production costs | (59 | ) | ||
| Accretion of discount | 53 | |||
| End of Year | $ | 523 |
9