EXHIBIT
10.1


 


AMERICAN
NOBLE GAS, INC.


15612
College Blvd.


Lenexa,
KS 66219


 


US
Noble Gas, LLC


402
Orofino Drive


Castle
Rock, CO 80108


 


November
9, 2021


 


RE:
Letter Agreement between American Noble Gas, Inc. (formerly Infinity Energy Resources, Inc.) and U.S. Noble Gas, LLC


 


Dear
Paul:


 


This
Letter Agreement supersedes and replaces that certain term sheet dated April 30, 2021, by and between American Noble Gas, Inc., formerly
known as, Infinity Energy Resources, Inc. (“AMFAS”) and U.S. Noble Gas, LLC. (“USNG”). AMGAS and USNG hereby
agrees as follows:


 


		1.	AMGAS
                                            shall fund 100% of the costs to test the Chase, Reagan and Cedar Hills formation for
                                            gas, helium and other noble gases including water and brine production and its mineral content
                                            under the direct supervision of USNG, Paul Mendell and the AMGAS Advisory Board.



 


		2.	US
                                            Noble Gas will provide the following resources, services and equipment to AMGAS;



 


		●	Paul
                                            Mendell - is an affiliate of USNG and as such will advise AMGAS technically with respect
                                            to noble gases and minerals. Paul will be responsible for supervising the day-to- day operations
                                            of all noble gas activities and mineral recovery activities including but not limited to
                                            the following:



 


		○	Daily
                                            report reviews, testing/review/interpretation of noble gas and rare earth elements/minerals
                                            concentrations produced on AMGAS properties, recommendations of adjustments to flow rates,
                                            PH, oxidation rates, temperature adjustments and whatever else is needed to maximize mineral
                                            recovery and noble gas recovery.



 


		○	All
                                            intellectual property developed by USNG/Paul with respect to minerals and noble gas recovery
                                            will remain his, except that AMGAS will be allowed the exclusive right to use it, free of
                                            royalty or fees, on AMGAS’s recently acquired 11, 000 acre leasehold in the Otis/Albert
                                            Field located on the Kansas Central Uplift (the “Central Kansas Properties”)
                                            and its intended acquisition of approximately 52,000 leasehold acres from Bear Petroleum,
                                            LLC and any future purchase of leasehold interests/operations that AMGAS may acquire in Rush
                                            and Barton Counties in Kansas.



 






    	 



     


    

 


		○	Additionally,
                                            USNG and all of its affiliates will assist with the Company’s marketing, distribution
                                            and any refining process necessary for its noble gas and rare earth elements/mineral including
                                            negotiating contracts with potential pipelines and other purchasers of such products.



 


		○	Paul
                                            discloses he has an economic interest in a lab in Pampa, Texas that will be doing testing
                                            and recovery experiments. AMGAS will retain all rights with respect to whether it elects
                                            to use Paul’s lab or third parties for its noble gas and rare earth elements/minerals
                                            recovery efforts. Any fees charged to the Company by Paul’s lab will be less than market
                                            rates and subject to review by the Company. Any fees greater then $1,000 in any billable
                                            month must be approved by AMGAS.



 


		●	Brian
                                            Weaver - is an affiliate of USNG and as such will provide services to AMGAS including
                                            acting as the Company’s consulting stimulation engineer and assist in all well, gathering
                                            line and frac designs as well as helping with preparing internal financial forecast for the
                                            company’s projects. Brian is a mechanical engineer and an MBA that currently consults
                                            for Liberty Frac.



 


		●	Eric
                                            Anderson - is an affiliate of USNG and as such will serve AMGAS as a land professional
                                            providing advisory services with respects to contracts, mapping, land acquisitions and other
                                            matters related to AMGAS’s acquisitions of land rights, right of ways and easement
                                            regarding minerals and noble gases.



 


		●	Mr.
                                            Mendel, Weaver and Anderson will be bound by the same non-compete as the members of AMGAS’s
                                            Board of Advisors.



 


		●	The
                                            separation equipment USNG will supply a gas extraction/separator unit to AMGAS which
                                            is a large vessel designed for flows up to 5,000 BWPD at low pressures. It is a dewatering
                                            vessel that could be used for multiple wells in the future. USNG will also supply a gas metering
                                            device which currently being installed. The equipment US Noble delivers free of charge shall
                                            belong to AMGAS along with all data and proprietary information regarding gases and minerals
                                            collected.



 


		3.	Consideration
                                            provided to USNG for the foregoing resources, services and equipment to AMGAS



 


		●	Warrants
                                            - USNG will be assigned warrants to purchase two million (2,000,000) shares of AMGAS
                                            common stock exercisable at fifty cents ($.50) per share for a term of five (5) years from
                                            the date of this letter agreement. AMGAS agrees to register the shares underlying the warrants
                                            on a piggyback basis. The warrants will be granted to the following individuals:



 


	Paul
    Mendell	 	 	832,000	 
	Brian
    Weaver	 	 	500,000	 
	Eric
    Anderson	 	 	668,000	 
	Total:	 	 	2,000,000	 




   


		●	USNG
                                            Monthly Fees - A monthly fee will be paid equal to $8,000 per month to USNG beginning
                                            at the onset of commercial helium or minerals production and sales. Such monthly fees will
                                            become due and payable for any month that AMGAS receives cash receipts in excess of $25,000
                                            derived from the sale of noble gases and/or rare earth elements/minerals. Such amounts will
                                            be paid no later than the 3rd business day following AMGAS’s collection
                                            of such cash receipts.



 






    	 



     


    

 


		4.	Board
                                            of Advisors - AMGAS agrees to invite the individuals described in the table below to
                                            join an Advisory Board for AMGAS. The role of the Advisory Board is to help attract both
                                            industry partners and financial partners for the exploration, development, production and
                                            marketing of large helium, noble gas and/or rare earth element/mineral resources, that may
                                            exist in the region where AMGAS currently operates. The industry partners would include helium,
                                            noble gas and/or rare earth element/mineral purchasers, exploration and development companies
                                            from the energy industry and financial partners may include large family offices or small
                                            institutions.



 


		●	Noncompetition
                                            and duties of the members of the Board of Advisors:



 


The
individuals on the Board of Advisors will not compete with AMGAS in Rush or Barton County Kansas. Any activities outside those counties
and located in Kansas will be offered to AMGAS on a first right of refusal basis on mutually acceptable terms. The Advisory Board will
serve the best interest of the company with respect to all AMGAS activities with respect to noble gases and rare earth elements/minerals
resources, advise regarding markets and contracts and any other related matters that the Company requires.


 


		●	BIOGRAPHIES
                                            - the Board of Advisors have provided biographies, which they agree can be used in press
                                            releases and SEC filings, which is attached hereto and made a part of this Letter Agreement.



 


		●	Board
                                            of Advisors Compensation - The Board of Advisors will receive warrants in AMGAS in the
                                            amounts described below and awarded effective as of the date of this Letter Agreement and
                                            on the same terms as those warrants described hereinabove



 


BOARD
OF ADVISORS


 


	Tom
    Harrison	 	 	500,000	 
	Paul
    Mendell	 	 	500,000	 
	Jon
    Gluyas	 	 	100,000	 
	Christopher
    Ballentine	 	 	100,000	 
	Total:	 	 	1,200,000	 



 


5. Disclosure/Public
Announcements - USNG and the Board of Advisors understand and agree to cooperative with AMGAS in making any required
filing with the Securities and Exchange Commission and public press announcements concerning this USNG letter agreement and the appointment
of the Board of Advisors in a manner and form agreed to in writing by both parties.


 


6. Waiver
- No party will be deemed to have waived the exercise of any right that it holds under this Letter unless such waiver is made
in writing. No waiver made with respect to any instance involving the exercise of any such right will be deemed to be a waiver with respect
to any other instance involving the exercise of the right or with respect to any other such right.


 


7. Time
- Time is of the essence in this Letter.


 


8. Severability
- Each provision of this Letter is intended to be severable, and if any provision is illegal, invalid, or unenforceable in any
jurisdiction, this will not affect the legality, validity or enforceability of such provision in any other jurisdiction or the validity
of the remainder of this Letter.


 


9. Governing
Law - This Letter will be interpreted and enforced in accordance with the laws of the State of Kansas and the federal laws of
the United States of America applicable therein.


 






    	 



     


    

 


This
Letter Agreement may be executed by use of electronic signature and may be executed in counterparts, each of which shall be deemed to
be an original, and all of which taken together, shall constitute one and the same agreement.


 


IN
WITNESS WEREOF, by signing below the undersigned agree and accept the terms of this Letter Agreement and have executed it as of November
9th, 2021.


 





	American
    Noble Gas, Inc. (formerly known as, Infinity Energy Resources, Inc.)	 	U.S.
    Noble Gas, LLC.
	 	 	 
	By:	/s/
                                            Stanton E. Ross
	 	By:
    	/s/
    Paul Mendell
	Name:	Stanton
    E. Ross	 	Name:	Paul
    Mendell
	Title:	CEO,
    President & Chairman	 	Title:	Managing
    Member
	Phone:	(620)
    431-8840	 	Phone:	(303)
    495-4138
	Email:	Rossy1979@aol.com	 	Email:	paulmendell@comcast.net