Private Placement Form 8 K

Item 3.02 Unregistered Sales of Equity Securities

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 $2.12 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 located in Mississippi (the "Assignment") to Barrister Energy LLC, a wholly-owned subsidiary of the Company organized under the laws of Mississippi. The Acquisition 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.