Item 3.02 Unregistered Sales of Equity Securities

On December 2, 2022, the board of directors of CoJax Oil and Gas Corporation (the "Company") approved and authorized, by unanimous written consent, the issuance of 1,500,000 shares of common stock, $0.01 par value per share, valued at $2.00 per share (the "Shares"), to Taxodium Energy, LLC, a Mississippi limited liability company ("Taxodium" or "Assignor"). At the request and the instructions of Taxodium, the Company issued the Shares to all members of Taxodium on the pro rata basis of their ownership interest in Taxodium.

The Shares were issued by the Company in consideration of the sale and assignment (the "Assignment") of the wells, facilities, and all of the Assignor's title, rights, and interest in and to certain properties located in Mississippi, collectively known as "Buckley," to Barrister Energy LLC, a wholly-owned subsidiary of the Company organized under the laws of Mississippi.

The Assignment was completed on December 2, 2022, with an effective date of October 15, 2022, for accounting purposes.

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.

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