Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 7, 2022, the Board of Directors of CoJax Oil and Gas Corporation, a Virginia corporation (the “Company”) appointed William Allan Bradley as a member of the Company’s Board of Directors (the “Board”), effective immediately.
Mr. Bradley, 56, has over fifteen years of leadership, business consulting, financial, and management experience for publicly traded and private companies. Since June 2011, Mr. Bradley served as M&A/Business Consulting Managing Director and Chief Financial Officer at Global Advisors Inc. where he provided business consulting services, reviewed client’s financial position and managed relationships, conducted financial reviews, including the PCAOB or IFRS audit process, and provided his consulting business advice on restructuring and potential mergers and acquisitions. Since September 2018 he has served as the Chairman of the Board of Magagram Social Media Inc., a Toronto-based private company, from December 2006 to June 2011 as Chief Executive Officer of Ocean to Ocean Inc., and from January 2002 until November 2006, as Vice President of Gourmet Foods International. Mr. Bradley graduated from York University in 1998 in Finance and Economics and received his undergraduate degree with honors in 1991 in Business Finance from Sandford College.
Except as disclosed in this current report on Form 8-K, there are no arrangements or understandings between Mr. Bradley and any other person pursuant to which he was appointed as a director of the Company. There are no family relationships between Mr. Bradley and any of the Company’s other officers or directors. Further, there are no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which the Company is a participant, the amount involved exceeds $120,000, and in which Bradley had, or will have, a direct or indirect material interest.
In connection with Mr. Bradley’s appointment as a director, the Company entered into a director service agreement with Mr. Bradley (the “Service Agreement”). The Service Agreement commenced on March 7, 2022, and shall continue for an initial term of one year with an option to renew for each successive year unless the Service Agreement is terminated earlier on the date Mr. Bradley ceases to be a member of the Board for any reason, as follows: (a) at any time upon thirty (30) days prior written notice by Mr. Bradley of his resignation; (b) upon the close of any shareholder’s meeting for the election of directors, if Mr. Bradley is not re-elected to serve as a director of the Company at such meeting; (c) automatically if, at any time, Mr. Bradley becomes disqualified under the terms of the Articles of Incorporation of the Company; (d) upon a determination by a majority of the Board (not including Mr. Bradley), that he has committed a breach of any of his obligations under this Agreement.
Pursuant to the terms of the Service Agreement, as compensation for his services as a member of the Board, the Company will issue to Mr. Bradley 10,000 shares of the Company’s common stock (the “Shares”). In addition, the Service Agreement includes provisions for expense reimbursement.
