FOOTHILLS EXPLORATION, INC. (OTCMKTS:FTXP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement
On December 30, 2016 Foothills Exploration, Inc., through its
indirect wholly owned subsidiary, Foothills Exploration
Operating, Inc. (the Company) entered into a purchase and sale
agreement with Total Belief Limited (TBL), a British Virgin
Islands limited liability company with its principal office at
Room 1402, 14/F, New World Tower I, 16-18 Queens Road Central,
Hong Kong and a direct wholly-owned subsidiary of New Times
Energy Corporation Limited (NTE), a Bermuda limited liability
company whose shares are listed on the Main Board of The Stock
Exchange of Hong Kong Limited. Under its agreement with TBL the
Company purchased membership interests in the companies listed
below, constituting all of the ownership interest and claims that
TBL has or may have in these companies, as defined below.
This purchase provides the Company with an entry point into the
Uinta Basin in Utah and a basis from which to seek other bolt-on
acquisition opportunities in the Rockies.The transaction delivers
to the Company a licensed and bonded operator in Utah with bonds
in place with the Bureau of Land Management, the state of Utah
and the Bureau of Indian Affairs. Through the acquisition, the
Company has also obtained six shut-in wells in the Natural Buttes
Field, Utah, that it plans to workover and produce to
re-establish production and generate cash flows. Additionally,
the transaction provides the Company with the rights to an
agreement to acquire up to 6,000 acres and up to 16 shut-in oil
and gas wells with proved and proved undeveloped reserves on
Tribal lands in the Uinta Basin. These properties provide
in-field drilling potential, the ability to bring online shut-in
wells and behind pipe development.
Based on the closing of its agreement with TBL the Company
acquired:
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Clear Elite Holdings Limited (CEH), a British Virgin Islands limited liability company, which is the owner of 100% of the membership interests of Golden Giants Limited, a British Virgin Islands limited liability company (GGL), which owns: |
| o |
100% of the membership interests of NTE-Utah, LLC, a Delaware limited liability company (NTE-Utah), which in turn owns 100% of the membership interests of Tiger Energy Operating, LLC (TEO), a Nevada limited liability company, which in turn owns 100% of the membership interests of Tiger Energy Mineral Leasing, LLC (TEML), a Nevada limited liability company, with owned oil and gas leases, wells, related oil and gas bonds, and oil and gas lease rights and options, found in approximately 280 acres in Uintah County, Utah, and cash assets held by the entities; and |
| o |
750 units of membership interests (representing 75% total equity ownership) of Tiger Energy Partners International, LLC (TEPI), a Nevada limited liability company with owned assets including: |
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All rights and interests pertaining to the Global Settlement Agreement (GSA) for the Uintah and Ouray Reservation between Mountain Oil Gas, Inc. and certain entities affiliated with it and the Ute Indian Tribe of the Uintah and Ouray Reservation, dated December 22, 2014; |
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All rights and interests acquired in the Purchase and Sale Agreements between TEPI and Mountain Oil Gas, Inc. dated April 16, 2012 and December 18, 2012; |
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All cash held in an attorney trust account earmarked for payments to certain vendors and other creditors; |
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$240,000 cash held in escrow for State of Utah Department of Natural Resources Division of Oil, Gas and Mining (DOGM); and |
| Cash balances in all company bank accounts. |
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Prominent Sino Holdings Limited (PSH) and Value Train Investments Limited (VTI), each a British Virgin Islands limited liability company, and each a direct wholly-owned subsidiary of TBL, and that together own 55.63% of the shares of Grey Hawk Exploration, Inc. (Grey Hawk), a British Columbia, Canada company, constituting ownership of 13,166,667 Grey Hawk common shares. Grey Hawk owns a non-operated working interest in two producing wells in the southern portion of the Natural Buttes Field. |
The purchase price for these assets and ownership interests was
$10,750,000, payable as follows:
| A cash payment of $75,000 in connection with closing; |
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Additional cash payment of $675,000 payable within 10 business days following execution of the agreement; |
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2,083,334 shares of restricted common stock of the Company valued by the parties at $4,000,000, or at price per share of $1.92; and |
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A promissory note delivered at closing in the principal amount of $6,000,000 that: |
| o | has a term of 18 months from the Closing Date; |
| o | accrues no interest during its term; and |
| o |
requires the entire principal amount to be due and payable upon maturity. |
The Company acquired these assets of TBL and those of its
subsidiaries subject to their respective debt obligations, other
than for a promissory note, dated July 28, 2016, originally
issued by GGL to a third party, in the original principal amount
of $3,422,353. Upon delivery of the $6,000,000 note to TBL, the
third party and TBL agreed that the $3,422,353 note has been
satisfied in full and wholly discharged as to GGL.
Concurrently with the foregoing the Company also acquired the
remaining 25% ownership interests in TEPI from Green Stone
Capital Partners Limited, a Cayman Islands limited liability
company, in exchange for assumption of Greenstones proportionate
share of TEPI obligations and liabilities. Kevin Sylla, who
beneficially owns approximately 53% of Wilshire Energy Partners
LLC, a principal stockholder of the Company, has acted as a
manager of TEPI and of TEO and introduced the Company to TBL.
The foregoing is qualified in its entirety by reference to the
agreements filed as exhibits herein which are incorporated by
reference.
Item 8.01Other Items
On January 5, 2017, the Company issued a press release entitled
Foothills Exploration, Inc. Announces Acquisition of Uinta Basin
Properties with Proved and Proved Undeveloped Reserves. A copy of
the press release is attached to this Current Report on Form 8-K
as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 |
Purchase and Sale Agreement between Total Belief Limited as Seller and Foothills Exploration Operating, Inc. as Buyer |
|
| 10.2 |
Form of Promissory Note issued to Total Belief Limited by registrant |
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| 10.3 | Form of Note Transfer and Assumption Agreement | |
| 10.4 |
Purchase and Sale Agreement between Green Stone Capital Partners Limited as Seller and Foothills Exploration Operating, Inc. as Buyer |
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| 99.1 | Press Release issued by the registrant on January 5, 2017. |
About FOOTHILLS EXPLORATION, INC. (OTCMKTS:FTXP)
Foothills Exploration Inc, formerly Key Link Assets Corp., is a shell company. The Company’s business plan is to acquire small and medium grocery stores in non-urban locales that are not directly served by large national supermarket chains. The Company plans to acquire grocery stores that are approximately 15,000 to 20,000 square feet in size. The Company seeks to drive additional customer traffic to its acquired grocery stores and expand their operating margins through the introduction of new products and services to those stores that lack them, including pharmaceutical services, floral departments, gasoline and other automotive products, prepared foods, lottery service and alcoholic beverages. The Company’s stores will sell non-perishable, perishable and non-food products. The products include various categories, such as grocery, frozen and dairy; produce; meat and seafood; bakery; floral; beer, wine and spirits, and health and beauty care. FOOTHILLS EXPLORATION, INC. (OTCMKTS:FTXP) Recent Trading Information
FOOTHILLS EXPLORATION, INC. (OTCMKTS:FTXP) closed its last trading session down -0.01 at 2.12 with 4,862 shares trading hands.