Frontier Oilfield Services, Inc. (OTCMKTS:FOSI) Files An 8-K Entry into a Material Definitive Agreement

Frontier Oilfield Services, Inc. (OTCMKTS:FOSI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement

On November 29, 2019, Frontier Oilfield Services, Inc. (“Frontier”) entered into a Reorganization and Stock Purchase Agreement (the “Reorganization Agreement”) to acquire 100% of the issued and outstanding equity of TRICCAR Holdings, Inc. (“TRICCAR”). As part of the transaction, Frontier will issue 80,000,000 shares of common stock, representing approximately 80% of the outstanding equity of Frontier on behalf of the prior shareholders of TRICCAR and certain other designees of TRICCAR. As a consequence, immediately subsequent to the acquisition Frontier will have approximately 100,000,000 shares of common stock outstanding.

In order to complete the reorganization without significant debt remaining in the Company, on December 31, 2019, Frontier entered into the following agreements;

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1)            

Effective December 31, 2019, Frontier entered into an Asset Exchange and Purchase Agreement by and among Kenneth Owens, as purchaser, and Frontier, as seller, where by certain assets in Wise County, Texas (the “Brunson Assets”) were exchanged for all debt and accrued interest owed to Owens ($4,600,000) and 2,701,168 shares of common stock, which were returned to the treasury to be cancelled.

2)            

Effective December 31, 2019, the Board of Directors of Frontier accepted an offer from Mr. Newton Dorsett, an affiliate and major stockholder, whereby Frontier agreed to exchange $6,368,384 in accounts payable, accrued interest and certain ancillary assets for 6,368,384 common shares of Frontier.

3)            

Effective December 31, 2019, the Board of Directors of Frontier accepted an offer from Donald Lawhorne, the Chairman and Chief Executive Officer of Frontier, to exchange

$130,000 of unpaid loans and accrued interest for 130,000 common shares of Frontier.

4)            

Effective December 31, 2019, the Board of Directors of Frontier adopted resolutions authorizing the issuance of shares of common stock of Frontier to certain individuals in the following amounts

Donald Lawhorne 421,303
Bernard R O’Donnell 421,303
John Stimpson 300,000
Joseph Lindquist 200,000
Daniel Walters 100,000

Item 9.01 Financial Statements and Exhibits.

Exhibits

The following Exhibits are included herein:

Exhibit No. Description
10.1 Reorganization Agreement among Frontier Oilfield Services, Inc., TRICCAR Holdings, Inc. and shareholders of Frontier dated as of November 29, 2019

FRONTIER OILFIELD SERVICES INC Exhibit
EX-10.1 2 ex10-1.htm REORGANIZATION AGREEMENT   Frontier Oilfield Services,…
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About Frontier Oilfield Services, Inc. (OTCMKTS:FOSI)

Frontier Oilfield Services, Inc. (Frontier) operates its business in the oilfield service industry and is involved in the disposal of saltwater and other oilfield fluids in Texas. The Company owns and operates approximately nine disposal wells in Texas, over six of these disposal wells are located in the Barnett Shale region in north central Texas and approximately three of these wells are located in east Texas near the Louisiana border. The Company’s disposal wells include Trull 1, Trull 2, Trull 3, CSWU, Brunson 1, Brunson 2, Barker-Hope, Riley and Shaw. The Company’s customers include national, integrated, and independent oil and gas exploration companies. Its subsidiaries include Frontier Acquisition I, Inc. and Frontier Income and Growth, LLC.

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