4 Mar 2022securities registration● Neutral
FOOTHILLS EXPLORATION, INC. amended a filing by which it filed a Regulation A offering statement.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
12 Jan 2022securities registration● Neutral
FOOTHILLS EXPLORATION, INC. amended a filing by which it filed a Regulation A offering statement.
3 Dec 2021securities registration● Neutral
FOOTHILLS EXPLORATION, INC. filed a Regulation A offering statement.
15 July 2021securities registration● Neutral
FOOTHILLS EXPLORATION, INC. filed notice of an exempt private placement.
30 Apr 2021securities registration● Neutral
FOOTHILLS EXPLORATION, INC. filed notice of an exempt private placement.
14 Apr 2021securities registration● Neutral
FOOTHILLS EXPLORATION, INC. filed notice of an exempt private placement.
14 Dec 2020listing compliance notice▼ BadMajor
FOOTHILLS EXPLORATION, INC. deregistered its securities, ending its obligation to file reports with the SEC.
28 May 2020capital raising announcement▼ BadMajor
On May 28, 2020 the company created Series A Preferred Stock (10,000,000 shares designated, each convertible into 200 common shares) and issued all 10,000,000 shares. Beijing Gas Blue Sky Holding Limited, described as a related party, received 5,000,000 shares for $50,000 cash under an April 6, 2020 agreement. Executive Chairman Kevin Sylla received 5,000,000 shares in exchange for $100,000 of debt owed to him. The filing states these shares convert into 2,000,000,000 common shares and vote alongside common holders on an as-if-converted basis. After a change of control (as defined), the preferred holders can elect a majority of the board. For existing common shareholders this is very large potential dilution and a shift in voting power (inference from the stated terms), set against the 475M authorized common noted earlier.
15 Nov 2019late filing notice▼ Bad
FOOTHILLS EXPLORATION, INC. notified the SEC that its quarterly report would be filed late.
15 Oct 2019material agreement termination▼ BadMajor
On October 9, 2019 the company decided not to go ahead with either Montana acquisition (the 87-well deal signed May 23 and the 12-well deal signed June 26). The filing cites extra financial requirements, including additional bonding, that the Montana oil and gas regulator asked for on the shut-in wells, plus other reasons it does not disclose. This resolves both pending Montana deals as not closing, so the growth plan built around them in 2019 is dropped.
26 Sept 2019capital raising announcement▼ Bad
On September 19, 2019 the company closed a $115,000 convertible note with an unnamed lender (net $115,000), 12% interest payable in stock, due September 19, 2020. After 180 days it converts at 55% of the lowest trading price over 20 days, and unpaid principal rises 10% if not repaid at maturity. Proceeds are to retire two convertible notes and for working capital, continuing the cycle of replacing older notes with new discounted ones.
19 Aug 2019quarterly activities report▼ Bad
FOOTHILLS EXPLORATION, INC. reported a quarterly net loss of $1.3 million for the period ended 2019-06-30.
14 Aug 2019late filing notice▼ Bad
FOOTHILLS EXPLORATION, INC. notified the SEC that its quarterly report would be filed late.
26 July 2019material agreement● Neutral
The company closed two more convertible notes: $78,000 from Power Up Lending on July 22 (12%, due July 17, 2020, converts at 61% of the lowest price) and $110,000 from GS Capital on July 24 (net $100,000, 10%, due July 23, 2020, converts at 55%). It also reported paying down older debt: the first $45,500 Crown Bridge tranche was retired in full on July 12; $350,000 has been paid on the Labrys note, with one final $55,000 payment remaining under an extension; and $25,000 has been paid on the $58,300 Jefferson Street note under an extension. This largely resolves the open Labrys question of repayment past May 31, but the Labrys and Jefferson Street notes are still not fully repaid, and the company is replacing old notes with new ones.
17 July 2019capital raising announcement▼ Bad
On July 11, 2019 the company closed a $236,250 convertible note with an unnamed lender (net $236,250), 12% interest payable in stock, due July 11, 2020. After 180 days it converts at 55% of the lowest trading price over 20 days, and unpaid principal rises 10% if the note is not paid at maturity. Proceeds are to retire two existing convertible notes and for working capital, so this is partly refinancing older short-term debt and the largest recent single raise.
2 July 2019material agreement● NeutralMajor
On June 26, 2019 the company's subsidiary signed a second Montana letter agreement, for 12 shut-in wells and about 5,769 acres (four gas wells plus pipelines, gathering and compression facilities in Stillwater and Golden Valley counties), at an undisclosed price. A non-refundable deposit was paid (amount not stated), the company assumes the seller's liabilities for the assets, closing is due within 60 days of full execution, and completion is not assured. The company also said it is marketing 60 units at $50,000 each in Foothills Production II, LLC, to raise up to $3,000,000. Investors would get a net profits interest (50% for four years, then 25% for four more), plus 50,000 company shares and A- and B-warrants (50,000 each at $0.20 and $0.40) per unit. The wells are shut-in, so no production is stated. This is separate from the May 23 87-well Montana letter agreement, and it makes the FP2 vehicle a funding route for Montana, though the filing does not tie the raise to a specific deal (inference).
26 June 2019material agreement▼ Bad
On June 19, 2019 the company closed a $113,000 convertible note with an unnamed lender (no discount; net $113,000), due June 17, 2020, with 12% interest payable in stock. After 180 days it converts at 61% of the lowest trading price over the prior 20 days, and early repayment costs 125-145% of principal. Proceeds are for general corporate and working capital purposes. It continues the series of small discounted convertible notes.
10 June 2019capital raising announcement▼ Bad
On June 4-6, 2019 the company closed four more small convertible loans from unaffiliated lenders, totalling $249,825 principal and $230,750 net. The three notes whose terms appear (GW Holdings $86,625, JSJ Investments $57,000, GS Capital $60,000) are due in late May 2020, convert after 180 days at 45-55% of the lowest recent trading price, and carry 10-12% interest; GW also gets warrants for 160,000 shares at $0.50. The filing text is cut off before the fourth loan (LG Capital Funding) is described. This continues the pattern of deeply discounted notes and adds share reserves of 2.7M, 1.8M and 1.7M shares, which points to more dilution (inference).
30 May 2019material agreement● NeutralMajor
On May 23, 2019 the company's Wyoming subsidiary signed a letter agreement to buy 87 Montana wells and acreage from an unrelated seller, as foreshadowed in the May 20 filing: 29 gas wells (10 producing, 19 shut-in) in Sweet Grass and Stillwater counties and 58 oil and injection wells in Musselshell and Rosebud counties, with about $1.1 million annual gross oil revenue. Closing is due within 60 days of full execution, and is subject to Montana Board of Oil and Gas Conservation approval and financing. No price is disclosed, and the filing says closing is not assured.
20 May 2019quarterly activities report▼ Bad
FOOTHILLS EXPLORATION, INC. reported a quarterly net loss of $7.1 million for the period ended 2019-03-31.
20 May 2019capital raising announcement▼ BadMajor
The company closed a $131,250 convertible note on May 15, 2019 (net $125,000, 12% interest, due May 15, 2020), convertible after 180 days at 55% of the lowest recent trading price. To cover the required share reserve, Executive Chairman Kevin Sylla lent 1.4 million of his shares, to be returned once shareholders' April 18 approval to raise authorized common stock from 100 million to 475 million shares takes effect. The company also said it is in advanced discussions to buy Montana oil and gas assets (87 wells, about $1.1 million annual gross oil revenue, about 106 barrels/day gross), through a new vehicle, with no assurance it will close. The authorized share increase is a sign of expected further dilution (inference).
15 May 2019late filing notice▼ Bad
FOOTHILLS EXPLORATION, INC. notified the SEC that its quarterly report would be filed late.
8 May 2019material agreement▼ Bad
On May 3, 2019 the company and lender Labrys Fund extended the maturity of the $380,000 November 1, 2018 note to May 31, 2019. The remaining balance is $295,751.25, and the lender cannot convert until May 31 unless a default occurs. If the balance is not repaid by then, the principal is deemed to increase by $2,928.23 and the lender's full conversion rights return. This pushes back the original May 1 due date and leaves the note unrepaid.
5 Apr 2019securities registration● Neutral
FOOTHILLS EXPLORATION, INC. filed notice of an exempt private placement.
4 Apr 2019capital raising announcement▼ Bad
Two more small convertible financings closed March 28, 2019: a $52,250 note from Jefferson Street Capital (net $47,500, 10%, due December 19, 2019, conversion at 60% of the lowest recent price, warrants for 83,078 shares at $0.50), and a second tranche of $40,018 under the December 2018 Crown Bridge note (net $36,500, 12%, 50% discount conversion, warrants for 80,036 shares at $0.50). This continues the pattern of small deeply discounted notes and funds the previously unfunded Crown Bridge tranche.
2 Apr 2019late filing notice▼ Bad
FOOTHILLS EXPLORATION, INC. notified the SEC that its annual report would be filed late.
29 Mar 2019material agreement▲ GoodMajor
On March 28, 2019 the company closed the purchase of about 16,387 net acres of undeveloped leases in Wyoming's Wind River Basin (Fremont County) from an affiliate of American Shale Energy, for an undisclosed sum plus a reserved overriding royalty. This gives it 100% working interest and 82.5% net revenue interest. This is the second deal of 2019 after the Green River Basin gas wells. Federal leases of 16,066 net acres carry about $128,584 in delay rentals over four years, and about 320 net acres of fee leases may be lost if not renegotiated. A finder, Geopinion, gets restricted shares (the filing text reads '125,00', apparently a typo). The acreage is undeveloped, with no production stated.
14 Mar 2019capital raising announcement▼ Bad
The company closed another convertible loan, a $380,000 note dated March 6, 2019 (10% discount, $342,000 proceeds, 12% interest, due September 6, 2019), plus five-year warrants for 608,000 shares at $0.50. The lender can convert at 50% of the lowest recent trading price, and the filing itself warns shareholders could be materially diluted and a change in control could occur. Of the proceeds, $110,000 went to partially repay the November 1, 2018 note and $40,000 to the auditor; the rest is for field optimization of the recently acquired gas wells and working capital.
12 Mar 2019capital raising announcement● NeutralMajor
On March 6, 2019 the company closed the Wyoming gas acquisition flagged in the November 2018 letter of intent (agreement dated December 11, 2018): 22 natural gas wells on about 18,214 gross acres in the Greater Green River Basin, 78% held by production, for about $700,000 cash. The wells produce around 900 Mcf/d, and title transfer awaits the BLM process. It was funded by a $705,882 senior secured convertible note (proceeds $600,000, 10% interest, due September 1, 2019, convertible at $0.50) with warrants for 1,125,000 shares at $0.50 and a guarantee from Sylla. The note is secured by the acquired assets, and the lender also gets a 10% net profits interest from September 2, 2019 to September 1, 2022, with $20,000 monthly payments under a cash management agreement. This resolves the letter of intent but adds short-term debt due in about six months.
2 Jan 2019securities registration● Neutral
FOOTHILLS EXPLORATION, INC. filed notice of an exempt private placement.