$FTXP an independent oil and gas exploration company engaged in the acquisition and development of natural gas and oil properties today released an update on the Company’s compliance and financial filings status as well as balance sheet initiatives for the remainder of calendar year 2021.
The Company’s main focus is becoming OTC compliant, and creating a successful path towards building a natural gas exploration company participating in the global energy transition.
Compliance & Financial Filings:
The Company is working to become current on the OTC Pink Sheets in the coming months in compliance with Securities and Exchange Commission (SEC) Rule 15c2-12 promulgated under Section 15(c) (2) of the Securities Exchange Act of 1934, which contains disclosure and continuing disclosure requirements applicable to the Company’s securities and requiring that such disclosures be made by June 30, 2021.
Balance Sheet Initiatives:
For the remainder of 2021, Foothill’s strategy is to settle and eliminate the Company’s outstanding variable rate convertible debt to clean up its balance sheet and better position the Company for future growth.
To that end, the Company has reached settlement and mutual release agreements with both Power Up Lending Group, Ltd. (“PowerUp”) and FirstFire Global Opportunities Fund, LLC, (“Firstfire”) to retire the variable rate convertible loans issued to both lenders.
On March 19, 2021 the Company made a satisfactory payment to settle and retire two convertible notes issued to PowerUp: (a) 12% convertible note dated June 17, 2019, in the principal amount of $113,000 and (b) 12% convertible note dated July 17, 2019, in the principal amount of $78,000.
The Company also reached a settlement and mutual release agreement with Firstfire to retire its senior secured 10% convertible promissory note in the principal amount of $705,882.35, issued on March 4, 2019 and made the first of six installment payments towards that settlement agreement. The Company made the initial payment under the terms of the settlement agreement on March 19, 2021 with the final installment payment due on October 5, 2021, after which time all sums due to Firstfire pursuant to its senior secured convertible note and associated security instruments will be thereafter extinguished and terminated.
Foothills expects these note settlements and debt payments to have a significantly positive impact on the Company's balance sheet and help minimize shareholder dilution risk moving forward. The Company is also working with its other variable rate convertible lenders to reach similar settlement and release agreements enabling Foothills to further minimize future shareholder dilution risk.
“We are grateful to PowerUp and Firstfire for working with us to reach a mutual agreement that enables the Company to settle and retire a large portion of its variable rate convertible debt,” said Christopher Jarvis, the Company’s Executive Vice President of Finance. “We believe that our remaining variable rate convertible noteholders will see the importance of reaching mutually-satisfactory pathways to resolve the remaining balances of their respective notes,” continued Jarvis.
Financing
On March 19, 2021, the Company closed on a financing with Labrys Fund, L.P. for a 12% convertible promissory note in the principal amount of $535,000.00, providing the Company with a net of $452,000.00 after 10% original issue discount (OID), legal fees, and broker fees (the “Note”). The loan maturity date is March 18, 2022, and is the date on which the principal sum, the OID as well as any accrued and unpaid interest and other fees, shall be due and payable. If the Note is not repaid or refinanced, the Note is convertible into shares of the Company’s common stock at a fixed price of $0.0055 per share. The Note also has full warrant coverage with an exercise price that is 110% of the closing stock price the day prior to the Issuance Date, subject to down round protection (non-toxic) and reverse split adjustment with respect to exercise price. The warrants have a 5-year term and will allow for the purchase of 116,304,347 shares at a price of $0.0046 per share.
The Company’s main focus is becoming OTC compliant, and creating a successful path towards building a natural gas exploration company participating in the global energy transition.
Compliance & Financial Filings:
The Company is working to become current on the OTC Pink Sheets in the coming months in compliance with Securities and Exchange Commission (SEC) Rule 15c2-12 promulgated under Section 15(c) (2) of the Securities Exchange Act of 1934, which contains disclosure and continuing disclosure requirements applicable to the Company’s securities and requiring that such disclosures be made by June 30, 2021.
Balance Sheet Initiatives:
For the remainder of 2021, Foothill’s strategy is to settle and eliminate the Company’s outstanding variable rate convertible debt to clean up its balance sheet and better position the Company for future growth.
To that end, the Company has reached settlement and mutual release agreements with both Power Up Lending Group, Ltd. (“PowerUp”) and FirstFire Global Opportunities Fund, LLC, (“Firstfire”) to retire the variable rate convertible loans issued to both lenders.
On March 19, 2021 the Company made a satisfactory payment to settle and retire two convertible notes issued to PowerUp: (a) 12% convertible note dated June 17, 2019, in the principal amount of $113,000 and (b) 12% convertible note dated July 17, 2019, in the principal amount of $78,000.
The Company also reached a settlement and mutual release agreement with Firstfire to retire its senior secured 10% convertible promissory note in the principal amount of $705,882.35, issued on March 4, 2019 and made the first of six installment payments towards that settlement agreement. The Company made the initial payment under the terms of the settlement agreement on March 19, 2021 with the final installment payment due on October 5, 2021, after which time all sums due to Firstfire pursuant to its senior secured convertible note and associated security instruments will be thereafter extinguished and terminated.
Foothills expects these note settlements and debt payments to have a significantly positive impact on the Company's balance sheet and help minimize shareholder dilution risk moving forward. The Company is also working with its other variable rate convertible lenders to reach similar settlement and release agreements enabling Foothills to further minimize future shareholder dilution risk.
“We are grateful to PowerUp and Firstfire for working with us to reach a mutual agreement that enables the Company to settle and retire a large portion of its variable rate convertible debt,” said Christopher Jarvis, the Company’s Executive Vice President of Finance. “We believe that our remaining variable rate convertible noteholders will see the importance of reaching mutually-satisfactory pathways to resolve the remaining balances of their respective notes,” continued Jarvis.
Financing
On March 19, 2021, the Company closed on a financing with Labrys Fund, L.P. for a 12% convertible promissory note in the principal amount of $535,000.00, providing the Company with a net of $452,000.00 after 10% original issue discount (OID), legal fees, and broker fees (the “Note”). The loan maturity date is March 18, 2022, and is the date on which the principal sum, the OID as well as any accrued and unpaid interest and other fees, shall be due and payable. If the Note is not repaid or refinanced, the Note is convertible into shares of the Company’s common stock at a fixed price of $0.0055 per share. The Note also has full warrant coverage with an exercise price that is 110% of the closing stock price the day prior to the Issuance Date, subject to down round protection (non-toxic) and reverse split adjustment with respect to exercise price. The warrants have a 5-year term and will allow for the purchase of 116,304,347 shares at a price of $0.0046 per share.
