FOOTHILLS EXPLORATION, INC. (Form: 8-K, Received: 01/06/2017 17:19:58)

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 30, 2016

FOOTHILLS EXPLORATION, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

	333-190836	27-3439423
	(Commission File Number)	(IRS Employer Identification No.)
633 17 ^th Street, Suite 1700-A Denver, CO 80202
(Address of Principal Executive Offices)

(720) 449-7478
(Registrant's Telephone Number, Including Area Code)


(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 Queen’s 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:

•

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:

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

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:

•

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;

•

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;

•

All cash held in an attorney trust account earmarked for payments to certain vendors and other creditors;

•

$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.

•

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;

•

Additional cash payment of $675,000 payable within 10 business days following execution of the agreement;

•

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

•

A promissory note delivered at closing in the principal amount of $6,000,000 that:

has a term of 18 months from the Closing Date;

accrues no interest during its term; and

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 Greenstone’s 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 8.01 Other 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
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
99.1		Press Release issued by the registrant on January 5, 2017.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 6, 2017

FOOTHILLS EXPLORATION, INC.

/s/ B. P. Allaire
By: B. P. Allaire
Chief Executive Officer

Exhibit 10.1

PURCHASE & SALE AGREEMENT

This PURCHASE & SALE AGREEMENT (this “Agreement”) is entered into and effective as of the 30 ^th day of December, 2016 (the “Effective Date”), between Total Belief Limited (“Seller”), a British Virgin Islands limited liability company with its principal office at Room 1402, 14/F, New World Tower I, 16-18 Queen’s 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, and Foothills Exploration Operating, Inc. (“Buyer”), a corporation organized under the laws of Nevada, with its principal office at 633 17 ^th Street, Suite 1700-A, Denver, Colorado 80202 In this Agreement, Buyer, and Seller sometimes are referred to individually as a “Party” or collectively as the “Parties”.

RECITALS

WHEREAS , Seller owns the following companies: (1) Clear Elite Holdings Limited (“CEH”), a British Virgin Islands limited liability company, a direct wholly-owned subsidiary of Seller and owner of 100% of the membership interests of Golden Giants Limited, a British Virgin Islands limited liability company (“GGL”), which owns (a) 100% of the membership interests of NTE-Utah, LLC, a Delaware limited liability company (“NTE-Utah”), which owns 100% of the membership interests of Tiger Energy Operating, LLC (“TEO”), a Nevada limited liability company, which owns 100% of the membership interests of Tiger Energy Mineral Leasing, LLC (“TEML”), a Nevada limited liability company, with owned assets described and set forth on Exhibit A attached hereto and incorporated herein by reference, and (b) 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 described and set forth on Exhibit B attached hereto and incorporated herein by reference; (2) Prominent Sino Holdings Limited (“PSH”) and (3) Value Train Investments Limited (“VTI”), each a British Virgin Islands limited liability company, and each a direct wholly-owned subsidiary of Seller, 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 (without value) (the “GH Shares”), which shares are described and set forth on Exhibit C as attached hereto and incorporated herein by reference. CEH (inclusive of NTE-Utah and of TEPI), PSH and VTI are hereinafter collectively referred to as the “Target Companies” and each individually as a “Target Company”;

WHEREAS , Seller’s interests in the Target Companies constitute: 100 ordinary shares (representing 100% total equity ownership) of CEH; 100 ordinary shares (representing 100% total equity ownership) of PSH; and 100 ordinary shares (representing 100% total equity ownership) of VTI (collectively the “Membership Interests”);

WHEREAS, no other entity or person has any option or right to purchase or otherwise acquire any equity interest or ownership right in any of the Target Companies or their assets except as may be otherwise herein expressly disclosed;

WHEREAS , Seller desires to sell, transfer and convey to Buyer and Buyer desires to purchase the entirety of Seller’s Membership Interests in the Target Companies, constituting all of the ownership interest and claims that Seller has or may have in the Target Companies upon the terms and conditions herein set forth (the “Transaction”);

WHEREAS , Buyer desires to pay for the Membership Interests, and Seller desires to accept payment for the Membership Interests; and

WHEREAS, Seller and Buyer desire to make the representations, warranties and covenants contained in this Agreement in connection with the Transaction.

NOW, THEREFORE , in consideration of the premises, and of the representations, warranties and covenants contained herein, and for other good and valuable consideration the receipt and sufficiency of which hereby are acknowledged, the Parties hereto agree as follows:

SECTION TWO

CONSIDERATION

As consideration for the Membership Interests, at Closing, or before, Buyer shall pay or cause to be paid to Seller a total purchase price of Ten Million Seven Hundred Fifty Thousand and No/100s US Dollars ($10,750,000) (the “Purchase Price”) delivered as follows:

(a)

Concurrent with Closing, Buyer will, by wire transfer of promptly available funds, pay or cause to be paid to Seller a cash payment of Seventy-Five Thousand and No/100s US Dollars ($75,000) to such account or accounts as Seller designates in writing. Following execution of this Agreement, but not later than ten (10) Business Days following the Closing Date, Buyer will, by wire transfer of promptly available funds, pay or cause to be paid to Seller, a cash payment of Six Hundred Seventy-Five Thousand and No/100s US Dollars ($675,000), to such account or accounts as Seller designates in writing, For purposes of this Agreement, “Business Day” means any day other than a Saturday, Sunday, legal holiday in the State of Colorado or day on which banking institutions in the State of Colorado are authorized or obligated by law to close.

(b)

Four Million and No/100s US Dollars ($4,000,000) of the Purchase Price shall be paid to Seller not later than ten (10) business days following the Closing Date in the form of 2,083,334 shares of common stock (the “FEI Common Stock”) of Buyer’s publicly-traded parent, Foothills Exploration, Inc. (OTC.QB: FTXP) (“FEI”), the Parties jointly agreeing that the quantity of FEI Common Stock is based upon a market price per share of One and 92/100s US Dollars ($1.92).

(c)

At Closing, Buyer shall issue and deliver to Seller, a promissory note in the form attached hereto as Exhibit D in the principal amount of Six Million and No/100s US Dollars ($6,000,000) (the “Buyer Promissory Note”). The Buyer Promissory Note shall have a term of eighteen (18) months from the Closing Date, shall accrue no interest during its term and shall be due and payable upon maturity. Buyer shall acquire the Target Companies subject to their respective debt obligations (excluding any and all obligations under that certain promissory note, dated as of 28 July 2016, that is attached hereto as Exhibit E , as issued by GGL to Novastar Capital Limited, a British Virgin Islands limited liability company (“Novastar”), in the original principal amount of US$3,422,353 (the “GGL Promissory Note”)). Upon delivery of the Buyer Promissory Note to Seller, Novastar and Seller have agreed that the GGL Promissory Note shall be deemed to have been satisfied in full and wholly discharged as to GGL, with Novastar looking solely to Seller for any payment thereon. See Exhibit F attached hereto.

SECTION THREE

CLOSING

The closing of the Transaction (the “Closing”) provided for in this Agreement shall be at the offices of Husch Blackwell LLP, attorneys for Buyer, at 1700 Lincoln Street, Suite 4700, Denver, Colorado 80203, as soon as practicable after all of the Conditions Precedent set forth in Sections Six and Seven of this Agreement have been satisfied (the “Closing Date”), or at such other place and time as agreed to by the Parties. Seller’s interests in the Target Companies shall be deemed in all respects transferred, conveyed, assigned and sold to and owned by Buyer as of the Closing Date and the Parties shall execute and deliver such further instruments or documents to effect the intent and agreement of the Parties as may be appropriate.

SECTION FOUR

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer that:

(d)

Seller, at the Closing Date, shall have full and valid title to the Membership Interests to be delivered by Seller, and there will be no existing impediment to the sale and transfer of those Membership Interests. On delivery of the Membership Interests to the Buyer as contemplated under this Agreement, the Membership Interests shall be free and clear of all liens, charges, claims and encumbrances, and shall be legally issued, fully paid, and nonassessable shares or membership interests of the Target Companies. The Membership Interests shall constitute all of the issued and outstanding Membership Interests of each of the Target Companies existing as of the Closing Date and no other entity or person shall have any option or other right to acquire any equity interest in or to the Target Companies.

(e)

Seller has the full and sole right, power, legal capacity, and authority to enter into this Agreement and to sell and to deliver to Buyer the Membership Interests and Seller has no other ownership in the Target Companies other than the Membership Interests and has no claims against the any of the Target Companies except as may be herein set forth.

(f)

Seller is a British Virgin Islands Company, duly organized and validly existing and in good standing under the laws of the jurisdiction.

(g)

The execution and delivery of this Agreement by Seller has been duly authorized by proper corporate action, and on the Closing Date Seller will have all necessary corporate power and authority to consummate the Transaction contemplated by this Agreement.

(h)

Each of the Target Companies are entities duly organized and validly existing and in good standing under the laws of their respective jurisdictions of organization or formation, as applicable, and each of the Target Companies has all of the powers necessary to engage in the business in which each is presently engaged.

(i)

Seller understands and acknowledges that with respect to the shares of Common Stock to be received from Buyer in connection with the Transaction:

(i)

Said shares of Common Stock are “restricted securities” within the meaning of the federal securities laws that have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities law and Seller is receiving the Common Stock as principal for its own account and not with a view to, or for, distributing or reselling such Common Stock or any part thereof in violation of the Securities Act or any applicable state securities laws;

(ii)

The certificate or certificates evidencing the Common Stock shall bear a legend, in block letters, identifying the shares as restricted stock substantially in the following form: The shares common stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (“securities Act”). These shares have been acquired for investment and not with a view to distribution or resale, and may not be mortgaged, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act or an opinion of counsel for the corporation that registration is not required under such act.

(iii)

The Common Stock shall be subject to a lock up period of twelve (12) months from the date of issuance, during which period the Common Stock may not be sold or, except as otherwise permitted by law, rule or regulation, transferred. The certificate or certificates evidencing the Common Stock also shall bear an appropriate legend evidencing this lock up restriction.

(iv)

The Common Stock shall be designated as voting stock, but Seller shall, and hereby does, forever and for all purposes, to the fullest extent permitted under applicable law and the corporate governance documents of FEI, grant to Buyer Seller’s proxy for all votes to which Seller would be entitled as a result of its ownership of the Common Stock and Seller unconditionally agrees to execute all such documents, whether before or after the Closing Date, to effectuate the intent of this Section.

(j)

The Target Companies have rights to all of their property and assets, including the property and assets reflected in the above-described balance sheet, except property and assets disposed of since that date in the ordinary course of business. In all instances, and except as set forth on Schedule 4(h) or as otherwise set forth in this agreement, the remaining property and assets are subject to no mortgage, pledge, lien, conditional sales agreement, lease, encumbrance, or charge that is not disclosed on the balance sheet, except minor liens of a character that in the aggregate are not substantial in amount, do not materially detract from the value of the property or assets subject thereto, or materially impair the operations of the Target Companies and there are no contingent liabilities of any of the Target Companies that would materially impair the Target Companies’ ability to execute the Transaction. Notwithstanding the foregoing, Seller expressly discloses to Buyer a certain BIA Administrative Appeal and a Ute Indian Tribe Global Settlement Agreement, each of which does or may affect title to some, all or none of the property and assets of the Target Companies, which are attached hereto as Exhibit G and Exhibit H , respectively, and incorporated by reference. Seller further expressly states and acknowledges that the acquisition by TEML of assets in connection with the Rio Capital transaction did create, or may have created, a cloud on title to those assets or other assets of Seller.

(k)

Since the date of the balance sheet, there have been no changes in the nature of the business of the Target Companies, or in their financial condition, property, or assets, other than changes in the ordinary course of business. Further, the Target Companies have not incurred any obligations or liabilities, or made any disbursements, other than those in the ordinary course of business.

(l)

The Target Companies are not a party to any employment contract with any officer or director, or to any lease, contract, or agreement not negotiated in the ordinary course of business.

(m)

The Target Companies are not a defendant, or a plaintiff against whom a counterclaim or cross-complaint has been asserted, in any litigation, pending or threatened, neither has any material claim been made or asserted against any Target Company, nor are there any proceedings involving company threatened by or pending before any federal, state, or municipal government, or any department, board, body, or agency thereof, except the following actions: (1) that certain action styled as Peak Well Service, LLC v. Tiger Energy Operating, LLC , Case No. 2:16-cv-000951-EJF, in the United States District Court, District of Utah; and (2) that certain action styled SCI Welding & Oilfield Services, Inc. v. Tiger Energy Operating, LLC, pending in the District Court of the Eighth Judicial District, In and For Duchesne County (Roosevelt, State of Utah. In addition, Seller expressly discloses to Buyer that certain Modification to Stipulated Order, in Case No. S1/TA-102, before the State of Utah Department of Natural Resources, Division of Oil, Gas & Mining, a copy of which is attached hereto as Exhibit I and incorporated by reference.

(n)

The Target Companies are not in violation of any provisions of their articles of incorporation, organization, or bylaws or any provision of law, and neither has any Target Company defaulted under any agreement or other instrument to which said Target Company is a party or by which company is bound, other than those of an immaterial or insubstantial nature.

(o)

The Target Companies are not in default in payment of any of their obligations that are not revealed in the most recent balance sheet furnished to Buyer.

(p)

The Target Companies have duly and timely filed all state, federal, and local tax returns.

(q)

No other party has any right, contingent, present, or otherwise, to acquire any of the Membership Interests.

(r)

Prior to the Closing Date, the Target Companies have not paid or declared any dividends, or made any distributions in respect of, or issue, purchase, or redeem, any of its outstanding capital stock or any securities that evidence the right to purchase, or that are convertible into, common stock.

(s)

Following the Closing, Seller shall promptly turn over to Buyer all of the books and records of the Target Companies, including, but not limited to, minute and stock books, accounting books and records, tax returns, legal files and operations materials, relating to the assets and business of the Target Companies.

SECTION FIVE

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that:

(a)

Buyer is a corporation, duly organized and validly existing and in good standing under the laws of Nevada.

(b)

The execution and delivery of this Agreement by Buyer has been duly authorized by proper corporate action, and on the Closing Date Buyer will have all necessary corporate power and authority to consummate the Transaction contemplated by this Agreement.

(c)

FEI is a corporation, duly organized and validly existing and in good standing under the laws of Delaware.

(d)

The shares of FEI Common Stock to be issued to Seller pursuant hereto have been duly authorized and, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable shares of capital stock and subject to no preemptive rights.

(e)

FEI has filed all reports, schedules, forms, statements and other documents required to be filed by it under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as FEI was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”). As of their respective filing dates, or to the extent corrected by a subsequent restatement, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, and to the knowledge of FEI none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(f)

To the knowledge of FEI , it has no liabilities, obligations, or commitments of any material nature, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise except those which have been incurred in the ordinary course of business consistent with past practice and which are not, individually or in the aggregate, material in amount.

(g)

Other than in the ordinary course of business consistent with past practice, there has not been, with respect to FEI, any event, occurrence, or development that has had, or could reasonably be expected to have, individually or in the aggregate, a material adverse effect on FEI or Buyer’s ability to consummate the Transaction.

SECTION SIX

CONDITIONS PRECEDENT TO SELLER’S OBLIGATIONS

Unless waived in writing by Seller, Seller’s obligation to perform and complete the Transaction provided for under this Agreement shall be subject to Buyer performing, on or before the Closing Date, all acts required of Buyer including delivery of the Purchase Price in the manner described in Section Two above, and shall be further subject to the material accuracy of the representations and warranties of Buyer contained in the Agreement, and to the further condition that Buyer shall deliver to Seller, on the Closing Date:

(a)

A certificate from an officer of Buyer to the effect that the representations and warranties of Buyer contained in this Agreement are true and correct in all material respects as of the Closing Date.

(b)

Buyer will have obtained at least Two Million Two Hundred Fifty Thousand and No/100s US Dollars ($2,250,000) in financing on or within ten (10) Business Days following the Closing Date.

SECTION SEVEN

CONDITIONS PRECEDENT TO BUYER’S OBLIGATIONS

Unless waived in writing by Buyer, Buyer’s obligation to perform and complete the Transaction provided for in this Agreement shall be subject to Seller performing, on or before the Closing Date, all acts required of Seller, and shall be further subject to the material accuracy and correctness of the representations and warranties of Seller contained in this Agreement, and to the further conditions that:

(a)

On or before the Closing Date, Seller shall have caused the resignation of all of the officers and directors of the Target Companies.

(b)

Seller shall deliver to Buyer, on the Closing Date, a certificate from an officer of Seller to the effect that the representations and warranties of Seller contained in this Agreement are true and correct in all material respects as of the Closing Date.

(c)

Seller shall deliver, in form and substance in a manner acceptable to Buyer and its counsel, all original instruments and certificates of ownership, and transfer documents, that will assure full and complete title and control of the Target Companies and their tangible and intangible properties, cash accounts and receivables wherever held, and business operations to Buyer.

(d)

Buyer will have obtained at least Two Million Two Hundred Fifty Thousand and No/100s US Dollars ($2,250,000) in financing on or within ten (10) Business Days following the Closing Date.

SECTION EIGHT

INDEMNITY WITH RESPECT TO TAXES

(a)

Seller shall indemnify Buyer and the Target Companies against any and all loss, liability, and expense, including attorney’s fees, resulting from or arising out of taxes levied, imposed, or assessed by any governmental authority, with respect to the income and operations of the Target Companies for all taxable periods ending prior to the Closing Date. For all taxable periods ending on or prior to the Closing Date, Seller shall be granted full power and authority to take any and all action with respect to proceedings relating to the taxes, including the right to settle, compromise, and dispose of the proceedings in the name of the Target Companies. Seller shall be entitled to the benefit of any refunds and credits for taxes for those periods.

(b)

Buyer shall indemnify Seller, against any and all loss, liability, and expense, including attorney’s fees, resulting from or arising out of taxes levied, imposed, or assessed by any governmental authority, with respect to the income of the Target Companies for all periods commencing after the Closing Date.

SECTION NINE

EXPENSES OF SALE

Whether or not the Transaction is consummated, any cost or expense incurred in connection with this Agreement and the Transaction must be paid by the Party incurring such cost or expense.

SECTION TEN

NO BROKERAGE FEES

Buyer and Seller each represent that neither has employed any broker or entered into any agreement for the payment of any fees, compensation, or expenses to any person, firm, or corporation in connection with the Transaction. Each shall indemnify the others against any such fees, compensation, or expenses that may be incurred, particularly any claim for a finder’s fee.

SECTION ELEVEN

NOTICES

Any notice, request, instruction or other document to be given hereunder by any Party to the others shall be in writing and delivered personally or sent by registered or certified mail or by overnight courier, postage prepaid, or by facsimile:

To the Seller:

Mr. Stewart Cheng / Mr. Tommy Cheng / Mr. Albert Lai

Director / Director / Financial Controller

Total Belief Limited

Room 1402, 14/F, New World Tower I,

16-18 Queen’s Road Central, Hong Kong

(Fax No.: +852 3106-3834)

To the Buyer:

Mr. B.P. Allaire

President

Foothills Exploration Operating, Inc.

633 17 ^th Street, Suite 1700-A

Denver, CO 80202

(Fax No.: +1 720-449-7479)

or to such other Persons or addresses as may be designated in writing by the party to receive such notice as provided above. Any notice, request, instruction or other document given as provided above shall be deemed given to the receiving party upon actual receipt, if delivered personally; three (3) Business Days after deposit in the mail, if sent by registered or certified mail; upon confirmation of successful transmission if sent by facsimile ( provided that if given by facsimile such notice, request, instruction or other document shall be followed up within one (1) Business Day by dispatch pursuant to one of the other methods described herein); or on the next Business Day after deposit with a nationally recognized overnight courier, if sent by a nationally recognized overnight courier.

SECTION TWELVE

BINDING EFFECT

This Agreement shall inure to the benefit of and be binding on Buyer and Seller and their respective heirs, executors, administrators, successors, and assigns. All representations and warranties shall survive the Closing of the Transaction under this Agreement.

SECTION THIRTEEN

CONFIDENTIALITY

For the purposes of this Agreement “Confidential Information” means all information relating to the disclosing Party (including without limitation, all such information concerning or relating to the disclosing Party’s assets, liabilities, businesses, customers, suppliers, product formulations, manufacturing, sources of raw materials, information on employee compensation, suppler agreements, or pricing of finished and raw materials) furnished by or on behalf of the disclosing Party or its representatives, or learned or obtained in any fashion by the other Party in connection with visits to the disclosing Party’s facilities (which information learned or obtained in connection with such visits shall be deemed disclosed by the disclosing Party), whether furnished, learned or obtained before or after the date hereof, and whether oral, written or electronic. Confidential Information shall include all information of the types described above, regardless of the manner or form in which it is furnished, learned or obtained, and includes, without limitation, all data, reports, interpretations, forecasts and records containing or otherwise reflecting any of such information, whether prepared by the disclosing Party or others, and any summaries, analyses or other documents created by the disclosing Party or others which refer to, relate to, discuss, constitute, or embody all or any portion of any of such information. The term Confidential Information shall not include, however, information that: (a) is or becomes generally available to the public other than as a result (directly or indirectly) of a disclosure or other action by the receiving Party; (b) was in the receiving Party’s possession and obtained on a non-confidential basis prior to the disclosure thereof by the disclosing Party; or (c) becomes available to the receiving Party on a non-confidential basis from a Person other than the disclosing Party who is not otherwise bound by any obligation of confidentiality with respect thereto.

Each Party agrees not to disclose, and to take reasonable actions to ensure its employees do not disclose, the Confidential Information of the other Party to any other Person; provided, however a Party may disclose Confidential Information (i) to such Party’s representatives who have agreed not to disclose the Confidential Information and then only to the extent such representatives need to know such Confidential Information in connection with its evaluation of the Transaction, (ii) to governmental authorities, but only to the extent such disclosure to the governmental authority is required by any applicable legal requirement, or (iii) to such other persons to the extent required pursuant to any applicable legal requirement.

The Parties agree to use the same degree of care when protecting the Confidential Information of the other Party that it uses with regard to its own Confidential Information, but in no event may a Party use less than a reasonable degree of care.

Notwithstanding anything to the contrary herein, each of the Parties acknowledges and agrees that the other Party, or the other Party’s affiliates, may, as required by applicable state or federal law, disclose all or any part of this Agreement, including the Exhibits hereto.

SECTION FOURTEEN

GOVERNING LAW; VENUE; ATTORNEY FEES

THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAW . Each Party hereto hereby irrevocably submits to the jurisdiction of and venue in state and federal courts in the City and County of Denver, Colorado, in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the Transaction, and hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the chosen court or that venue thereof may not be appropriate, or that this Agreement or any such document may not be enforced in or by the chosen court, and each Party hereto hereby irrevocably agrees that all claims with respect to such action, suit or proceeding shall be heard and determined solely in the chosen court. The Parties hereby consent to and grant the chosen court jurisdiction over the person of such Parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding or in such other manner as may be permitted by law shall be valid and sufficient service thereof.

SECTION FIFTEEN

INDEMNIFICATION

Subject to the provisions contained in this Section Fifteen, from and after the Closing Date, Seller shall indemnify, defend and hold Buyer, its affiliates and their respective directors, officers, shareholders, partners, members, employees, attorneys, accountants, agents, successors and permitted assigns, each in their capacity as such (collectively, the “Buyer Indemnified Parties”), harmless from and against, and pay to each relevant Buyer Indemnified Party the amount of, any and all losses incurred by such Buyer Indemnified Party based upon, attributable to or resulting from any breach of any of the representations or warranties made by Seller in this Agreement and the breach of any covenant or other agreement of Seller contained in this Agreement.

Subject to the provisions contained in this Section Fifteen from and after the Closing Date, Buyer shall indemnify, defend and hold Seller, its affiliates and its respective directors, officers, shareholders, partners, members, employees, attorneys, accountants, agents, successors and permitted assigns, each in their capacity as such (collectively, the “Seller Indemnified Parties”), harmless from and against, and pay to Seller Indemnified Party the amount of, any and all losses incurred by Seller Indemnified Party based upon, attributable to or resulting from any breach of the representations or warranties made by Purchaser in this Agreement and the breach of any covenant or other agreement of Purchaser contained in this Agreement.

Notwithstanding the foregoing, neither Party will be liable with respect to any claim involving the gross negligence, willful misconduct, or bad faith of any other Party and notwithstanding anything set forth above the amount of any indemnification hereunder shall not exceed the Purchase Price.

SECTION SIXTEEN

LEGAL ADVICE; INTERPRETATION

All Parties acknowledge and agree that they have obtained their own independent legal advice prior to the execution of this Agreement. In interpreting this Agreement, the Parties agree that the provisions of this Agreement shall be construed in an evenhanded manner and shall not be construed against either Party on this basis of which Party drafted this Agreement or section hereof. Each Party acknowledges it has had an opportunity to consult with an attorney in connection with the drafting and negotiation of this Agreement.

SECTION SEVENTEEN

ASSIGNMENT

Except in the case of an assignment between the parent and a subsidiary of the assigning Party, this Agreement is not assignable by operation of law or otherwise without the prior written consent of the other Party hereto. Any purported assignment of this Agreement not in accordance with the terms of this Section Seventeen will be void ab initio.

SECTION EIGHTEEN

ENTIRE AGREEMENT

This Agreement (including the Exhibits hereto) constitutes the entire agreement among the Parties, and supersedes all other prior agreements, understandings, representations and warranties both written and oral among the Parties, with respect to the subject matter hereof.

SECTION NINETEEN

AMENDMENT; WAIVER

Subject to applicable law, this Agreement may be amended, modified or supplemented only by means of a written instrument duly executed by each of the Parties hereto. The failure of any Party to seek redress for any violation, or to insist upon the strict performance, of any provision of this Agreement shall not prevent any Party from seeking redress for any subsequent act, or failure to act, or to insist upon the strict performance of this Agreement. No single or partial exercise by a Party of any right or remedy hereunder shall preclude other or further exercise thereof or the exercise of any other right or remedy.

SECTION TWENTY

SPECIFIC PERFORMANCE

The Parties agree that irreparable damage would occur if any provision contained in this Agreement were not performed in accordance with its terms. Each Party waives any requirement that the Party seeking specific performance post any bond in connection therewith.

SECTION TWENTY-ONE

NO THIRD-PARTY BENEFICIARIES

Except as otherwise expressly provided herein, this Agreement is not intended to, and does not, confer any rights or remedies hereunder upon any person other than the Parties who are signatories hereto.

SECTION TWENTY-TWO

SEVERABILITY

If any one or more of the provisions of this Agreement shall be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired, and the offending provision or provisions shall be reformed, and the remaining provisions interpreted, so as to give effect, to the maximum extent permissible, to the agreement of the Parties as set out herein.

SECTION TWENTY-THREE

FURTHER ASSURANCES

The Parties shall, from time to time and upon reasonable request, execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, such instruments, and take such other action, as may be necessary or advisable to carry out their respective obligations under this Agreement, and the obligations of Buyer, or Buyer’s affiliates, in connection therewith, including legal, accounting and regulatory requirements.

SECTION TWENTY-FOUR

COUNTERPARTS

This Agreement may be executed in any number of counterparts, including by electronic means, each of which when executed and delivered shall be an original, but all such counterparts shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers or agents thereunto duly authorized.

For and on behalf of

SELLER:

TOTAL BELIEF LIMITED,
a British Virgin Islands limited liability company

By:

Name:

Title:

BUYER:

FOOTHILLS EXPLORATION OPERATING, INC.,
a Nevada Corporation

By:

Name:

Title:

EXHIBIT A

TEO & TEML ASSETS

Assets Owned by TEO:

The following assets are owned by Tiger Energy Operating, LLC (“TEO”):

OIL & GAS LEASES:

County

Acreage

Section

twp

rge

Comments

NRI

Uintah

40 Acres

20E

SW ¼ NW ¼

100%

80%

Uintah

120 Acres

20E

E ½ NE ¼,
SW ¼ NE ¼

100%

80%

Uintah

40 Acres

20E

SE ¼ SE ¼

100%

80%

Uintah

80 Acres

20E

N ½ NW ¼

100%

80%

WELL DESCRIPTIONS:

Name	API	Section	twp	rge	Federal Lease #	WI	NRI
Duck Creek 7-16 GR	43-047-3051	16	9S	20E	38397	100%	80%
Duck Creek 17-16 GR	43-047-30654	16	9S	20E	38399	100%	80%
Duck Creek 8-16 GR	43-047-30628	16	9S	20E	38397	100%	80%
Duck Creek 32-17GR	43-047-30810	17	9S	20E	38400	100%	80%
Duck Creek 50-17GR	43-047-30996	17	9S	20E	38400	100%	80%
Duck Creek 51-8 GR	43-047-31038	8	9S	20E	38397	100%	80%

UNITIZED WELL DESCRIPTION:

Name		API		Section		TWP		RGE		Federal Lease #
Duck Creek 16-16				16		9S		20E

OIL AND GAS BONDS:

United States Department of the Interior Bureau of Land Management Statewide Personal Oil and Gas Bond #UTB000525 in the amount of $25,000.00;

United States Department of the Interior Bureau of Indian Affairs unnumbered Nationwide Oil and Gas Lease Bond in the amount of $150,000.00;

State of Utah Department of Natural Resources Division of Oil, Gas and Mining Surety Bond # RLB0015170 in the amount of $120,000.00

CASH IN THE BANK:

All cash balances in all company bank accounts

Assets Owned by TEML:

This is a summary of oil and gas interests owned by Tiger Energy Mineral Leasing, LLC (“TEML”):

Oil & Gas Well Interest Owned:

Blacktail Ridge Project – Bill Barrett Corporation
#5-9D-46 BTR Well, Section 9, T-4S, R-6W, Duchesne County, Utah

Blacktail Ridge Project – Bill Barrett Corporation
#7-8-46 BTR Well, Section 8, T-4S, R-6W, Duchesne County, Utah

Blacktail Ridge Project – Bill Barrett Corporation
#11-8D-46 BTR Well, Section 8, T-4S, R-6W, Duchesne County, Utah

Oil & Gas Lease Right & Options Owned:

Ladysmith Prospect:

WYW-172309 – 40% Working Interest in lands covering 1,000 acres described as:
29N-96W
Section 19: SENE, SE;
Section 20: S2N2, S2;
Section 21: SWNW, W2SW, SESW;
Section 30: NE,
Fremont County, Wyoming

WYW-173238 – 40% Working Interest in lands covering 2,060.80 acres described as:
29N-96W
Section 19: E2SW;
Section 21: SENE, SE;
Section 28: All
Section 29: All
Section 30: Lots 1-4, NENW, E2SW, SE
Fremont County, Wyoming

All Rights and interests pertaining to the Rio Capital Acquisition dated September 25, 2014:

Oil and gas leases in the Altamont-Bluebell field located in Duchesne and Uintah Counties, Utah

EXHIBIT B

TEPI ASSETS

Asset Owned by TEPI:

· All rights and interests pertaining to the Global Settlement Agreement (“GSA”) for the Uintah and Ouray Reservation between Mountain Oil & Gas, Inc. and the MOG Entities (Craig Phillips) and the Ute Indian Tribe of the Uintah and Ouray Reservation, dated December 22, 2014; this GSA is the subject of an administrative approval request made to the BIA that is expected to be received in the first quarter of 2016, and when approved, as to which no assurance can be given, additional funds will be required to complete the transactions therein describe;

· 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;

· All cash held in the IOLTA Trust Fund Account with Hall Estill law firm;

· $240,000 cash held in escrow by the law firm of Lear & Lear, LLP for State of Utah Department of Natural Resources Division of Oil, Gas and Mining (DOGM);

· All cash balances in all company bank accounts.

EXHIBIT C

GREY HAWK EXPLORATION, INC.

The Seller, through its subsidiaries, owns the following shares of Grey Hawk Exploration, Inc., a British Columbia, Canada, based company being delivered to Buyer:

Subsidiary Name		Number

Prominent Sino Holdings LTD		9,666,667 shares

Value Train Investments LTD		3,500,000 shares

EXHIBIT D

FORM OF BUYER PROMISSORY NOTE

EXHIBIT E

GGL PROMISSORY NOTE

EXHIBIT F

NOVASTAR AGREEMENT

SCHEDULE 4(h)

Mortgages, Liens and Encumbrances

None.

Exhibit 10.2

PROMISSORY NOTE

$6,000,000.00

December ____, 2016

THIS PROMISSORY NOTE (this “ Note ”) is made as of December __, 2016, by TIGER ENERGY PARTNERS INTERNATIONAL, LLC , a Nevada limited liability company (“ Borrower ”), for the benefit of NEW TIMES ENERGY CORPORATION LIMITED , a Bermuda limited liability company, its successors and assigns (“ Lender ”), in the original principal amount of Six Million and No/100ths Dollars ($6,000,000.00), as provided herein, on the from-time-to-time outstanding principal balance, payable on the date that is eighteen (18) months from the date of this Note (the “ Maturity Date ”).

1. Payments . Payments shall be made at such place as Lender may direct in lawful money of the United States of America. The full amount of this Note shall be paid by Borrower to Lender on or before the Maturity Date. Provided that the full amount of this Note is paid by Borrower to Lender on or before the Maturity Date, this Note shall not accrue interest during its term.

2. Prepayment . Borrower reserves the right to prepay all or any portion of this Note at any time and from time to time without premium or penalty of any kind. Any partial prepayment shall be applied first to interest accrued through the date of payment and then to principal.

3. Default Interest . Upon any default in payment of principal or interest hereunder, Borrower shall pay interest on the principal balance of this Note then outstanding and on the accrued but unpaid interest from the date of such default until such default shall be cured and this Note paid in full at the rate of Ten Percent (10%), compounded annually.

4. Waiver by Borrower . Borrower, for itself and for any guarantors, sureties, endorsers and/or other person or persons now or hereafter liable hereon, if any, hereby waives demand of payment, presentment for payment, protest, notice of nonpayment or dishonor and any and all other notices and demands whatsoever, and any and all delays or lack of diligence in the collection hereof, and expressly consents and agrees to any and all extensions or postponements of the time of payment hereof from time to time at or after maturity and any other indulgence and waives all notice thereof.

5. No Waiver by Lender . No delay or failure by Lender in exercising any right, power, privilege or remedy hereunder shall affect such right, power, privilege or remedy or be deemed to be a waiver of the same or any part thereof; nor shall any single or partial exercise thereof or any failure to exercise the same in any instance preclude any further or future exercise thereof, or the exercise of any other right, power, privilege or remedy, and the rights and privileges provided for hereunder are cumulative and not exclusive.

6. Security . The repayment of all amounts due under this Note is secured by the assets of Borrower, whether tangible or intangible, wherever located.

7. Assignment . Lender may sell, assign, pledge or otherwise transfer all or any portion of its interest in this Note at any time or from time to time without prior notice to or consent of and without releasing any party liable or becoming liable hereon.

8. Miscellaneous .

(a) This Note shall be governed by and construed in accordance with the laws of the State of Nevada. The terms of this Note are severable, and if any provision, or the application of any provision, shall be declared invalid or unenforceable, the remaining provisions and all other applications of such provisions shall remain in full force and effect, and shall not be impaired in any way.

(b) This Note may not be amended or modified except by a written agreement signed by Borrower and Lender.

(c) This Note and every covenant and agreement herein contained shall be jointly and severally binding upon each party or entity executing this Note as or on behalf of Borrower and its successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. Whenever used herein, the terms “Borrower” and “Lender” shall also mean, to the extent applicable, the successors and assigns of Borrower and Lender, and the term “including” shall mean “including, without limitation.”

(d) Borrower shall pay on demand all costs and expenses (including attorneys’ fees) incurred by Lender in connection with the enforcement of this Note, whether or not suit is filed by Lender.

IN WITNESS WHEREOF, the undersigned has duly caused this Note to be executed and delivered as of the date first written above.

	BORROWER :

	Tiger Energy Partners International, LLC, a Nevada limited liability company

	By: ___________________________
	Name:
	Its:

	GUARANTOR:

	Foothills Petroleum, Inc., a Nevada corporation

	By: ___________________________
	Name:
	Its:

Exhibit 10.3

NOTE TRANSFER AND ASSUMPTION AGREEMENT

This Note Transfer and Assumption Agreement (the “Agreement”) is entered into by and among Total Belief Limited (“TBL”), Novastar Capital Limited (“Novastar”), Golden Giants Limited (“GGL”) and Foothills Exploration Operating, Inc. (“FEOI”) effective as of this __ day of December, 2016. TBL, Novastar, GGL and FEOI are hereinafter sometimes collectively referred to as the “Parties.”

RECITALS

GGL is wholly owned subsidiary of TBL.

Novastar and GGL entered into that certain Sale and Purchase Agreement dated July 28, 2016 (“PSA”), by which Novastar sold certain limited liability companies to GGL (the “GGL Acquisition”) including 100% of NTE-Utah, LLC.

In connection with the GGL Acquisition, GGL issued a promissory note to Novastar, dated July 28, 2016, in the amount of USD$3,422,353 (the “GGL Note”).

TBL, as seller, is entering into a Purchase and Sale Agreement, as seller, with FEOI as buyer dated as of December 30, 2016 (the “TBL SPA”)

The TBL SPA inter alia contemplates that FEOI will acquire GGL from TBL and that the GGL Note will be assigned, satisfied, and wholly discharged as to GGL with Novastar looking solely to TBL for any payment or any other satisfaction thereon.

The TBL SPA requires that the GGL Note be removed as an obligation of GGL upon delivery by FEOI of a $6 million promissory note to TBL as part of the purchase consideration under the TBL SPA (the “Buyer Note”) and that thereupon, as to GGL, Novastar shall deem the GGL Note shall be fully satisfied and wholly discharged.

TBL has made separate arrangements with Novastar concerning satisfaction of the GGL Note as to which neither GGL nor FEOI is a party.

NOW THEREFORE, for good and valuable consideration the receipt and adequacy of which is hereby the parties hereby agree as follows:

The foregoing Recitals are hereby incorporated within this Agreement.

2. On delivery of the Buyer Note to TBL, the GGL Note and any and all obligations of GGL to Novastar and all claims thereunder by Novastar against GGL shall in all respects be assigned, paid and transferred to TBL and deemed wholly discharged as to GGL, with Novastar thereafter having no claims of any kind against GGL whether under the GGL Note or for any other reason. Novastar further represents and warrants that it has not assigned nor transferred any of its rights to or under the GGL Note to any third person or party.

3. The parties acknowledge that the entry into this Agreement is a material consideration and a principal inducement under the TBL SPA without which FEOI would not enter into the TBL SPA.

4. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations shall not in any way be affected or impaired thereby in such jurisdiction, and such provision or obligation shall not in any way be affected or impaired thereby in any other jurisdiction.

5. This Agreement and the other transaction documents (if any) collectively constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersede and cancel all prior agreements, negotiations, correspondence, undertakings, understandings and communications of the parties, oral or written, with respect to such subject matter.

6. Governing Law. THIS AGREEMENT WILL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA (WITHOUT REFERENCE TO CONFLICTS OF LAWS PROVISIONS), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER WILL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

7. This Agreement may be executed by the Parties hereto in separate counterparts, including counterparts sent via electronic mail or facsimile, each of which when so executed shall be deemed to be an original and both of which when taken together shall constitute one and the same agreement.

(remainder of the page intentionally left blank – signature page follows)

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers or agents thereunto duly authorized.

TOTAL BELIEF LIMITED.,

A British Virgin Islands corporation

By:______________________________________

Name:

Title:

NOVASTAR CAPITAL LIMITED,

A British Virgin Islands corporation

By:______________________________________

Name:

Title:

GOLDEN GIANTS LIMITED,

A British Virgin Islands corporation

By:______________________________________

Name:

Title:

FOOTHILLS EXPLORATION OPERATING, INC.
A Nevada corporation

By:______________________________________

Name:

Title:

Exhibit 10.4

PURCHASE & SALE AGREEMENT

This PURCHASE & SALE AGREEMENT (this “Agreement”) is entered into and effective as of the 30 ^th day of December, 2016 (the “Effective Date”), between Green Stone Capital Partners Limited (“Seller”), a Cayman Islands company, and Foothills Exploration Operating, Inc. (“Buyer”), a corporation organized under the laws of the State of Nevada, with its principal office at 633 17 ^th Street, Suite 1700-A, Denver, Colorado 80202. In this Agreement, Buyer and Seller sometimes are referred to individually as a “Party” or collectively as the “Parties”.

RECITALS

WHEREAS , Seller owns 250 units of membership interest (the “Membership Interests”) (representing twenty-five percent (25%) of the total equity interest) in Tiger Energy Partners International, LLC (“TEPI”), a Nevada limited liability company;

WHEREAS , Seller desires to sell, transfer and convey to Buyer and Buyer desires to purchase the Membership Interests upon the terms and conditions herein set forth (the “Transaction”);

WHEREAS , Buyer desires to pay for the Membership Interests, and Seller desires to accept payment for the Membership Interests; and

WHEREAS, in connection with the Transaction, Seller and Buyer desire to make the representations, warranties and covenants contained in this Agreement.

NOW, THEREFORE , in consideration of the premises, and of the representations, warranties and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Parties hereto agree as follows:

SECTION TWO

CONSIDERATION.

As consideration for the Membership Interests, Buyer shall assume Seller’s pro rata share of TEPI’s debt, including those liabilities and other accounts payable identified on TEPI’s balance sheet as of the Closing Date.

SECTION THREE

CLOSING

SECTION FOUR

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer that:

(a)

Seller, at the Closing Date, shall have full and valid title to the Membership Interests to be delivered by Seller, and there will be no existing impediment to the sale and transfer of those Membership Interests to Buyer. On delivery to Buyer of the Membership Interests to be delivered under this Agreement, the Membership Interests shall be free and clear of all liens, charges, and encumbrances, and shall be legally issued, fully paid, and nonassessable. The Membership Interests delivered under this Agreement will constitute all of the issued and outstanding Membership Interests owned by Seller as of the Closing Date.

(b)

Seller has the full right, power, legal capacity, and authority to enter into this Agreement and to sell and to deliver to Buyer the Membership Interests to be sold and delivered under this Agreement.

(c)

Seller is duly organized and validly existing and in good standing under the laws of is nation of incorporation and has all of the corporate powers necessary to engage in the business in which it presently is engaged.

(d)

Seller has title to all of its property and assets, except property and assets disposed of since that date in the ordinary course of business. Except as otherwise provided herein, Seller’s in the Membership Interests are subject to no mortgage, pledge, lien, conditional sales agreement, lease, encumbrance, or charge. Notwithstanding the foregoing, Seller expressly discloses to Buyer a certain BIA Administrative Appeal and a Ute Indian Tribe Global Settlement Agreement, which are attached hereto as Exhibit A and Exhibit B , respectively, and incorporated by reference.

(e)

Seller is not a defendant, or a plaintiff against whom a counterclaim or cross-complaint has been asserted, in any litigation, pending or threatened, neither has any material claim been made or asserted against Seller, nor are there any proceedings involving Seller threatened by or pending before any federal, state, or municipal government, or any department, board, body, or agency thereof that could any material way affect Seller’s right, title or interest in or to, of the value of, the Membership Interests; provided, however that Seller expressly discloses the following actions where TEPI has been named as a defendant: (1) that certain action brought by Peak Well Service and (2) that certain action brought by SCI Welding. In addition, Seller expressly discloses to Buyer that certain State of Utah Stipulated Order, a copy of which is attached hereto as Exhibit C and incorporated by reference.

(f)

Seller is not in violation of any provisions of its articles of organization or bylaws or any provision of law, and Seller has not defaulted under any agreement or other instrument to which said Seller is a party or by which Seller is bound, other than those of an immaterial or insubstantial nature.

(g)

Seller is not in default in payment of any of its obligations, except as provided herein.

SECTION FIVE

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that:

(a)

Buyer is a corporation, duly organized and validly existing and in good standing under the laws of Nevada.

(b)

Buyer will have at the Closing Date funds sufficient to consummate the Transaction contemplated by this Agreement.

(c)

SECTION SIX

CONDITIONS PRECEDENT TO SELLER’S OBLIGATIONS

Seller’s obligation to perform and complete the Transaction provided for under this Agreement shall be subject to Buyer performing, on or before the Closing Date, all acts required of Buyer, and shall be further subject to the material accuracy of the representations and warranties of Buyer contained in the Agreement.

SECTION SEVEN

CONDITIONS PRECEDENT TO BUYER’S OBLIGATIONS

Buyer’s obligation to perform and complete the Transaction provided for in this Agreement shall be subject to Seller performing, on or before the Closing Date, all acts required of Seller, and shall be further subject to the material accuracy and correctness of the representations and warranties of Seller contained in this Agreement, and to the further condition that Seller shall deliver to Buyer, on the Closing Date, a certificate of Seller to the effect that the representations and warranties of Seller contained in this Agreement are substantially true as of the Closing Date.

SECTION EIGHT

INDEMNITY WITH RESPECT TO TAXES

(d)

Seller shall indemnify Buyer against any and all loss, liability, and expense, including attorney’s fees, resulting from or arising out of taxes levied, imposed, or assessed by any governmental authority, with respect to the income and operations of company for all periods prior to the Closing Date. Prior to the Closing Date, Seller shall be granted full power and authority to take any and all action with respect to proceedings relating to the taxes, including the right to settle, compromise, and dispose of the proceedings in the name of the Target Companies. Seller shall be entitled to the benefit of any refunds and credits for taxes for those periods.

(e)

SECTION NINE

EXPENSES OF SALE

Whether or not the Transaction is consummated, any cost or expense incurred in connection with this Agreement and the Transaction shall be borne solely by the Party incurring such cost or expense.

SECTION TEN

NO BROKERAGE FEES

Buyer and Seller each represent that neither has employed any broker or entered into any agreement for the payment of any fees, compensation, or expenses to any person, firm, or corporation in connection with this Transaction. Each shall indemnify the others against any such fees, compensation, or expenses that may be incurred, particularly any claim for a finder’s fee.

SECTION ELEVEN

NOTICES

To Seller:

Mr. Mark Schipperheijn

The Grand Pavilion commercial Center

Hibiscus Way, 802 West Bay Road

Grand Cayman

KY1-1203

Cayman Islands, B.W.I.

(Fax No.: +852 3106-3834)

To Buyer:

Mr. B.P. Allaire

President

Foothills Exploration Operating, Inc.

633 17 ^th Street, Suite 1700-A

Denver, CO 80202

(Fax No.: +1 720-449-7479)

SECTION TWELVE

BINDING EFFECT

SECTION THIRTEEN

CONFIDENTIALITY

(A)

(B)

Notwithstanding anything to the contrary in the foregoing, Buyer, or any of Buyer’s affiliates, may disclose all or any part of this Agreement, including the Exhibits hereto, as is required by, or is advisable in connection with any filing with, any state or federal regulatory agency by Buyer or any of Buyer’s affiliates.

(C)

SECTION FOURTEEN

GOVERNING LAW; VENUE; ATTORNEY FEES

THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAW . Each Party hereto hereby irrevocably submits to the jurisdiction of and venue in state and federal courts in the City and County of Denver, in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the Transaction, and hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the chosen court or that venue thereof may not be appropriate, or that this Agreement or any such document may not be enforced in or by the chosen court, and each party hereto hereby irrevocably agrees that all claims with respect to such action, suit or proceeding shall be heard and determined solely in the chosen court. The Parties hereby consent to and grant the chosen court jurisdiction over the person of such Parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding or in such other manner as may be permitted by law shall be valid and sufficient service thereof. In any action brought to enforce the terms of this Agreement, the prevailing Party shall be entitled to recover its reasonably incurred attorney fees and costs.

SECTION FIFTEEN

INDEMNIFICATION

Subject to the provisions contained in this Section Fifteen, from and after the Closing Date, Buyer shall indemnify, defend and hold Seller, its affiliates and its respective directors, officers, shareholders, partners, members, employees, attorneys, accountants, agents, successors and permitted assigns, each in their capacity as such (collectively, the “Seller Indemnified Parties”), harmless from and against, and pay to Seller Indemnified Party the amount of, any and all losses incurred by Seller Indemnified Party based upon, attributable to or resulting from any breach of the representations or warranties made by Purchaser in this Agreement and the breach of any covenant or other agreement of Purchaser contained in this Agreement. Notwithstanding the foregoing, neither Party will be liable with respect to any claim involving the gross negligence, willful misconduct, or bad faith of any other Party.

SECTION SIXTEEN

LEGAL ADVICE; INTERPRETATION

SECTION SEVENTEEN

ASSIGNMENT

SECTION EIGHTEEN

ENTIRE AGREEMENT

SECTION NINETEEN

AMENDMENT; WAIVER

SECTION TWENTY

SPECIFIC PERFORMANCE

SECTION TWENTY-ONE

NO THIRD-PARTY BENEFICIARIES

SECTION TWENTY-TWO

SEVERABILITY

SECTION TWENTY-THREE

FURTHER ASSURANCES

SECTION TWENTY-FOUR

COUNTERPARTS

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers or agents thereunto duly authorized.

For and on behalf of

GREEN STONE CAPTIAL PARTNERS LIMITED ,

a Cayman Islands company

By: __________________________________

Name: _______________________________

Title: ________________________________

For and on behalf of

FOOTHILLS EXPLORATION OPERATING, INC. ,

a Nevada Corporation

By: __________________________________

Name: _______________________________

Title: ________________________________

EXHIBIT A

BIA ADMINISTRATIVE APPEAL

[INSERT]

EXHIBIT B

UTE INDIAN TRIBE GLOBAL SETTLEMENT AGREEMENT

[INSERT]

EXHIBIT C

State of Utah Stipulated Order

[INSERT]

Exhibit 99.1

FOR IMMEDIATE RELEASE PRESS RELEASE

Press Release Source: Foothills Exploration, Inc. (OTC.QB: FTXP)

FOOTHILLS EXPLORATION, INC. ANNOUNCES
ACQUISITION OF UINTA BASIN PROPERTIES WITH PROVED AND PROVED UNDEVELOPED RESERVES

DENVER, Colorado, January 5, 2016 / GlobeNewswire / Foothills Exploration, Inc. (OTC.QB: FTXP) (the “Company” or “FTXP”), an independent oil and gas exploration company engaged in the acquisition and development of oil and gas properties in the Rockies and Gulf Coast, announced today that it has entered into a purchase and sale agreement (the “Agreement”) with Total Belief Limited (“TBL”), a British Virgin Islands limited liability company 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 for oil and gas interests and assets located in Utah and Wyoming.

Acquisition Summary

This purchase provides the Company with an entry point into the Uinta Basin and a basis from which to seek other bolt-on acquisition opportunities in the Rockies. The transaction delivers the Company a licensed and bonded operator in Utah with bonds in place with the BLM, state and BIA.

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 in Q1 2017 to re-establish production and generate cash flows.

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.

Five shut-in wells located on fee lands in the Altamont-Bluebell Field that are undergoing title curative have the potential to achieve near term production with stimulation and the addition of surface equipment.

Furthermore, this acquisition delivers to the Company an additional 40% working interest in the Ladysmith Prospect covering 3,060 acres in the Greater Green River Basin, Wyoming, bringing the Company’s total working interest in the prospect from 35% (pre-acquisition) up to 75%.

Lastly by this agreement the Company acquired 13,166,667 shares, constituting 55.63% of the outstanding shares of Grey Hawk Exploration, Inc. (“Grey Hawk”), a British Columbia, Canada company. Grey Hawk owns a non-operated working interest in two producing wells in the southern portion of the Natural Buttes Field.

A third party independent study conducted on behalf of the Company in Q4 2016 estimates a total of 1.28 million barrels of net proved reserves for the Uinta Basin properties from the Green River and Wasatch Formations.

Total consideration for the acquisition is $10.75 million in a combination of cash, stock and promissory note consisting of:

$750,000 to be delivered within 10 business days of Closing,

2,083,334 shares of the Company’s restricted common stock valued by the parties at $4,000,000 at a deemed price per share of $1.92,

Promissory note in the principal amount of $6,000,000 due and payable in full 18 months from closing date and accruing no interest during its term, and

is subject to the Company’s obtaining at least Two Million Two Hundred Fifty Thousand and No/100s US Dollars ($2,250,000) in financing within ten (10) Business Days following the Closing Date.

“The assets acquired as part of the Agreement provide the Company with access to additional proved and proved undeveloped acreage, low-risk rework opportunities and significant upside development potential capable of delivering substantial value accretive to future earnings,” said B.P. Allaire, the Company’s CEO. “We continue to execute on our stated objective to acquire dislocated and underdeveloped oil and gas assets in the Rockies and maximize those assets to create shareholder value,” added Allaire. Although the Company has received non-binding assurances that this amount will be funded, no assurance can be given that the Company will be able to satisfy this contingency.

About the Company

FTXP, through its wholly owned subsidiary Foothills Petroleum, Inc., a Nevada corporation (“FPI”), is an early stage, independent oil and gas exploration company engaged in the acquisition and development of oil and gas properties in the Rockies and Gulf Coast. Foothills Exploration Operating, Inc. (“FEOI”), a wholly-owned subsidiary of FPI is focused on exploration and production of oil and gas wells in the Rocky Mountains. FTXP, FPI and FEOI all maintain principal executive offices in Denver, Colorado.

Forward Looking Statements

All statements, other than statements of historical facts, included in this release that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. These statements are based on certain assumptions we made based on management's experience, perception of historical trends and technical analyses, current conditions, capital plans, drilling plans, production expectations, our abilities to raise adequate additional capital to support our acquisition, development and drilling activities, anticipated future developments, and other factors believed to be appropriate and reasonable by management. When used in this release, words such as "will," “possible,” "potential," "believe," "estimate," "intend," "expect," "may," "should," "anticipate," "could," "plan," "predict," "project," "profile," "model," "strategy," "future" or their negatives or the statements that include these words or other words that convey the uncertainty of future events or outcomes, are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. In particular, statements, express or implied, concerning our future operating results and returns or our ability to acquire or develop proven or probable reserves, our ability to replace or increase reserves, increase production, or generate income or cash flows are forward-looking statements.

Forward-looking statements are not guarantees of performance. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control. While forward-looking statements are based on assumptions and analyses made by us that we believe to be reasonable under the circumstances, whether actual results and developments will meet our expectations and predictions depend on a number of risks and uncertainties which could cause our actual results, performance, and financial condition to differ materially from our expectations. As a result no assurance can be given that these assumptions are accurate or that any of these expectations will be achieved (in full or at all) or will prove to have been correct. We are currently a pre-revenue company and our securities are subject to considerable risk. Investors are cautioned to review FTXP’s filings with the Securities and Exchange Commission for a discussion of risk and other factors that affect our business. Any forward-looking statement made by us in this news release speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future development or otherwise, except as may be required by law.

Investor and Media Contact:

Foothills Exploration, Inc.

B.P. Allaire

Chief Executive Officer

ir@foothillspetro.com

(720) 449-7478

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