Item 1.01 Entry into a Material Definitive Agreement
On November 29, 2019, Frontier Oilfield Services, Inc. ("Frontier") entered into
a Reorganization and Stock Purchase Agreement (the "Reorganization Agreement")
to acquire 100% of the issued and outstanding equity of TRICCAR Holdings, Inc.
("TRICCAR"). As part of the transaction, Frontier will issue 80,000,000 shares
of common stock, representing approximately 80% of the outstanding equity of
Frontier on behalf of the prior shareholders of TRICCAR and certain other
designees of TRICCAR. As a consequence, immediately subsequent to the
acquisition Frontier will have approximately 100,000,000 shares of common stock
outstanding.
In order to complete the reorganization without significant debt remaining in
the Company, on December 31, 2019, Frontier entered into the following
agreements;
1)
Effective December 31, 2019, Frontier entered into an Asset Exchange and
Purchase Agreement by and among Kenneth Owens, as purchaser, and Frontier, as
seller, where by certain assets in Wise County, Texas (the "Brunson Assets")
were exchanged for all debt and accrued interest owed to Owens ($4,600,000) and
2,701,168 shares of common stock, which were returned to the treasury to be
cancelled.
2)
Effective December 31, 2019, the Board of Directors of Frontier accepted an
offer from Mr. Newton Dorsett, an affiliate and major stockholder, whereby
Frontier agreed to exchange $6,368,384 in accounts payable, accrued interest and
certain ancillary assets for 6,368,384 common shares of Frontier.
3)
Effective December 31, 2019, the Board of Directors of Frontier accepted an
offer from Donald Lawhorne, the Chairman and Chief Executive Officer of
Frontier, to exchange
$130,000 of unpaid loans and accrued interest for 130,000 common shares of
Frontier.
4)
Effective December 31, 2019, the Board of Directors of Frontier adopted
resolutions authorizing the issuance of shares of common stock of Frontier to
certain individuals in the following amounts
Donald Lawhorne 421,303
Bernard R O'Donnell 421,303
John Stimpson 300,000
Joseph Lindquist 200,000
Daniel Walters 100,000
Item 9.01 Financial Statements and Exhibits.
Exhibits
The following Exhibits are included herein:
Exhibit No. Description
10.1 Reorganization Agreement among Frontier Oilfield Services, Inc.,
TRICCAR Holdings, Inc. and shareholders of Frontier dated as of November
29, 2019
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