UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c)
of
the Securities Exchange Act of 1934
Check
the appropriate box:
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Preliminary
Information Statement
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Confidential,
for use of the Commission only (as permitted by Rule 14c-5(d)(2))
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[X]
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Definitive
Information Statement
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FOOTHILLS
EXPLORATION, INC.
(Name
of Registrant as Specified in Charter)
Payment
of Filing Fee (Check the appropriate box):
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[X]
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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1)
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Title
of each class of securities to which transaction applies:
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2)
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Aggregate
number of securities to which transaction applies:
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3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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4)
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Proposed
maximum aggregate value of transaction:
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5)
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Total
fee paid:
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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1)
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Amount
Previously Paid:
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2)
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Form,
Schedule or Registration Statement No:
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3)
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Filing
Party:
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4)
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Date
Filed:
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FOOTHILLS
EXPLORATION, INC.
2660
Townsgate Road, Suite 800, Westlake Village, CA 91361-5700
Tel:
(800) 204-5510
To
the Holders of Common Stock of Foothills Exploration, Inc.:
This
Information Statement is first being mailed on or about June 12, 2020 to the holders of record of the outstanding common stock,
$0.0001 par value per share (the “Common Stock”) of Foothills Exploration, Inc., a Delaware corporation (the
“Company”), as of the close of business on May 26, 2020 (the “Record Date”), to inform the
stockholders of actions already ratified by written consent of the majority stockholders holding 64.15% of the voting equity (the
“Majority Stockholders”). Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), the proposals will not be effective until at least 20 calendar days after the mailing of this Information Statement
to our stockholders. Therefore, this Information Statement is being sent to you for informational purposes only.
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
The
holders of a majority of our outstanding voting stock ratified by written consent the resolution of the Company’s Board
of Directors adopted on May 26, 2020, approving the increase in the number of shares of Common Stock that the Company is authorized
to issue from One Billion Nine Hundred Seventy-Five Million (1,975,000,000) to Nineteen Billion Nine Hundred Seventy-Five Million
(19,975,000,000) (the “Increase in Authorized Shares”).
The
enclosed information statement contains information pertaining to the aforementioned action acted upon.
Pursuant
to rules adopted by the Securities and Exchange Commission, you may access a copy of the information statement at https://www.foothillspetro.com.
This
is not a notice of a meeting of shareholders and no shareholders’ meeting will be held to consider the action described
herein. This Information Statement is being furnished to you solely for the purpose of informing shareholders of the action described
herein pursuant to Section 14(c) of the Exchange Act and the regulations promulgated thereunder, including Regulation 14C.
ACCORDINGLY,
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY. NO PROXY CARD HAS BEEN ENCLOSED WITH THIS INFORMATION.
This
Information Statement will serve as written notice to shareholders of the Company pursuant to Section 228 of the Delaware Code.
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By
Order of the Board of Directors
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June
12, 2020
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/s/
B. P. Allaire
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B.
P. Allaire
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Chief
Executive Officer
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THIS
INFORMATION STATEMENT IS BEING PROVIDED TO
YOU
BY THE BOARD OF DIRECTORS OF FOOTHILLS EXPLORATION, INC.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED
NOT TO SEND US A PROXY
FOOTHILLS
EXPLORATION, INC.
2660
Townsgate Rd., Suite 800
Westlake
Village, CA 91361-5700
Tel:
(800) 204-5510
INFORMATION
STATEMENT
(Preliminary)
May
29, 2020
NOTICE
OF STOCKHOLDER ACTION BY WRITTEN CONSENT
GENERAL
INFORMATION
This
Information Statement has been filed with the Securities and Exchange Commission (the “SEC”) and is being sent,
pursuant to Section 14C of the Exchange Act, to the holders of record as of May 26, 2020 (the “Record Date”)
of common stock, par value $0.0001 per share (the “Common Stock”), of Foothills Exploration, Inc., a Delaware
corporation (the “Company,” “we,” “our” or “us”),
to notify the holders of our Common Stock of the following:
The
Majority Stockholders ratified by written consent the resolution of the Company’s Board of Directors adopted on May 26,
2020, in accordance with the Delaware General Corporation Law, approving the Increase in Authorized Shares.
Accordingly,
your consent is not required and is not being solicited.
We
will commence mailing the notice to the holders of Common Stock and preferred stock on or about June 12, 2020.
PLEASE
NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU
OF CERTAIN ACTIONS TAKEN BY THE MAJORITY STOCKHOLDERS.
The
entire cost of furnishing this Information Statement will be borne by the Company. We will request brokerage houses, nominees,
custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the Common Stock
held of record by them.
The
following table sets forth the names of the Majority Stockholders, the number of shares of Common Stock held by the Majority Stockholders,
the total number of votes that the Majority Stockholders voted in favor of the action described herein and the percentage of the
issued and outstanding voting equity of the Company that voted in favor thereof.
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Name of Majority Stockholder
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Number of Shares of Series A Preferred Stock held
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Number of Votes held by Majority Stockholder
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Number of Votes that Voted in favor of the Actions
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Percentage of the Voting Equity that Voted in favor of the Actions
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Beijing Gas Blue Sky Holdings
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5,000,000
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1,000,000,000
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1,000,000,000
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32.073
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%
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Kevin J. Sylla
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5,000,000
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1,000,000,000
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1,000,000,000
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32.073
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%
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TOTAL
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10,000,000
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2,000,000,000
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2,000,000,000
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64.15
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%
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This
Information Statement contains a brief summary of the material aspects of the action approved by the Majority Stockholders. As
of May 26, 2020, the Company had a total of 1,117,888,772 shares of common stock issued and outstanding and 10,000,000 shares
of Series A Preferred Stock issued and outstanding, with each share of Series A Preferred Stock having the voting power equal
to 200 shares of Common Stock. Total voting rights held by all Series A Preferred Stockholders as a Class, as of May 26, 2020,
is 2,000,000,000 votes.
THE
INCREASE IN AUTHORIZED SHARES
The
Increase in Authorized Shares will become effective on the date that is twenty (20) calendar days after the mailing of this Information
Statement.
We
currently expect that such effective date will be on or about June 30, 2020.
The
Majority Stockholders ratified the resolution of the Board of Directors of the Company adopted on May 26, 2020, approving the
amendment to the Certificate of Incorporation of the Company increasing the Company’s shares of authorized Common Stock
from One Billion Nine Hundred Seventy-Five Million (1,975,000,000) to Nineteen Billion Nine Hundred Seventy-Five Million (19,975,000,000).
The
Majority Stockholders believe that it is advisable and in the best interests of the Company and its shareholders to effect the
Increase in Authorized Shares in order to provide additional shares that could be issued for raising of additional equity capital
or other financing activities, stock dividends or the exercise of stock options and warrants and to provide additional shares
that could be issued in an acquisition or other form of business combination and to better position the Company for future trading
should a transaction be entered into and completed. The future issuance of additional shares of Common Stock on other than a pro
rata basis to existing stockholders will dilute the ownership of the current stockholders, as well as their proportionate voting
rights. The Company is also under contractual obligation, pursuant to convertible note agreements with several lenders, to reserve
for issuance a greater number of shares than are currently authorized and available.
THERE
CAN BE NO ASSURANCE THAT A SUITABLE BUSINESS OPPORTUNITY WILL BE EFFECTED FOLLOWING THE COMPLETION OF THE INCREASE IN AUTHORIZED
SHARES OF COMMON STOCK.
Attached
as Exhibit A and incorporated herein by reference is the text of the Certificate of Amendment to Certificate
of Incorporation (the “Amended Certificate”) as approved by the Majority Stockholders. The Increase in Authorized
Shares will be effected by filing the Amended Certificate with the Secretary of State of Delaware, which is expected to occur
approximately twenty (20) days after the mailing of this Information Statement. The Increase in Authorized Shares will become
effective upon such filing.
Effects
of Amendment.
The
following table summarizes the principal effects of the Increase in the Authorized Shares:
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Pre-Increase
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Post-Increase
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Common Shares
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Issued and Outstanding
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1,117,888,772
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1,117,888,772
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Authorized
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1,975,000,000
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19,975,000,000
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Potential
Anti-takeover effects of the increase in authorized shares.
The
implementation of the Increase in Authorized Shares will have the effect of increasing the proportion of unissued authorized shares
to issued shares. Under certain circumstances this may have an anti-takeover effect. These authorized but unissued shares could
be used by the Company to oppose a hostile takeover attempt or to delay or prevent a change of control or changes in or removal
of the Board of Directors (the “Board”), including a transaction that may be favored by a majority of our shareholders
or in which our shareholders might receive a premium for their shares over then-current market prices or benefit in some other
manner. For example, without further stockholder approval, the Board could issue and sell shares of common stock, preferred stock
or some combination of both, thereby diluting the stock ownership and voting power of a person seeking to effect a change in the
composition of our Board or to propose or complete a tender offer or business combination involving us and potentially strategically
placing shares with purchasers who would oppose such a change in the Board or such a transaction.
Although
an increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have a potential anti-takeover
effect, the proposed amendments to our Certificate of Incorporation is not in response to any effort of which we are aware to
accumulate the shares of our Common Stock or obtain control of the Company. There are no plans or proposals to adopt other provisions
or enter into other arrangements that may have material anti-takeover consequences.
The
Board does not intend to use the consolidation as a part of or a first step in a “going private” transaction pursuant
to Rule 13e-3under the Securities Exchange Act of 1934, as amended. Moreover, we are currently not engaged in any negotiations
or otherwise have no specific plans to use the additional authorized shares for any acquisition, merger or consolidation.
Dissenters’
Rights.
No
dissenters’ or appraisal rights are available to our stockholders under the Delaware General Corporation Law in connection
with the proposed amendment to our Certificate of Incorporation to effect the Increase in Authorized Shares.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of May 26, 2020, certain information regarding beneficial ownership of our Common Stock (a) by
each person known by us to be the beneficial owner of more than five percent (5%) of the outstanding shares of Common Stock, (b)
by each director of the Company, (c) by the named executive officers (determined in accordance with Item 402 of Regulation S-K)
and (d) by all of our current executive officers and directors as a group.
We
have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission (“SEC”).
Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities
named in the table below have sole voting and investment power with respect to all shares of Common Stock that they beneficially
own, subject to applicable community property laws.
Applicable
percentage ownership is based on 1,117,888,772 shares of Common Stock issued and outstanding as of May 26, 2020. In computing
the number of shares of Common Stock beneficially owned by a person and the percentage ownership of that person, we deemed to
be outstanding all shares of Common Stock subject to options held by that person or entity that are currently exercisable or that
will become exercisable within 60 days of May 26, 2020.
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Name and address
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Shares of
Common Stock
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Percentage
of Common
Stock
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Directors and Officers (1):
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Kevin J. Sylla
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1,400,000
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0.125
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%
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B.P. Allaire
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945,333
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0.085
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%
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Christopher Jarvis
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1,231,667
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0.110
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%
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Alex Hemb
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659,111
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0.059
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%
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All Officers and Directors as a Group (4 persons)
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4,236,111
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0.379
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%
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Name and address
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Shares of
Series A
Preferred Stock
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Total Voting
Power
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Percentage of
Total Voting
Power of All
Outstanding
Securities of the
Corporation
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5% or Greater Beneficial Owners
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Beijing Gas Blue Sky Holdings Limited (2)
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5,000,000
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1,000,000,000
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32.073
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%
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Kevin J. Sylla
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5,000,000
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1,000,000,000
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32.073
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%
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1.
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The
address for each of the officers and directors is 2660 Townsgate Rd, Suite 800, Westlake Village, CA 91361
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2.
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The
address for Beijing Gas Blue Sky Holdings Limited is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda
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Applicable
percentage ownership in the preceding table is based on approximately 1,117,888,772 shares of Common Stock issued and outstanding
as of May 26, 2020, plus, for each individual, any securities that individual has the right to acquire within 60 days of May 26,
2020; and 10,000,000 shares of Series A Preferred Stock issued and outstanding, with each share of Series A Preferred Stock having
the voting power equal to 200 shares of Common Stock. Total voting rights held by all Series A Preferred Stockholders as a Class,
as of May 26, 2020, is 2,000,000,000 votes. Beneficial ownership is determined under the rules of the SEC and generally includes
voting or investment power over securities. The number of shares shown as beneficially owned in the tables below are calculated
pursuant to Rule 13d-3(d)(1) of the Exchange Act. Under Rule 13d-3(d)(1), shares not outstanding that are subject to options,
warrants, rights or conversion privileges exercisable within 60 days are deemed outstanding for the purpose of calculating the
number and percentage owned by such person, but not deemed outstanding for the purpose of calculating the percentage owned by
each other person listed.
DELIVERY
OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS
If
hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to stockholders
who share a single address unless we received contrary instructions from any stockholder at that address. This practice, known
as “householding,” is designed to reduce our printing and postage costs. However, the Company will deliver promptly
upon written or oral request a separate copy of the Information Statement to a stockholder at a shared address to which a single
copy of the Information Statement was delivered. You may make such a written or oral request by (a) sending a written notification
stating (i) your name, (ii) your shared address and (iii) the address to which the Company should direct the additional copy of
the Information Statement, to Foothills Exploration, Inc., 2660 Townsgate Rd., Suite 800, Westlake Village, CA 91361-5700.
If
multiple stockholders sharing an address have received one copy of this Information Statement or any other corporate mailing and
would prefer the Company to mail each stockholder a separate copy of future mailings, you may mail notification to, or call the
Company at, its principal executive offices. Additionally, if current stockholders with a shared address received multiple copies
of this Information Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to
stockholders at the shared address, notification of such request may also be made by mail or telephone to the Company’s
principal executive offices.
CAUTIONARY
STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
This
Information Statement may contain “forward-looking statements” made under the “safe harbor” provisions
of the Private Securities Litigation Reform Act of 1995. The statements include, but are not limited to, statements concerning
the effects of the Shareholder Approval and statements using terminology such as “expects,” “should,”
“would,” “could,” “intends,” “plans,” “anticipates,” “believes,”
“projects” and “potential.” Such statements reflect the current view of the Company with respect to future
events and are subject to certain risks, uncertainties and assumptions. Known and unknown risks, uncertainties and other factors
could cause actual results to differ materially from those contemplated by the statements.
In
evaluating these statements, you should specifically consider various factors that may cause our actual results to differ materially
from any forward-looking statements. You should carefully review the risks listed, as well as any cautionary language, in this
Information Statement and the risk factors detailed under “Risk Factors” in the documents incorporated by reference
in this Information Statement, which provide examples of risks, uncertainties and events that may cause our actual results to
differ materially from any expectations we describe in our forward-looking statements. There may be other risks that we have not
described that may adversely affect our business and financial condition. We disclaim any obligation to update or revise any of
the forward-looking statements contained in this Information Statement. We caution you not to rely upon any forward-looking statement
as representing our views as of any date after the date of this Information Statement. You should carefully review the information
and risk factors set forth in other reports and documents that we file from time to time with the SEC.
ADDITIONAL
INFORMATION
We
are subject to the disclosure requirements of the Exchange Act, and in accordance therewith, file reports, information statements
and other information, including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the SEC. Reports and other
information filed by the Company can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street,
N.E., Washington, DC 20549. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov) that contains
reports, information statements and other information regarding issuers that file electronically with the SEC through the Electronic
Data Gathering, Analysis and Retrieval System.
A
copy of any public filing is also available, at no cost, by writing to Foothills Exploration, Inc., 2660 Townsgate Rd., Suite
800, Westlake Village, CA 91361-5700. Any statement contained in a document that is incorporated by reference will be modified
or superseded for all purposes to the extent that a statement contained in this Information Statement (or in any other document
that is subsequently filed with the SEC and incorporated by reference) modifies or is contrary to such previous statement. Any
statement so modified or superseded will not be deemed a part of this Information Statement except as so modified or superseded.
This
Information Statement is provided to the holders of Common Stock of the Company only for information purposes in connection with
the Actions, pursuant to and in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information Statement.
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By
Order of the Board of Directors
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June
12, 2020
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/s/
B. P. Allaire
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B.
P. Allaire
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Chief
Executive Officer
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Exhibit
A
CERTIFICATE
OF AMENDMENT OF
CERTIFICATE
OF INCORPORATION
OF
FOOTHILLS
EXPLORATION, INC.
FOOTHILLS
EXPLORATION, INC., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:
FIRST:
The name of this corporation is Foothills Exploration, Inc. (the “Company”).
SECOND:
The date on which the Company’s Certificate of Incorporation was originally filed with the Secretary of State of the
State of Delaware is May 13, 2010.
THIRD:
The Board of Directors of the Company, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation
Law of the State of Delaware, adopted resolutions amending its Certificate of Incorporation, as heretofore amended (the “Certificate
of Incorporation”), by restating Article 3.1 in its entirety:
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“Authorized
Capital. The total number of shares of all classes of stock which the Corporation shall have authority to issue is 20,000,000,000
shares, consisting of 19,975,000,000 shares of common stock, $0.0001 par value, and 25,000,000 shares of preferred stock,
$0.0001 par value. The number of authorized shares of any class, classes or series of a class of stock may be increased or
decreased (but not below the number of shares thereof then outstanding or required for conversion) by the affirmative vote
of the holders of a majority of the voting power of the stock of the Corporation entitled to vote, irrespective of Del. Code
Ann. Tit. 8, Section 242(b)(2) and without a separate vote of the holders of any particular class or series unless otherwise
provided in a Preferred Stock Designation (as herein defined). The Corporation shall from time to time in accordance with
the laws of the State of Delaware increase the authorized amount of its common stock if at any time the number of shares of
common stock remaining unissued and available for issuance shall not be sufficient to permit conversion, if applicable, of
the preferred stock.”
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FOURTH:
The foregoing amendment was submitted to the stockholders of the Company for their approval, and was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law of the State of Delaware and shall be effective upon filing.
IN
WITNESS WHEREOF, FOOTHILLS EXPLORATION, INC. has caused this Certificate of Amendment to be signed by its Chief Executive
Officer this 26th day of May, 2020.
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FOOTHILLS
EXPLORATION, INC.
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By:
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/s/
B. P. Allaire
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B.
P. Allaire
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Chief
Executive Officer
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[CERTIFICATE
OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF FOOTHILLS EXPLORATION, INC.]
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