ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS;

ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN

OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN

OFFICERS.

Effective October 1, 2012, Nancy Stephenson was appointed to serve as a member of the Board of Directors of FieldPoint Petroleum Corporation (the "Company").

Nancy Stephenson, age 59, has been a Director of the Company since October 1, 2012. Ms. Stephenson was the Chief Accounting Officer for Cross Border Resources, Inc. from August 10, 2011 through July 31, 2012 when she resigned as an officer but remained on staff through August 31, 2012. Ms. Stephenson has over 30 years of accounting experience, primarily in publicly traded companies in the energy business. From March 2003 to February 2010, she served as Compliance Reporting Manager for TXCO Resources Inc. As Compliance Reporting Manager, she assisted with the preparation of financial statements and was responsible for TXCO Resources, Inc.'s periodic reporting compliance with the SEC. Since March 2010, she has provided consulting services relating to periodic reporting with the SEC on a project basis for various companies. Ms. Stephenson holds a BBA in Accounting from the University of Houston and is a Certified Public Accountant.

While there is no firm commitment, it is contemplated that Ms. Stephenson will be appointed to serve as a member of the Company's Audit Committee at some time in the future. We believe that Ms. Stephenson would qualify as an "audit committee financial expert" within the meaning of Item 407(d)(5) of Regulation S-K.

For her services as a Director, Ms. Stephenson will be paid an annual fee of $12,000.