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diabolical id say
rambling sid the block 12 assets we have some evidence unfortunately my own trail of investigating gets to FRR US whose 1000 units were owned by FRC and so subject to strikeof if not moved. Beyond that I can't find a paper trail.
And yes if they let it strike off having not moved them who knows where that would leave everyone - but can't see FIT letting that happen either as they had a 5% royalty via FRR US or the assets if they unwound the transfer. So I suspect they have but unless the company tells us what they have done we will have to wait for the next bit to emerge in the paper trail.
Well oiled the only real asset the group has is those associated with Block 12. You can see the documents and the equivalent of the Articles for FRR US in the Deja vu docs on the Georgian site for FEGL. The move of the block 12 assets into FRR Us was also coroborated by the arbitration and FIT court documents/commentary. So as a point of reference that is the last one we had. They were never in FRC but FRC has the shares at various times in the subsidiary in which the assets were parked.
The forfeiture status of FRR US is now another complete and unexplained puzzle: https://statutes.capitol.texas.gov/Docs/TX/htm/TX.171.htm#171.251
Its possible like Cayman they may just be not doing the corporate paperwork of course but there is proof this was the vehicle they were using in 2019 for the assets!
FRR US in Georgia feels more like a candidate - they certainly have not bothered with updating the details on the registry in US for Frontera Resources Holdings LLC!
Whatever they are up too they cannot legally move the assets outside the group structure not least as FIT are watching for that. So as of tonight no one could tell you where the company assets (if we have any) are held - a totally unacceptable and extraordinary situation as a shareholder facing the strike off of the entity your shares are held under this week.
If any assets are held in FRC, or any other Cayman Isle company, my understanding is that on the dissolution of a Cayman Isle company the assets of the company pass to the Crown under the bona vacantia rule. That would be the position in England where a company is struck off. Are you sure the assets have been transferred and the restructure has been completed?
Zeron
Earsbern said any info on that he would post under general chat.
Does anyone have a opinion polls from the last day or two? Can't wait for the first Exit poll on the night!
which brings us back to the election.. more friends in high places hopefully.
Mole, from https://comptroller.texas.gov/, FRUS (Texas) has forfeited its right to transact business in Texas which I think is due to missing reports and/or payments. I agree the 1,000 units shares owned by FRC need to be domiciled but the only Frontera company that is active in the USA is Frontera Resources Holdings LLC. If FRUS is no longer active then I cannot see how it can hold the assets from FRC. Hence my suggestion that FRH is the entity which is being used to restructure the company and hold the assets. I know the the Georgian Government did not ratify the farmout of April 13, 2019 and that it holds all the cards which is why I said to transfer the licence to FRH needs the agreement of GOGC and GG.
Welloiled you are correct on the next important move should be on the Georgian registry. As of today no move since the disputed FRR US move. The problem is they already moved the assets including 50% PSA share to FRR US along with all the liabilities in return for a 5% royalty to FTI for the creditors of oil produced by FRR US (that triggered FTI to take action in New York). FRR US had 1,000 units shares 100% owned by FRC. If FRC is now about to be struck off then the question of the hour is what does that mean as we hold shares in a company that wholly owns the 1,000 shares of FRR US. If we were going to carry on then they should have demomiciled. The bit they need to do and may have done without telling us (which in itself is shocking) is possibly merge - the obvious way would be to restructure FRR US share capital and make it the main entity by replacing the register 1,000 units with our billions of shares. The only asset left in FRC was the shares in FRR US I suspect.
The problem is that transfer of the block 12 PSA has never been ratified by the Georgian Government. So we are in the odd position that the assets have been transferred to FRR US at a corporate level but the Georgian Government do not recognise the transfer.
Zaza comments are also a bit misleading - FEGL was not going anywhere its the joint entity that runs the PSA. FTI seem to have left FRR management to run FEGL in the interim while the battle over who owns the shares was worked through.
The problem FTI have is that whereas FRR had issues with the transfer under section 27.3 of the PSA which covers affiliates if they try and sell the shares on say to Outrider or their mates they have to pass the stricter section 27.1 part for third parties. Hence in my opinion the Outrider approach to the Georgian Government was a play to test whether they could pass it.
In my opinion the Georgian Government hold the aces here with both Outrider and FRR. To take the license either party has to show funds and a plan to develop. Arguably FRR only need funds if they resurect the Baker Hughes partnership. FTI however have a problem as if they now pull the asset back out of FRR US into an insolvent entity I would guess the license is immediately likely to be lost or seriously devalued if say the cost recovery pool was lost.
Those who think that there is likely to be a surprise deal need to reflect on the fact that to secure the transfer FRR only needed to show funds and technical capability in FRR US. Had they a major on board that was the time to do it.
I have no idea how they intend to or have restructured (a debt for equity swap has always been most likely) but who wants paper in a private company? 3 days before the parent company is struck off and we have no idea what is going on.
That's some great working out Welloiled :) Seems to logical and well thought out. I think you could possibly have sorted out what is probably likely to be going down I hope.
Domain names take a while after being dropped to go back into circulation apparently. During that time after being dropped they might be able to pick it up for a certain period before having to wait for them to become publicly available again, that apparently can take from weeks up to months. New domain names can be easily taken up and there are usually loads to chose from with all the various endings, i.e .org .net .EU etc, etc. They can of course hold back on putting a created webpage live until whenever they wish. Odds are we'll here info about the restructured company before a website appears would be my guess.
Cont..
I have no knowledge of corporate restructuring but it would seem reasonable to assume that when the Cayman companies are liquidated, the assets of FRC, FIC and FRGC have to be retained in order for FRR to continue business in Georgia. The key issues are what happens to the licence, the assets/companies in Georgia, shareholders and the debt. Zaza is reported to have said the change will not affect FEGL which will continue operating which means the 50% presently owned by FRC Cayman will need to be transferred to another Frontera company. From the information above, the only active company in Texas is FRH. FRH is shown to have 6 principals on record, namely Andrew J Szescila, Levan Bakhutashvili, Luis E Giusti, Stephen E Mcgregor, Steve Nicandros and Zaza Mamulaishvili but this may not be up-to-date. As a subsidiary of FRC, I’m wondering if SN and ZM are in the process of transferring everything into FRH. I assume it is relatively straight forward to move ownership of the Georgian assets and companies to a subsidiary but the licence transfer obviously needs the agreement of GOGC and GG. Perhaps this what Zaza has been referring to recently when he said restructuring is currently underway and the stakeholders are changing. When the dust settles and the restructuring is complete, we should see confirmation in an update to the Registry of entrepreneur and non-entrepreneur legal entities in Georgia. With regards to existing shareholders, we can only trust SN and ZM will restructure in such a way as to protect existing shareholders rights and assets (as they are substantial shareholders, it is in their interest to do so). As for the debt, Zaza has indicated that the changes would increase the share of Outrider Management in the company. Whether any arrangement with Outrider will swap debt for shares, it is clear that Frontera will require additional finance to restart operations and the restructuring will need to address this and it must present an attractive investment opportunity.
Just a small detail, the email addresses which have used the domain name, @fronteraresources.com, are probably defunct as I noticed in the PRNewswire 16/10/20 the email contact was info@frontera-resources.com. Following the shutting down of the website, it looks like Frontera has had to create a new domain name but appears to have retained their old fronteraresources.com as it is unavailable.
As translations 33 and 34 mention that restructuring is currently underway and the stakeholders are changing, I’ve had a look at the complex company structure to see if there’s a clue what could be happening behind the scenes to reorganise Frontera following the liquidation the Cayman registered companies, namely:
Frontera Resources Corporation (FRC, Incorporation Number 256380)
Frontera International Corporation (FIC, IN 71338)
Frontera Resources Caucasus Corporation (FRCC, IN 97554)
Frontera Resources Georgia Corporation (FRGC, IN 72227)
Frontera Resources Overseas Corporation (FROC)
There were two other FRC Cayman subsidiaries which I understand were dissolved when Frontera withdrew from Azerbaijan:
Frontera Resources Azerbaijan Corporation (FRAC)
Frontera Azerbaijan Ventures Corporation (FAVC)
There are 4 Frontera companies registered in Georgia (Zaza is the Director of all four):
LLC Frontera Resources Georgia (FRG, 203853473)
Frontera Resources Georgia Corporation (FRGC, 204931431)
Frontera Eastern Georgia Ltd (FEGL, 204905674)
Frontera Resources US LLC (FRUS, number 405339637).
FRG is owned by FIC. FRGC is owned by FRGC Cayman. FEGL has shared ownership, 50% FRGC Cayman and 50% Georgian Oil and Gas Corporation (GOGC, 206237491). FRUS is owned by Frontera Resources US LLC (Texas, File Number 802558654).
There are 7 Frontera registered companies in the USA:
Frontera Resources Corporation (FRC, FN 0011520006, Formed in Cayman Islands)
Frontera Resources Corporation (FRC, FN 2714496 Formed in Delaware)
Frontera Resources International LLC (FN 0802247983, Formed in Texas)
Frontera Resources Ukraine LLC (FN 0802275570, Formed in Texas)
Frontera Resources US LLC (FN 0802558654, Formed in Texas)
Frontera Resources Holdings LLC (FRH, FN 0801460203, Formed in Texas)
Frontera Resources Holdings, LLC (FRH, FN 5015274, Formed in Delaware)
FRC 2714496 was incorporated/formed in Delaware 04/02/1997; I understand it to be the legacy company.
FRC 0011520006 Cayman was registered in Texas 08/05/1997.
The FRH companies in Delaware and Texas are one and the same.
According to https://comptroller.texas.gov/, only Frontera Resources Holdings (FRH) is active as the right to transact business in Texas has been forfeited by the rest; FRH is a subsidiary of FRC.
In the UK, Frontera International Corporation (company number FC022206) is listed as active but it failed to file a Transitional Return and the establishment was regarded as being closed on 25/02/2013.
TBC..