Ryan Mee, CEO of Fulcrum Metals, reviews FY23 and progress on the Gold Tailings Hub in Canada. Watch the video here.
Steve and Zaza were removed from the FRIC board before hope resigned from FRR, so that’s not possible
No, he was on the board when this happened unfortunately.
He was on the board when all of those things were auctioned
The only thing I’m not sure about is if they had a restraining order against Hope - does this automatically exclude him from board meetings etc?
Perhaps frontera has something in their governance/director agreements that allows directors to be excluded from voting should certain things happen (like being sued by the company) you have the obvious governance issues that really hope should have excluded himself from anything that may represent a conflict of interest, but as we saw from previous court documents he didn’t seem to exclude himself from any items although there was a clear conflict.
Hope was on the board when they approved this transaction
Basically starting frontera cannot execute a farmout without unanimous board approval.
Hope was excluded from the vote therefore technically the agreement to ‘farm out’ 95% of the block is void
The mortgage agreement states :-
any transaction between a Company Subsidiary and another Company Subsidiary;
(v) any transaction on arm-length terms between or among the Company, on the one hand,
and any of the Company Subsidiaries, on the other hand;
(vi) any transaction on arm’s length terms with a non-Affiliate that becomes a Company
Subsidiary as a result of such transacti
(vii) the execution of any farm-out, farm-in or similar agreement or the assignment of an
interest in a production sharing or similar contract or agreement by the Company or a Company Subsidiary, on one
hand, and another Company Subsidiary or a Subsidiary of FRC, on the other hand, and the assignment of any interest in
the Operating Company or a Subsidiary of FRC in connection with any of the foregoing actions described in this clause
(vii), provided that such transaction shall be on arms-length terms, and further provided that such transactions may
only be carried out with the unanimous consent of the members of the board of directors of FRC and further provided
that, absent such unanimous written consent of the board of directors of FRC, any such transactions shall be void; and
With respect, if you actually read the loan note agreement and the evidence uploaded to pacer it supports everything I have just posted.
Guys I think there is some worryingly misleading posts on here today.
The TRO would have stopped Hope from continuing with the liquidation which has already started, we know that Zaza signed over 95% of the block to a different frontera company however the loan note agreement clearly states this was not allowed, therefore obviously hope will be moving to void this agreement.
So now we have a good few weeks to the next court hearing, but until then you can be sure hope will be looking to dismantle the company and any agreements as quickly as possible.
Also those that say hope can only get what his owed - not sure if this is true really, and even if it is, he could just do firesale for $30m and walk away with $26mil profit.
Yes however he will obviously now be looking at reversing the farm our agreement that was agreed in his absence.
The terms of the notes does state that unanimous consent is required to approve a farm our deal, if not the transaction can be voided.
Not sure how easily hope can void this agreement, may require further legal action.
The TRO has been declined, and the case is continuing without it.
Plaintiffs’ application for a temporary restraining order is denied.5 The matter will be set for a hearing regarding whether a preliminary injunction should issue for June 6, 2019 at 1:30 p.m. If Plaintiffs elect to file a supplemental brief explaining why a preliminary injunction is warranted, they may file a brief of no more than 20 pages by May 16, 2019. Defendants may file an opposition brief of no more than 20 pages by May 23, 2019. Plaintiffs may file an optional reply
5 In light of the denial of temporary injunctive relief, Plaintiffs have similarly failed to advance a basis on which to order expedited discovery and that motion (Dkt. 29) therefore is also denied.
ORDER DENYING TRO AND SETTING BRIEFING SCHEDULE CASE NO. 19-cv-01996-RS
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United States District Court Northern District of California
Case 3:19-cv-01996-RS Document 32 Filed 05/09/19 Page 6 of 6
brief of no more than 10 pages by May 30, 2019.
The shares in this company that are publicly traded are at FRC level.
I’m assuming frontera have made some kind of new company which is owned by FRC, this new organisation has a farm kit agreement with FRGC, a subsidiary company that it appears hope may now control( and this company is what block 12 sits in)
As I said I would assume that the farm our agreement has all sorts of clauses in it which prevent the agreement being terminated. Obviously hope will want to terminate this agreement and it will probably result in some kind of legal action under a new case
Hi Zib,
As part of the 2016 restructure both ZM and SN signed ore drafted resignation letters which would be actions in the event of a default and outrider calling in the loan.
It seems the only potential saving grace right now is that ZM and SN May have been able to transfer the majority of the asset value out of the subsidiary Hopes notes were secured on. That being said they did this during the period that the injunction was in place for the caymans action so I’m not sure if this will stand to be honest.
There’s obviously something Frontera think they have on hope and need this confirmed through discovery, I think it’s liekly the court will apply a TRO and allow this to happen so let’s just see what comes from that.
Quite clearly the doc states hope has resigned from FRC and removed the directors of FRCC, however as the previous documents have stated, FRCC it would appear now only hold 5% of block 12
Plaintiffs are to file a Reply brief of no more than 15 pages addressing Defendants’ arguments in their Opposition (Dkt. 23) by May 7, 2019
The others are just hope bringing in more lawyers
Obviously hope is going to make it sound as bad as possible.
However from fronteras view - this may have been the only way to secure new agreements for the company. I will accept it does seem rather underhand, but I don’t really care if it means frontera survives.
Seems frontera had a few tricks up their sleeve.
Essentially forming a PSA with another frontera owner company which is not liable for OMF’s debt which effectively transferred the asset over, and then it seems they were able to also get financing through green capital
The transaction proposed in November—new financing expressly senior to the Note—was approved after excluding Hope’s vote, but ultimately failed. The transaction proposed in April—a farmout agreement with a Frontera entity allegedly not subject to the Outrider Note obligations—was executed, thereby purporting to transfer all of Frontera Resources Georgia Corporation’s (“FRGC”) oil and gas assets in exchange for a 5% royalty interest and debt relief unrelated to the Notes and of highly questionable veracity. With respect to each of these transactions, Hope’s request for basic background and explanation was denied, and his vote as FRC director was excluded in order to achieve the requisite “unanimous” vote. Additionally, Outrider has learned that Frontera has approved a production sharing contract through operating company FRGC, which improperly grants unknown party Green Capital LLC a security interest directly in the operating assets, in violation of the OMF loan agreement. Despite numerous requests by Hope, both in his capacity as secured creditor and board member, Frontera has refused to provide meaningful basic detail regarding the Green Capital transaction.
It’s worth pointing out that hope mentions that the discovery was not granted under the Cayman proceedings.
This alone could be the reason for the change to Cali courts
Agree.
The key point in that latest document is what transactions has frontera completed which have eroded outriders security?