Member Info for Looed

A quick update for those still following the outstanding litigation.

Mourant — The Appeal Court has now issued its mandate after denying SN’s appeal. Unfortunately, the court attached a mandate from a different case, so we do not yet know the wording. Presumably, Mourant can now proceed to collect the judgment against SN.

Property-tax claim — SN is also subject to a small civil claim for unpaid property taxes on his home. He is now claiming an exemption/deferral on the basis that he turned 65 and is therefore protected under Texas law.

Vicky case — This continues in arbitration and before the appeals court.

Cheers toatie, keep well.

Hi B-2-0 — outside of the “$100m” statement in the letter itself, I have not seen any independent evidence that supports the claim, and the only SN-related activity seems to be confined to Texas courtrooms.

You may recall that similarly large funding figures were discussed during the ZM trial. Despite Georgian state agencies granting multiple extensions to the PSC/MoU process to allow time for financing to be secured, that funding never materialized.

I would separate the recent investment interest in Georgia (and Gabon) from assuming TXN itself has secured a financing package. At present, I don’t see anything publicly linking TXN/SN directly to these recent developments.

For anyone interested, appellant briefs have now been filed in the Vicky case — specifically the part of the appeal dealing with third-party issues. There is not much new directly relating to FRC in the appeal, but this extract from the brief gives a concise summary of the core allegations made by VN:

“From approximately 2006 until 2016, Steve had caused CSTN to make over 70 loans totaling over $14 million (perhaps much more), to himself and his company, Frontera Resources Corporation (“Frontera”), in exchange for non-recourse promissory notes with below-market interest rates that required repayment within one year. None of these ‘loans’ were ever repaid, in whole or in part, and new notes continued to be issued despite accumulating defaults. Vicky alleges that Kanaly Trust and Drew Kanaly authorized and facilitated these transactions without considering her interests or even informing her, in violation of their fiduciary duties to her.”

Separately, in the Mourant case — the non-payment dispute that ultimately triggered the liquidation of FRC — there has been no movement since SN’s request for a new trial earlier this year.

No material update on TXN Energy itself, although there has been some renewed U.S. interest by other parties in Georgia’s energy sector via Block Energy.

I will post any significant updates for those still checking in.

“After inspecting the record of the court below, the Court holds that it lacks jurisdiction over this appeal. Accordingly, the Court dismisses the appeal.

The Court orders that appellant, Steve Nicandros, pays all costs incurred by reason of this appeal.

The Court orders that this decision be certified below for observance.

Judgment rendered February 19, 2026.”

In its Opinion, the court did find the Mourant filings and the lower courts paperwork to be a bit “messy”. So a small win, if you can call it that, for SN as it delays enforcement of the debt. However, the wording of the Opinion strongly suggests Mourant can obtain a quick amended order from the lower court, which should leave fewer procedural hoops for SN to jump through.

Thanks toatie / B-2-0 - and I am glad you managed to get a copy of the Final Report.

Despite the non-recoverable costs involved with Deloitte, I am pleased they took the time to explain at least some of the behind-the-scenes activity that contributed to the delays in the process.

Toatie - I hope shareholders remember that it was your idea to set up a “wee fund” that got the translation fund started. That helped to not only shine a light on events in real time, but it also pushed others to dig deeper behind the scenes, work that ultimately helped to hold ZM and his ‘perfect plan’ to account. We thank you for that.

No need for you to assume anything of the sort. You can refer to my post of 07/02 02:38 which should clarifies things for you re posting.

Njames - the covering note makes clear that the Final Report is confidential, so I won’t quote from it.

At a high level, I would say the conclusions are consistent with the First Report: no realisable assets were identified, no third-party funding was provided, and the $21.1m “judgment debts” asset could not be monetised. No return to stakeholders/

The report does add more detail on the steps taken, and it references SN on a number of occasions (including a nominal offer he made which was rejected), as well as an unnamed service provider who expressed interest for a period.

The final report is now available. Those who have made a request for the report via your broker should get a copy in the next day or so.

Phil_2018 - will you be contacting the former Nomad yourself, or is this another “we should…” that somehow ends up being everyone else’s job?

Noted on TXN - although a few days back you did say you “wouldn’t put any faith in Looed”, so the obvious solution is that you take this one on yourself.

And we are still waiting for the practical bit, such as what specific claim(s) do you think exist, against whom, in which jurisdiction, and what remedy are you actually proposing?

Noted on your “smack ass” strategy – given the volume of hot air it produces, it must be a large derriere indeed you are working with.

WhamBoy – thank you. My understanding is that the position is now essentially as set out in the Dissolution Order and in Deloitte’s comms.

The Dissolution Order told us that the matter was decided “on the papers” (without an oral hearing). This means the court only considered the application and supporting materials filed by the liquidators, rather than there being any additional resolutions, interventions, or alternative proposals put before the court.

TXN, regardless of copycat branding and storyline, appears to be a separate legal entity. I have not seen anything public or official that establishes a legal link to FRC which would create obligations to FRC shareholders. If such a link existed as part of the wind-up, I would expect it to have been documented and referenced by Deloitte.

The only recent correspondence I have received has been from Deloitte. Their last messages simply confirmed that the liquidation has concluded and the company has been dissolved, and they outlined the process so shareholders can request a copy of the Final Report. They responded only because I still appear on the share register, which remains under their control.

The JOLs have now been discharged. However, the Order states that the Company’s books and records are to be preserved by the JOLs for three years from the date of the Order. In that context, if the share register (which Deloitte had earlier noted was not up to date) had been transferred to any other party, I would have expected this to be expressly court-sanctioned and clearly communicated as part of the formal process.

Prax14 - Deloitte’s responsibility was the liquidation and dissolution process only, they don’t contact each shareholder’s broker / nominee to have the filing removed, so I think the quickest fix is for you to contact your broker and advise them that FRR has now been dissolved and can they arrange to cancel or write off the listing as well as cancel any associated charges. You can send them this link - https://www.deloitte.com/cbc/en/services/consulting/services/frc-liquidation.html and they should be able to act accordingly.

B-2-0 as Deloitte stated that they "shall only provide copies of their reports and accounts to contributories on request" then the sequence should be you request via your corporate actions team who will then contact Deloitte on your behalf to make the request. I expect the timeline will be different for each nominee account. But as the report is already filed it should be readily available subject to the request process.

Thanks all for your comments.

I will report back if there are any related developments in the VN case, despite much of it currently heard in arbitration. There is discovery due on TXN though it is unclear if this will fall into the arbitration part of the case.

And for those interested there is the Mourant case. Mourant is still after its money (the legal bill that started the liquidation process). It is currently in the Appeal Court where SN seems to be struggling to convince the court on the merits of his appeal.

To tsbs1 / gotreal comments on TXN. There is no proof of the $100m (for years the sum of between $100-$150m has often been mentioned in relation to FRC / FRUS etc.). Also, no local office in Georgia (at least one under some variation of the name TXN Energy). Tsbs1 mentioned the share register. If you recall from the First Report the share register as of 2019 was incomplete and it also stated there had been “further dilution” though Deloitte had no further info on this. We will see if Deloitte offer more clarity on this in their Final Report.

Njames / Piscator1 – many thanks. As I have mentioned before this really was a group effort and I will be sure to pass on your kind words.

To date, there appears to be nothing on the public record that indicates TXN has been granted any licenses. Regarding the website - lazy and shoddy indeed.

Phil_2018 - looking at the last two paragraphs of your last post, you can’t really have it both ways. If Block 12 is no longer FRC’s and you don’t think FRC has anything to do with TXN or any future contract, then what exactly is the “fast one” being pulled on ex-FRC shareholders?

Armoured_bear’s view that SN “screwed us over” may be a fair sentiment - it might even be true - but proving it in a meaningful legal sense (i.e., in a way that results in an actual recovery for investors) is a different matter.

I’m all for sleuthing, but what specific right, obligation, or recoverable do you think exists, and what would a remedy actually look like? Without that, goading others to “keep digging” on your behalf just seems to be in support of your own ever-expanding speculation rather than a strategic plan of action.

Perhaps you are still relying on “big investors” to step in? Whatever behind-the-scenes activity that focused on a collective return is now effectively nil. I am trying one last avenue myself, and will report back if anything comes of it. I don’t expect it to succeed, but the project has a clear objective, method and it is being acted on.

As tsbs1 implied, I hope you haven’t convinced yourself that you have uncovered a new angle when the broad picture has been apparent for some time. Why do you think so much time and effort went into trying to achieve a different outcome.

"The liquidation of the Company has concluded, and the Company has dissolved.

Pursuant to the Cayman Islands Companies Winding Up Rules, the official liquidators shall only provide copies of their reports and accounts to contributories on request. Contributories are the shareholders of record, which in this case is likely a custodian or nominee. Please contact your custodian or nominee."

Phil_2018 — legally speaking, the Texas registration was issued on 26 Jan 2024 under another name.

It only became TXN Energy Holdings, Inc. when the Form 406 Amendment to Registration was filed. The name change was signed 27 December 2024 (by SN) and filed 31 December 2024.

As for TXN, lobbying activities, suspension of the tender etc., you can refer to the many earlier discussions on those issues.

Phil_2018 - the court determined that ZM “has clandestinely and illegally moved all of Frontera’s assets in Georgia… in order to hijack and steal all of Frontera’s assets” and, as per the points made by B-2-0, recovery at that time was only realistically possible with the full support of the State agencies, otherwise it was just a court win in Texas.

If I’ve understood you correctly, you’re suggesting SN “gambled” that ZM would stay quiet about any withheld data during the trial, even though oil theft and asset stripping were central to the case and even after the adverse findings against him. That would be quite a gamble.

The findings were framed as the taking of the company’s assets in their entirety, not “most of them”. And given ZM was on the ground directing events while executing his long game, it’s hard to see why he would have had less access to operational data than SN. If anything, you’d expect at least equal access if not more.

Small point: the Company had declared force majeure, so for a significant period Zaza Mamulaishvili was effectively the only one still operating on the ground (albeit for his own agenda). As was said in court, he was already, and had been for some time, “in full control” of the Company.

Phil_2018 - thanks for the follow-up. If I’ve understood you correctly, you’re implying that SN was not truthful under oath and did not fully comply with the PSA’s data requirements.

However, contempt (or non-compliance) was never raised by ZM - or anyone else - during the trial, in which contempt played a major role, or the subsequent appeals.

Despite the public spats over the years, SN and the relevant State bodies have maintained an enduring relationship, especially in the later period. Perhaps one of the unintended consequences of having a common enemy. If anything, it’s at least as plausible that any data given back to / held by the State would remain under their control and be shared back under agreed terms, rather than being “withheld” in a way that could jeopardize any future arrangements.

Whatever else one thinks of SN, he has little need to lie in court or misrepresent events* when he has shown himself adept at using process and procedure to his advantage.

*VN case might be the exception, we shall see.