Member Info for Looed

And don't bother sending me more messages as like you, I am "tried" and "some of us have to work". Talk about insulting to the people you have no qualms endlessly spamming with your nonsense.

Tenners - if you want to waste time on "Georgian registered Frontera Resources US LLC (405339637)" then go for it. I have no reason to discuss it. It seems you failed to recognize the full name and nature of that entity. Also, there is the small matter of its current status. Why not check instead of flooding the BB with nonsense. Or you can clarify with your contact at Deloitte.

As a reminder and per GOGC, – “SAOG and GOGC, acting on behalf of the Government of Georgia, on the one part, and Frontera Resources Corporation…and FRUS (wholly owned subsidiary of FRC) signed a Memorandum of Understanding (MoU) setting forth their mutual agreement regarding the assignment of the rights, interests and obligations to FRUS”.

“Mutual agreement…to FRUS” in and between the parties, not out to a separate entity.

We all know that FRUS has always been beyond the reach of creditors which made it the bespoke vehicle to park the asset and why such a move was so opposed by other parties.

Monti and Njames state that certain monies need to be paid to ratify the MoU. This is 100% correct. But also keep in mind that to even get to the point of having an MoU, the company would have had to provide the GOGC with an acceptable operational and technical plan and, very importantly, a credible financial package.

Further, the position of the GOGC is clear. If FRC (and its subsidiary FRUS) are unable to fulfill the terms of the MoU then the GOGC will continue to work the area themselves. There is no fail-safe clause involving separate entities.

Well said Bezzy. Spinning a standard business reply into something supportive of a particular theory is not news, it is self-validation.

Tenners – you would be more credible had you made 1 post with the contact info (which I am sure people who want to contact Deloitte will appreciate) and a separate post with your theory. Instead, you seem to have purposefully entwined the two as being “new news” that just happens to support your theory then sat back and preferred to confuse people rather than set the record straight because your theory was all that mattered.

As to your endless question (while you ignored multiple chances to set the record straight) Of course an entity can structured to be out of reach of creditors (do you not follow this BB?) and FRUS is a wholly owned subsidiary of FRC so yes it can be both.

Tell you what Tenners, you answer my questions folks are clear on what is / isn't news then I will answer your question. Easy, right?

Tenners - last one from me and purely for the avoidance of more confusion amongst folks. You named this thread "Deloitte want contact from shareholders" which might give the impression that Deloitte are proactively seeking engagement. However from the body of your message it seems that isn't strictly correct. It is more they are open to passive engagement which is standard procedure in a court ordered liquidation. Not quite the same thing.

Bezzy - All week with a matinee Wednesday afternoon.

Tenners – Allow me to give you a simple question in return. You stated that “SN has now abandoned the parent company, and some how kept FRUS LLC out of the group structure.” Which lead Phil and others to conclude “We now know for sure the rights to the hydrocarbons, block 12, etc were transferred to FRUS and not only that but that FRUS is (now) a separate company from FRC.”

Did the liquidator confirm this point, yes or no?

If it’s a no, I find it strange that you would allow Phil and others to carry on believing this to be real news.

Tenners - I will take that deflection to mean you received a standard email address and inadvertently lead some to believe you had actual news from Deloitte. Thanks.

FRUS is a wholly owned subsidiary of FRC.

Tenners - i think you are confusing people with the way you framed your 2-part post. So everyone is clear, can you confirm that your post (other than the last para with the email address) is your theory and is not information direct from Deloitte regarding the ownership of FRUS etc. I think Phil_2018 and maybe others think you are reporting news from the liquidator and it is important you clarify this point so folks can see the train of events.

Phil_2018 - You asked for my thoughts. If I understand the post by Tenners is correct, Tenners has received a standard reply from Deloitte. The rest of his post is a theory on events as he/she sees it or perhaps hope it was presented to Deloitte.

I do not think Delottie have validated / invalidated his theory, just provided a contact point as per standard practice in a liquidation. The rest remains a theory.

Lifeishard - I think the term you reference - "their cost and dismay" is actually from my 09:10 post today. I was referring to Hope being frustrated that the assignment to FRUS put it outside his grasp. This likely explains why, at the time, he stopped funding the activities of the JOL's in Cayman. The end result was the PSA returning to the state agencies as I discussed in the same post.

Phil_2018 - The original PSA and the selling rights under that PSA have already been terminated. This was confirmed by the GOGC (in the following quote, Frontera is one of the parties and GOGC is the "Company")

“…set forth the express agreement of the parties that the Company take over with immediate effect the Contract Area (as defined in the PSA), all Petroleum Operations (as defined in the PSA) and the production herein (including the disposal of the Petroleum (as defined in the PSA)).”

Subsequently, and separately to the above, parties agreed an MoU assigning all rights to FRUS, As Hope and other creditors have discovered to their cost and dismay, to date, FRUS has been ring-fenced and put out of reach.

Thanks for all your comments. That post was a bit of insight into the "why", perhaps one day I can tell you "how" I got them to notice me in the first place, as that is a whole other story.

Here is some general information on the liquidation process in Cayman.

Further to tsbs1 point regarding creditors, the following is what is sometimes referred to as the cascade of priorities that the JOL’s focus on (Cayman, as of Nov 2023) -

- secured creditors rank in priority to all other creditors;

-preferred creditors;

- floating charge secured creditors;

- liquidation expenses;

- unsecured creditors;

- non-provable debts;

- statutory interest payable on proved debts;

- subordinated creditors ); and

- remaining sums, if any, are payable to shareholders in accordance with their rights and interests at the commencement of the winding-up proceedings.

It is also a not-so-nice truth that under Cayman law, Exempt companies such as FRC-C have / had no legal obligation to communicate with shareholders, on any topic, at any time. Comms would have been in accordance with listed regulatory requirements or prior agreements with shareholders. If you haven’t already, you can Google something like “shareholder rights”, “minority rights” specific to Cayman. If anyone has contacted the JOL's and highlighted lack of comms as a possible indicator of poor governance you might find they are not too concerned with that specific point.

The liquidator will report to the Grand Court and the creditors on their progress. If there are still funds available, shareholders might receive a copy of the Closing Statement (sometimes called the Final Account) that summarizes the findings and disbursements of the JOL’s. In any case, once they issue the Closing Statement, effectively the end of the process, it will be posted in the Gazette and the company is officially dissolved.

As odd as it sounds It is sometimes in the best interests of creditors to proceed with a liquidation even when they know there might be no assets left. This can happen for several reasons, including accounting / legal / regulatory compliance, potential to pursue in other jurisdictions, liability issues and so on.

MontiBurns - My opinion is summed up in the last part of my post of 13:37 yesterday.

MontiBurns – I don’t see anything negative in your comments or questions, though I am not sure I can answer them in full.

I agree the liquidation process plays out as you describe. At the same time, the various court cases trundle on until the liquidation catches up with them and the court / parties are contacted, updated, and decisions made how to proceed or call it day.

However, specific to the YA II appeal, it is FRC counsel that continues to file as per the docket sheet, and they continue to do so post-Cayman. (Ziggy recently laid out the dates of the WUP and Order). The last filing made by FRC counsel was 30/01. We should get more clarity on the arguments when FRC file its brief, due 01/03.

Monti - its been a day, I will try to reply to you tomorrow.

I often see posts that ask why does the company talk to me. As though SN got his XL Stetson out, chucked all our names in and pulled mine out. Ridiculous.

Also, I don’t think, after all this time, I need to justify or explain myself to anyone. The time I have dedicated to this BB by posting, the translations, trying my best to explain the myriad court cases and replying to as many posts as I can I think is already quite enough.

That said, I can understand that it might perplex some as to why or how I get messages.

So, for one time and one time only, I am going to give three reasons (there are many more) why the company talks to me. It doesn’t excuse them not talking to you, that is not the intent here, but it might help you better understand why they engage with me.

1- I was the person SN referred to when Judge Weems asked who alerted the company to the ZM / GC conversion.

2- I have, for a long time, worked with the company and outside counsel (why I use to use the term “comms chain” as so many people where involved) to build the case against ZM.

3- I arranged key witness testimony that helped unravel ZM’s story and seal his fate in the Texas trial.

That is a small window into what has been going on behind the scenes. Please understand that I will not provide any more detail on the above. Besides, I think it’s all self-explanatory.

The company has trust issues. Who can blame them. In my case, and because of a number of factors that I cannot disclose, I believe I have built up an albeit arms-length degree of trust with the company. Even though my involvement in “comms chain” activity has all but ceased, they keep the door open when they could easily have banged it shut.

At the same time, the company know I champion the rights of shareholders so there is a constant push-and-pull of what can and what cannot be shared. As I said, the company has trust issues. They will always err on the side of caution, as I would expect them to, when sharing information with me. Do you trust everyone who monitors this BB?

Will the company do the right thing by us? They seem to be trying their best. As rubbish as they are at comms, they have people in place who are very experienced in events such as those currently in play. But those events must play out to a plan we cannot see and risk remains until they succeed or fail. Frustrating? Sure. What can you do about it? Very little right now.

No need to reply. For me this issue is now closed, and I won’t be addressing it again, thanks.

I had some contact with the company last night. The discussion included an update on “post-Gazette” reactions. I shared the many positive messages that have been posted here as well as the negative, as I often do. As always, they appreciate hearing both sides, reacting to the more negative comments with a “we understand the frustration”.

It was always expected that there might be a small vocal element (be it here, or elsewhere) who would seek to circumvent the process currently underway and who could potentially damage the long-term position of shareholders. Moreover, communications to third parties only serve to interfere with the work that SN and the FRC Board are doing to resurrect the company’s operations, putting this objective at risk.

Following that discussion, I received a message that is copied at the end of this post. I have decided to post the message pretty much in full. It is a very clear red card to anyone who seeks to damage the company.

For the avoidance of doubt, please note that -

1- Obviously, this message does not apply to chat here or elsewhere in the public domain, nor does it apply to enquires to lawyers, accountants, liquidators, your clairvoyant, head butler and so on.

2- This is a targeted message. We know bad actors monitor the BB. Reckless actions can have serious consequences.

Here is the message -

“….Indeed, this type of communication is not helpful and not in everyone's collective best interests. As I indicated in my prior communication, we are continuing to work on behalf of all shareholders' best interests as we work to bring Frontera back to business…..Finally, regarding the temptation to levy baseless allegations, as you know all too well, we have spent considerable resources in successfully pursuing wrongdoing on behalf of all of our stakeholders.”

Hi Ziggy, sorry for the confusion. There are 3 cases involving YA and FRC

1- The original case in which the court found in favor of YA.

2- In November 2023 FRC notified the court that they would launch an appeal. It is the appeal process that I commented on.

3- Separate but also connected to the above is another case in which FRC are suing YA. This case was launched in October 2023. It is docketed for Trial on Merits 20/1/25. In this case FRC allege wrongdoing by YA in relation to case 1. YA have issued a general denial. We might not see action in this case for a while as per the docket schedule.

In 2, FRC, as at 30/01, continues to be represented by FRC outside counsel. The same is counsel of record in 3 but there have been no FRC-filings in that case since October 2023.

We need to wait until briefs are filed to find out more, but to Monti’s point I suppose YA might well find themselves in a pickle. Perhaps some difficulty collecting in Cayman, facing a potentially lengthy / expensive corporate level appeal in Texas should they attempt to try and collect there, as well as having to defend a separate case entirely.

That’s the best I can offer without more documentation from either party.

Monti – with regard to PG’s, the above cases appear to be at the corporate not personal level, at least for now.

I can see it is still confusing, but I am reminded that the company does have a good track record in suing and counter-suing parties that attack it and leaving them legally cornered. Hopefully next steps will reveal more.