Member Info for Looed

Tenners – Can you check the information source of your recent post as I think that might be talking about voluntary liquidations as it mentions “dissolution”. In voluntary liquidations shareholders often play a significant role. Can you see if it says that it also applies to involuntary liquidations / court mandated winding up orders as well, thanks.

jv123 - I answered a few posters today that discussed various scenarios.

Armoured_bear - Continuation and non-payment of debt are separate matters. It will be for the liquidators to decide if FRC is a clean and orderly winding up or not. Cayman is not the only jurisdiction were a company liquidates because it cannot pay its debts.

Bezzy – it is hard to give an accurate answer regarding the “big reveal”. Reorganizations and liquidations can be separate processes or deeply inter-connected.

The company has said it needs to complete its “legal clean-up” so that likely indicates they will remain as ultra-cautious as they have been thus far. If that is the case, then I expect there is a high probability they will wait for the liquidators to complete their formalities before doing anything. But that is just a best guess.

Hi Bezzy, With regard to FRC Cayman, the clock started as soon as the liquidators were appointed, so yes 16th Jan.

This file gives an overview of the Winding Up process in Cayman Islands- http://www.chrisjohnsonltd.com/pdf/compulsory_liquidation.pdf

Some background on the winding up of FRC -

Mourant filed its Winding Up Petition (WUP) on 30/11/23 and the Grand Court issued its Order granting the WUP on 16/01/24. On that date the company (Frontera Resources Corporation Cayman) passed into the hands of the liquidators. It appears the WUP went unchallenged by the company. There is no window for appeal.

As per Cayman law, the Winding Up is backdated to 30/11/23, being the date of Petition. This is in part to nullify any activities that might have occurred in the window between the filing of the WUP and the decision of the Court.

Cayman law allows for companies to transfer entities etc. in and out of Cayman. This process is usually known as Continuation or Redomiciling though other mechanisms also exist. Any Continuation / Redomiciling etc. would need to have happened before the filing of the WUP.

On paper, this looks like a straightforward liquidation. A creditor attempted to gets its money in line with Cayman regulations – failed - issued a WUP - there was no challenge - the court found no issue with the Petition - the Order was Granted.

A “clean” liquidation typically takes 2-3 months depending on what the liquidators (JOL’s) find and if they think it is worth trying to pursue other related entities to collect funds. When it gets messy, as you can see in the FIC liquidation, then the JOLS can try for years to follow the cash.

The MoU between the GOGC / FRC / FRUS was agreed in 2022. It revealed that the asset had been assigned to FRUS, subject to the fulfilment of certain conditions, and that FRUS was a wholly owned subsidiary of FRC. Logic would have it that, at the time, it was FRC-C, but FRC is also registered in at least two other jurisdictions and the MoU does not make clear which FRC is the signing party.

FRUS has historically been ringfenced from creditors and there is no reason to think that has changed or that the company didn’t plan to protect FRUS from other potential actions.

ah i see the confusion - it was ****nal221 who mentioned that price not you, apologies.

I said I have no idea on price, "zero and a wild guess" are my actual words. You mentioned 2.5p and I am saying well sure it could be that or any number but we need more clarity on our / company position before any discussion on price.

How is that not clear?

armoured_bear – in all honesty, share price is the one thing i never think about. even before the de-list, frc was a company that was saddled with debt, that hasn’t produced a thing in years, and had no license to operate. we await confirmation that they have been able to ratify the mou offered to them in 2022. then there are all those legal costs.

if they intend to take us with them into a post frc-c world then that is great. if they can fulfill the conditions of the mou and get an operating license, then that is fantastic. but that still means a lot of things need to happen to get this show back on the road. if / when we see how they plan to manage a return we can maybe start to think about a price, but right now it’s between zero and a wild guess.

i just saw ****nals post and i think a few people have mentioned 2.5p, so yes it could be that number, but we really need more information to have certainty.

No problem Bezzy,

I hope we can find the answer to that question sooner rather than later.

Hi Bezzy,

I am afraid the short answer to your timeline question is – no idea.

As we don’t really know what is in play it is hard to estimate anything, though I agree with you that some kind of resolution must happen soon if Winding Up FRC-C was a big part of any plan.

I know it's early morning in the UK, but I reckon the post at 07:33 gets Post Of The Day.

You "can't teach stupid" so it's lucky for us that we can easily ignore and filter stupid out.

Thombola - I suggest you read the message again, it clearly mentions shareholders.

Nothing wrong with action plans but they really do need to be grounded in reality. After all these years I haven’t seen anyone put forward a viable plan. As always, many of the people supporting “calls to arms” are happy to say “do it!” without them having to get their hands dirty. Bothered, but just not ‘that’ bothered, I guess.

The only interest the liquidators / lawyers will have in you is to calculate how much they can squeeze out of you in fees.

“Reverse the liquidation” What does that mean? You are going to pay Mourant $1.3m (plus costs) as a starter? I am sure Mourant will be delighted and all you will have is a still empty shell with a line of secured and unsecured creditors to deal with.

I think it was Thombola who asked about comms with liquidators (sorry for late reply). I expect the comms the liquidator is referring to is their closing statement where they report on their process, disbursements (if any) and their fees.

“Write to the court en masse” sounds fun, but it is a pointless exercise. You cannot just write to court, even if the case was still in session, which it is not. You need to retain counsel, explain your case, persuade them to accept and have counsel Petition the court. What is the case?

No one underestimates how fraught nerves are – but these “ideas” are dead ends and a waste of time. Did anyone even google Cayman law as a starting point to collect information that might be relevant?

I need to correct myself - the company case against Mourant was settled.

WhamBoy – I don’t think the website is necessarily linked to Cayman. The domain name and the company name are likely trademarked and owned elsewhere. The website has never made any reference to the Cayman Islands. Still, worth watching just in case.

The company – Frontera Resources Corporation – is, or rather was, licensed to operate in the Cayman Islands, but Frontera Resources Corporation is also licensed / registered in other jurisdictions, so it is likely they can keep using the name. The company continues to have the FRC name and several other entitles registered and able to conduct business.

ODR1 – I don’t recall any deal to pay YA via the Texas case – this was a summary judgement and has not been tested on its merits which the company is appealing. The company is counter-suing Mourant which might explain why payment was withheld.

Thanks Flyinhigh & Lifeishard - I always welcome a drink and once we get the big picture and can hopefully toast to a new direction for us all.

Monti - I am not sure what new ZM case you mean? I did talk about the fact the ZM case, which most likely thought concluded a couple of years ago only ended a couple of weeks ago and the drag this, and other acts by bad actors, slowed down the company plan. Is that what you are referring to? As for the other cases you mention, I guess that might well be one for the JOL's to figure out now. It might take a while for those cases to catch up with current events, so at the moment they are plodding along as normal. I am keeping my eye on them in case of any developments.

The game is in play and we now live or die with the company. That still has risk, but it sure beats being shafted while others run off with the spoils. We have to hope they where very confident when they hit the "GO" button.

For years we have had to endure theft! court cases! ZM! Green Capital! fake companies! Hope! criminal charges! and much more. With luck on our side we can soon leave all that madness behind. What a relief that will be.

Flyinhigh - Taiwan

Thanks Greyhorse. Lets hope there is more good news in the pipeline soon.

Thanks all, I hope you sleep better. Its 7am for me and I already need a drink!

The use of the word “shareholders” and “Frontera family” in that message is intentional and deliberate and should be a very clear signal to anyone wondering if we are, as Bezzy said, “on the bus” or not.

The day, event, or however you think of the endgame is happening right now. All you can do is buckle up for the ride and see where our chips fall. I hope we all agree, like the company or not, that the best course of action in the short term is to let the game play out. This has been meticulously planned with us in the mix all along. Just a little bit more patience please.

Madpunter / tsbs1 / Monti discussed SN. I think all three made very valid points. SN is doing all he can to right the wrongs of the past. I do believe he is committed to do right by shareholders. However, whatever emerges has to be different and there will need to be serious reflection on past events.

I think that will be it on messaging, for a short while anyway, and I hope can all agree that they have addressed the most immediate and urgent concern as best they can.

"Please rest assured that the company continues to work in the best interests of all its shareholders. Whilst we are unable to comment on current events, we will provide an update to our Frontera family soon."

As you know FRC is a privately held Cayman Exempted Company (CEC). I am also a director of a P-CEC. Our company is slightly different to FRC, but we are bound by the same rules and reporting structures that cover all Cayman listed entities.

It won’t come as a surprise to know that Cayman always favors the company. But I will ask our agent if they have any advice to share given the current situation.

I don’t know if FRC have already done so, but we occasionally move assets etc. between our various entities and sometimes between jurisdictions as the situation demands and as Cayman law allows. We cannot see any hard evidence to say FRC did the same pre-WUP, but it is a possibility.

ODR1 – Your idea has a ring of logic to it, but you must remember that for a long time now, FRC Cayman has been nothing but a shell company. It has no assets or anything of value for you to bid for.

We know this to be the case because the GOGC already confirmed that FRC was obsolete –

“…SOAG & GOGC assigned all interest, rights, and obligations of Frontera…to FRUS LLC” and “SOAG & GOGC on behalf of the Govt of Georgia…signed an MoU…from Frontera to FRUS LLC”. The full version of this was posted by ODR1 a while back.

FRUS LLC is a US registered company that, to date, remains removed from any and all court cases. This is why Hope etc. fought so hard and the court cases run and run. Try as they might, no one can get their hands on the asset.

To answer a question posed by Montiburns – the company was aware of the WUP and took no action. However, they did continue to take action in some of the other cases.

So we wait for confirmation if the share registry also sits under FRUS or another entity. Any such move would have to have taken place pre-WUP and thus planned in advance.

We did speak overnight and negotiations continue to try and get them to say something. The fact they still talk I hope means something positive.

From the start of the ZM trial to today, the company have shown scant regard to events in Cayman. Let’s hope they can soon assure us that we can also feel the same way.