Member Info for Looed

FRC is represented by two law firms (that we know of) - Taylor English and Dentons.

Dentons have just published a new promotion for their activities in Georgia. The page isn't dated but it came up as new in my browser. It does mention energy, infrastructure projects and dispute resolution:-

"With its strategic location linking Europe and Asia, Georgia is an important market for companies operating in Central and Eastern Europe (CEE), the Commonwealth of Independent States (CIS) and Central Asia. Not only is it a transport hub in terms of ports and railways, it is also a major energy corridor with oil pipelines linking Azerbaijan with the rest of Europe.

In recent years, Georgia has been successful in attracting foreign investment, by implementing economic reforms and investing in infrastructure. In 2007, the World Bank named Georgia the number one economic reformer. In 2017, Georgia was ranked 16th worldwide in the World Bank’s “Ease of Doing Business Report”.

Dentons’ Tbilisi office opened in 2017 with a team of highly ranked lawyers. With a legacy dating back to 1996, the team is among the most experienced and respected in the Georgian market. Having worked on many of the most important M&A and real estate deals, financing transactions and infrastructure projects, we offer you unique insights into the country’s legal and business environment.

We are a full service law firm in Georgia with key capabilities in Litigation and Dispute Resolution, Corporate, Banking and Finance, Intellectual Property, Energy, Government, and Infrastructure and PPP."
https://www.dentons.com/en/pdf-pages/generatenonpdf?isPdf=true&ItemId=+/TsbZrrB+kYQAdkhEAEq29VLW+tlV8ja+I+ZbQplPcw9Tgpiuf9xA==&countryKey=

Jerry Bono was the former employee / person who was 'falsely served' in the YA case which ultimately resulted in the Texas court to set aside the judgment, so sending it back to London should they wish to pursue the case again.

Ziggy - I think any shareholder would expect their broker to have at least a basic grasp of how things work in the Cayman, and at least know how to read a Gazette - The edition referred to was published 12th Oct and clearly states the companies listed run the risk of being struck off on 30th October which we know didn't happen, as should the brokers if they bothered to actually check.

ZiggyZag - I didn't read it that way, but its entirely possible your theory is correct. Perhaps it takes time for the admin side of things to be established in full. The evidence supports the company statement that FRC remains active.

I posted the message from this message from the company on 27th Aug -

“The company does not understand why certain brokerage houses are sending out this messaging."

Frontera is in the process of changing its registered agents in the Caymans.

The company has not been struck off.”

I also posted this on 27th Aug -

"Last November the translation fund bought some records from the Cayman Registry - this is the post discussing the entry for FRC

"I did company search, detailed search (turned out to be the same thing) and director search. This the info from the 3 searches

FRC has 2 directors - Luis. E. Giusti & Steve C. Nicandros

Entity Name : Frontera Resources Corporation
Jurisdiction : Cayman Islands
Registration Number : 256380
Registration Date : 17th May 2011
Entity Type : EXEMPT
Registered Office : MAPLES CORPORATE SERVICES LIMITED
P. O. Box 309
Ugland House,
South Church Street,
George Town,
Grand Cayman KY1-1104
Cayman Islands
Initial Subscriber:
Authorised Share Capital: CI$565,800.00
Nature of Business:
Financial Year End:
Status : ACTIVE
Status Date : 17th May 2011"

(The report was dated 23rd November 2020)"

StarRage also posted this on 28th Aug -

"Ilikepeas, Section 169 is about paying the annual fee, which it appeared (surprise, surprise) Frontera hadn't paid at the time of the notice. I have gone through all of the Cayman Gazettes and FRC have definitely not appeared in the list of liquidated companies, so it's obvious to assume that they subsequently paid the fee, so I would go back to AJBell and ask them to provide a Gazette listing which shows the company has been liquidated. I can assure you they won't fins one as it does not yet exist and the company is still currently alive."

I cannot see a p78

And don't forget that FRC is a nominal defendant in the original Texas case, so is 'live'.

Morning ODR1 – I don’t know if they monitor the BB, it’s certainly possible, but in this instance the message was in reply, as I had been trying to follow-up with them on this issue.

Regarding the company being ‘struck-off’. There are examples in the public record regarding the status of FRC outside of the Cayman Registry. For example, the various Texas court filings has many references to the company as “Frontera Resources Corporation, a Cayman Islands company”.

Last November the translation fund bought some records from the Cayman Registry - this is the post discussing the entry for FRC

"I did company search, detailed search (turned out to be the same thing) and director search. This the info from the 3 searches

FRC has 2 directors - Luis. E. Giusti & Steve C. Nicandros

Entity Name : Frontera Resources Corporation
Jurisdiction : Cayman Islands
Registration Number : 256380
Registration Date : 17th May 2011
Entity Type : EXEMPT
Registered Office : MAPLES CORPORATE SERVICES LIMITED
P. O. Box 309
Ugland House,
South Church Street,
George Town,
Grand Cayman KY1-1104
Cayman Islands
Initial Subscriber:
Authorised Share Capital: CI$565,800.00
Nature of Business:
Financial Year End:
Status : ACTIVE
Status Date : 17th May 2011"

(The report was dated 23rd November 2020)

Dave73 – I do believe the company is acutely aware of shareholder sentiment. Agree that RNS-R would be the ideal way to go. You mention something ‘high-level’ from them. I think the recent press statements from the company contained some very high-level information regarding the company dealings with the GG –

Frontera is working closely with the Government of Georgia to bring it back into full operation and at the same time appreciates the constructive support of the Government of Georgia.
https://www.interpressnews.ge/ka/article/668561-grin-kapitalisa-da-zaza-mamulaishvilis-mier-gaketebuli-gancxadeba-miznad-isaxavs-sazogadoebis-shecdomashi-sheqvanas which the GG replied in kind.

You also mention things being ‘delicate’ - two of the Texas cases are now in appeal, The T.I. stands, there are criminal proceedings being discussed in Georgia. As these threads are hopefully brought to a positive conclusion in the near future, I really do hope the company keeps to this commitment from June – “As we continue to advance progress, we will indeed be communicating more proactively.”

The message was gone for a while but I can see it back now.

Good morning, I have received a new message from the company, which is similar to its earlier messaging on this issue:–

“The company does not understand why certain brokerage houses are sending out this messaging.

Frontera is in the process of changing its registered agents in the Caymans.

The company has not been struck off.”

As in the other cases, the Petition states that Texas has jurisdiction over ZM given his connections to the area via FRC and that he "has directly and purposely availed himself of the benefits of the courts and laws of the State of Texas"

We know SN worked with Mourant to go after ZM, I wonder if a similar thing is happening here?

Morning ODR1 - The Petition they are involved as were "directors and officers of FIC and FRGC during all relevant times of the lawsuit..and of the ultimate parent". Agree though that it focuses more on ZM.

Whilst this case has both SN and ZM as Defendants, there is a lot of evidence that supports FRR's claims against ZM, for example -

"The (Green) Forward Contract and each subsequent amendment was entered into with the required unanimous director consent at FRC....the terms of the contract were wholly uneconomical, such that after taking account of the discounts given to Green it was unlikely the costs of producing oil would be met....this transaction was not approved by the FRC board, violated FRC's corporate governance rules...without due diligence..." and on it goes.

Also -

"Notwithstanding that ZM was fully aware of the liquidators appointment over FRGC and that his powers ceased with immediate effect, he purported to represent FRGC in proceedings commenced by Green Capital in Tbilisi City Court...and represents yet another example of ZM breaching his fiduciary duties"

WHamBoy - There is no context or explanation for the claim. It refers to the Green contract as 'purported' and on the claim the Petition only says this -

“Green Capital has indicated that is has a claim in the FRGC liquidation proceeding of $430,920,000. The liquidators dispute this claim and the amount.”

Regarding Green Capital it states that “nothing in this Petition should be construed as an admission…that Green Capitals claims..are meritorious”

There is a new case in Texas. The Plaintiffs seek compensation in excess of US$1m. The case is against both SN and ZM and covers the history and events that lead to the liquidation. The 22 page petition is scathing about ZM and the Green 'Contract', which it calls into question. It states the contract was not approved by the BoD and that ZM withheld vital information from the liquidators and breached his fiduciary duties. The liquidators dismiss a claim from Green Capital for US$430m. The Petition does say it expects the GG to terminate the PSA 'soon' (based on events at March 2021) but we know that has not happened and that recent comments by the GG all indicate that a deal is in play.

The company has been dismissive about all things Cayman so we might learn more based on their reply to this Petition.

This is the letter referred to in Pt. 21, dated 4th August 2021 -

To the Prime Minister of Georgia Mr Irakli Gharibashvili

Mr. Prime Minister,

I am writing to inform you once more that on the 24th anniversary since the start of our company’s operation in Georgia, the investment and business environment in Georgia has never been worse than what we have witnessed this year.
State institutions of the country and high-ranking officials do not recognize the supremacy of law and use courts like a weapon.

Despite the grave condition of the economy, amid the anti-American and anti-Western propaganda, the Ministry of Economy and Sustainable Development of Georgia, its subordinate Oil and Gas Agency, and Oil and Gas Corporation of Georgia deal with American and Western investments with great hostility and spare no effort to expel them from the country illegally.
Violence, threat, intimidation, and oppression of the company’s employees by the state institutions have become an unfortunate and dangerous routine for us.

The abovementioned state institutions ignored, and therefore have not enforced the effective decisions of the Stockholm International Arbitration, Grand Camber of the Cayman Island Courts, and Tbilisi City Court, respectively, and against these decisions, expropriated the private property by use of force through law enforcement authorities, misappropriated company-owned crude oil that was due for realization and as of this moment, they are making all efforts to legalize this illegal and criminal act.

In the public statement, Minister of the Economy and Sustainable Development of Georgia – Ms. Turnava made a great effort to publicly pressure the current legal procedures through the dissemination of false facts and usual misinformation.
Such actions have nothing to do with the supremacy of law, this is a kleptocracy.

Mr. Prime Minister, as you are well aware, over the years we have invested hundreds of millions of dollars and employed thousands of people. I am proud that thanks to our investments, given the grave economic conditions in the country, many families gained a decent, legal income and as you may also remember, you were no exception as well. You perfectly know how important the investments are and what profit they bring.

We are addressing you with a request to take immediate measures in order to prevent this unlawfulness, stop the oppression and violence against our company. Ensure that your subordinate governmental authorities act in accordance with the legislation of Georgia, international laws, and treaties so that the company and its employees have the opportunity to work and live in a proper, peaceful, and safe environment for the welfare of Georgia and themselves.

Sincerely,
Zaza Mamulaishvili Frontera Eastern Georgia

I think this is the company stating its position that the transfer was valid, and that said position was also supported by the Judge in granting the T.I. in Texas.

As the Minister said earlier this month - "Frontera is important to us as an American business, and very soon, I am confident that we will reach a mutual agreement," said the Minister of Economy and Sustainable Development"

Pt. 8 (final part)

WHEREFORE, PREMISES CONSIDERED,

Nominal Defendant Frontera Resources Corporation and Third-Party Frontera Resources US, LLC respectfully request that this Court order the Zaza Mamulaishvili to show cause why ZM should not be held in contempt of the June 11, 2021 Order Granting Temporary Injunction. ZM should also be held in contempt of court and confined to jail for a period of not more than six months and issued a fine of $500 as allowed pursuant to TEXAS GOoVv'’T CODE SECTION 21.002(b). In addition, or in the alternative, ZM should be also ordered to pay reasonable attorneys’' fees to Movant to reimburse Movant for the fees expended by FRC to obtain the TI Order that ZM is ignoring. This Court should also strike ZM’'s pleadings in the case.

FRC and FRUS request such other and further relief to which they are justly entitled.

DATED and FILED this 19th day of August, 2021.