Member Info for Looed

I remember at the start of SN's testimony he rolled off a lot of impressive names as fellow founders of the company

Sorry hit send too soon - https://www.bakerhughes.com/lorenzo-simonelli

WHamboy - perhaps this guy - I am sure they said CEO Baker Hughes and the name sounds familiar

ZIb - as it started my time 11pm I settled for a large glass of red and equally large bowl of crisps. I had to call it a night at recess. Lots of new info revealed. Can anyone recall the name of the BOD member who quit - did they say he was CEO at Baker Hughes? The info on salary payments was very good. The info about SN paying for ZM's daughter was telling and gets her name on the record - she plays a key role in the GC set-up so we might hear more about her later on. I didn't catch that last Hearing where posters said ZM seemed confident and smug - this time he looked like he was sinking into himself.

Oopsi had posted pre-hearing there could be a chance the judge wouldn't get into the merits of the case - thankfully she seems very involved and keen to peel back the layers

Hope we get too see her ruling on dismissing ZM's jurisdiction claim soon.

Frontera Resources Corporation (“Frontera’), Counter-Plaintiff herein, files this Response to Plaintiff/Counter-Defendant Zaza Mamulaishvili’s Second Amended Special Appearance, as follows:

1. Zaza Mamulaishvili (“ZM”) continues to kick a dead horse. He has submitted himself to this Court’s jurisdiction and his “special appearance” has already been decided against him. His pleadings say he invokes the jurisdiction of this Court both “individually and derivatively.” Judge Roth has already decided he is subject to the Court’s jurisdiction by appearing “individually” and says “[h]e has submitted himself to the jurisdiction of this Court,” and “[t]hat’s without doubt.”1 His Original Special Appearance was filed without a signed Declaration to support it and fails under Rule 120(a), Texas Rules of Civil Procedure, whichrequires a “sworn motion” filed prior to any other plea, pleading or motion. His first and now second amended special appearances do not change any of that.

2. The only new argument in this second amended special appearance is that some third parties are purportedly needed to resolve this dispute. Not true. This is just a dispute between ZM and Frontera under the Employment Agreement ZM signed and is now breaching. In that agreement, ZM “agrees to submit to the jurisdiction of the courts in Texas.”3 That agreement is also subject to arbitration, but specifically permits a party to get an injunction for violating the non-compete provision as ZM is doing.4

WHEREFORE, PREMISES CONSIDERED, Frontera respectfully requests that this Court reaffirm its jurisdiction over ZM who sought the jurisdiction of the Court in the first place, and deny the special appearance.

DATED and FILED this 27th day of May, 2021.

(Going by the filing time these where filed prior to the hearing)

Counter-Plaintiff Frontera Resources Corporation (“Frontera’), files this Response (the “Response”) to Counter-Defendant Zaza Mamulaishvili’s Amended Motion to Dismiss Counter- Plaintiff Frontera Resources Corporation’s Second Amended Counterclaims for Lack of Subject Matter Jurisdiction (the “Amended Motion to Dismiss”):

1. The existence of subject matter jurisdiction has already been decided by Judge McFarland, who issued a TRO on May 4, 2021, just as the issue of personal jurisdiction over Zaza Mamulaishvili (“ZM”) has already been decided by Judge Roth in her statements on the record in this case on April 30, 2021.1 The Court has subject matter jurisdiction over this employment dispute, which is governed by a contract submitting the parties to the jurisdiction of this Court.

2. Specifically, the Court has subject matter jurisdiction over this dispute based on the Frontera Resources Corporation Executive Employment Agreement (“Employment Agreement”) ZM signed that has a “Covenant Not to Compete” for three (3) years after ZM’s termination on January 15, 2020. See, Employment Agreement attached as Exhibit 1, at ¶ 22. The Employment Agreement is also subject to arbitration, but expressly provides that a breach of this Covenant Not to Compete “shall entitle the Company [Frontera] as a matter of right, to an injunction issued by any court of competent jurisdiction, restraining any further or continued breach or violation of this covenant.” Id. at ¶ 22(e). And where, as here, ZM is stealing “Company Opportunities,” including those involving “oil and gas operations,” as prohibited by ¶22(a)(ii) of his Employment Agreement, then injunctive relief is warranted as Judge McFarland has already found.

3. And Frontera cannot go to arbitration to get injunctive relief, because it is only available from this Court under the parties’ agreement.

4. All of the rest of ZM’s arguments simply do not matter, as the Court has subject matter jurisdiction by virtue of the parties’ Employment Agreement. These arguments have also been debunked in Counter-Plaintiff Frontera Resources Corporation’s Response to Counter- Defendant Zaza Mamulaishvili’s Motion to Dismiss First Amended Counterclaims for Lack of Subject Matter Jurisdiction filed on May 14, 2021, and incorporated herein by reference.

WHEREFORE, PREMISES CONSIDERED, ZM’s Amended Motion to Dismiss should be denied.

(Also, Bryce Linsenmayer has been added as additional Counsel)

Just a reminder:-

NOTICE OF ORAL HEARING
Please take notice that Defendant’'s Motion for Application on Temporary Injunction Against Counter-Defendant Zaza Mamulaishvili is set for oral hearing on Thursday, May 27, 2021 at 11:00 a.m., in the 281st Judicial District Court, Harris County, Texas. This hearing will take place via Zoom as referenced below.
Join Zoom Meeting https://justex.zoom.us/j/82302114622

(Thats 11am Houston time)

Hi ODR1 - as per my last post, my read is that the company don't seem to be seeing this in the same way.

From the same document Counterclaim of 14/5/21 (p 2 & 3)

1. ZM's motion to dismiss is perposterous as it is based on numerous false premises and must be denied. The first premise that Frontera is not the owner of its assets is entirely false as all such assets and money consolidate up into the parent company, Frontera, as the beneficial owner. Frontera’s wholly owned subsidiaries have had only operating responsibilities over time, and are not the ultimate owners of any of the assets of Frontera.

2. The second false premise is that the assignment to Frontera Resources US LLC (“FRUS”) from Frontera Resources Georgia Corporation (“FRGC”) of the right to operate these assets (“Assignment”) did not go through, which is completely false as ZM approved the Assignment so it is binding on him. The Assignment between two wholly owned subsidiaries of Frontera also did not require the approval of the government of Georgia under the Production Sharing Contract and Refinery Study (the “PSC”), and specifically Article 27 of the PSC.

3. Third, ZM’s allegations that the Assignment of the PSC to FRUS has been nullified by language in an arbitration award is untrue, as the government of Georgia has suspended any termination of the PSC (the “Suspension of Termination”).

4. Fourth, ZM’s allegation that FRGC still had the right to operate under the PSC even after ZM approved the Assignment assigning such right to FRUS on April 13, 2019, is absurd, and contradicts ZM’s own approval of the Assignment, twice, on April 15, 2019 (the “First Notice”)7 and April 24, 2020 (the “Second Notice”).

5. Fifth, ZM’s allegation that FRGC still had the right to operate under the PSC even though he approved the Assignment of that right to FRUS is again completely false. After this Assignment, there was also nothing for Outrider Master Fund, LP (“Outrider”) or any other company to foreclose upon with respect to FRGC’s operating interest under the PSC in any liquidation process in the Cayman Islands.

6. Sixth, ZM’s allegation that a company called Green Capital Ltd. (“Green Capital”) owns a 50% operating interest in the PSC through FRGC is false, because FRGC no longer has any interest under the PSC to takeover. This argument also makes no sense as Green Capital has no track record, experience or expertise in the oil and gas industry and is operated by a radiologist with ties to ZM’s family. This argument has been rejected by the Court in Georgia and should be rejected by this Court.

This is from p6 of the FRC Counterclaim filed 14/5/21:-

In his Motion to Dismiss, ZM argues that an international arbitration tribunal found on April 17, 2020, that Frontera failed to comply with article 27.3 of the PSC in transferring the operating rights from one of its subsidiaries to another, but that was the purpose of ZM’s Second Notice of such transfer dated April 24, 2020, which cured that alleged lack of compliance.

What ZM also neglects to tell the Court is that the government of Georgia has suspended this purported decision to allow Frontera to continue to operate through its wholly owned subsidiaries:

“SUBJECT: SUSPENSION OF TERMINATION NOTICE”

“We refer to the Production Sharing Contract and Refinery Study dated 25 June 1997 (as amended, the “Contract”) among LEPL the State Agency of Oil and Gas (“SAOG”), JSC Georiga Oil and Gas Corporation (“GOGC”) and Frontera Resources Georgia Corporation (“Frontera”). Capitalized terms wherever made in this letter, which are not otherwise defined herein, have the meaning ascribed to them in the Contract.

With this letter we would like to inform you that the notice of termination, dated 27 April 2020 (SAOG letters #04-130 and #05- 131), with regard to Petroleum Operations issued based on the provisions of Article 30.2 and 30.4 of the Contract due to a material breach of the Contract committed by Frontera, is temporarily suspended.”

Thus, any termination of the PSC based on any purported ruling by an arbitration panel has been suspended by the Georgian government.

Arsenal221 - the last para regarding the 5% Royalty is taken from Exhibit 4 filed 14/05/21 - ' Farmout Agreement Between FRGC and FRUS LLC Relating To Block 12'. It's an image file so I haven't been able to copy it, but maybe others can figure it out.

This is part of a post by Oopsi dated 5/5/21:-

The key was the letter signed by ZM on the assignment which effectively estopped him from making the transfer to GC. The judge said: “Frontera assigned operational control and ownership of its business in the country of Georgia to its wholly owned subsidiary Frontera Resources U.S. LLC ("“FRUS”") on April 13, 2020, and Mr. Mamulaishvili actually signed the assignment (the "“Assignment”") that consummated the transaction. This letter was signed by Mr. Mamulaishvili as President and CEO of FRGC, thus there is no doubt that Mr. Mamulaishvili was aware that this assignment occurred.

This finding was key: “In particular, Green Capital, LLC, is 100% owned by Mr. Mamulaishvili’'s cousin and operated with the help of other family members, including his son and daughter”. Absolutely crucial given ZM’s assertions that he had no family connection with GC. Once a judge realises he is being lied to then your credibility is gone and they will do everything they can to find against you. The judge added: “This included remaining as a director of FEG for illicit purposes despite his prior dismissal”. “Mr. Mamulaishvili purported to represent FRGC in the court proceedings, in collusion with Green Capital. Mr. Mamulaishvili knowingly misrepresented to the court that FRGC still had legal ownership and also agreed without objection to handing over the company’'s assets to his cousin at Green Capital” “As further evidence of his conspiracy to act in concert with Green Capital to convert Frontera assets, Mr. Mamulaishvili signed a joint statement on March 31, 2021, in which FRGC waived any right to appeal the decision”.

Para 10 is very interesting:

“10. On April 13, 2019, Frontera’'s wholly owned subsidiary, FRGC, assigned 100% of its ownership interest in FEG and all of the corresponding rights and obligations under the PSC to another of its wholly owned subsidiaries, Frontera Resources US, LLC ("“FRUS”"), as part of a corporate financing transaction between the two subsidiaries. The assignment was signed by Mr. Mamulaishvili and is attached to the Declaration of Steve Nicandros as Exhibit 1-B. This assignment was explicitly permitted pursuant to the provisions of the PSC.”

The last part is the first time I have seen any judicial recognition of this assignment being legal (ZM said the arbitration and GOGC said it wasn’t).

Pt.3

FRGC HAD NO OPERATING INTEREST TO FORECLOSE UPON IN THE CAYMAN ISLANDS (their caps not mine)

16. Because FRGC had no operating after approving the Assignment of same to FRUS on April 15, 2019, ZM’s allegation that such interest was foreclosed upon by liquidators in the Cayman Island is equally unavailing. FRGC had no such interest to foreclose upon. Instead, all FRGC had left was a 5% royalty interest in Block 12, and if Outrider got anything it got that royalty interest.26

Note 26 is from the farmout agreement that reads :-

FRUS shall pay to FRGC 5% royalty on all production from Block 12 for so long as FRUS is entitled to its sharing allocations as provided in Article 7. (Article 7 covers cost recovery, profit and expenses)

Pt.2

Mr. Mamulaishvillii’'s manipulation, deception and obfuscation were so premeditated that nine months after FRGC assigned its interest in FEG to FRUS, Mr. Mamulaishvili founded a Georgian entity by the same name as the U.S. entity which held all rights in the PSC, that being the Georgian Company filed on January 15, 2020 in the name Frontera U.S. LLC thus demonstrating Mr. Mamulaishvillii’'s pre-calculated attempt to steal assets from Frontera and improperly compete with Frontera in the Country of Georgia.

Additionally, upon information and belief, he conspired with his cousin, Otar Urushadze, to register Stream Georgia, Ltd. and subsequently change the ownership of Stream to his daughter, Manana Mamulaishvili. Upon information and belief, Mr. Mamulaishvili, through his relatives, improperly competed with Frontera using Stream. Further, Mr. Mamulaishvili also conspired with his son, Nikoloz Mamulaishvili, in January 2020 to cause his son, Nikoloz, to wrongfully create two fake Frontera companies in Georgia, those being Frontera Trading, Ltd and Frontera US, Ltd. Both of those companies also have improperly competed with Frontera in violation of Mr. Mamulaishvilii’'s covenant not to compete and the duties Nikoloz Mamulaishvili and Mr. Mamulaishvili owed to Frontera as loyal employees.

Frontera owned, possessed, or had the right to 100% of its ownership interest in FEG and all of the corresponding rights and obligations under the PSC by virtue of FRGC’'s April 13, 2019 Assignment of 100% of its ownership interest to FRUS and FRUS’' reciprocal intent to assume these rights and obligations under the PSC and become a party to the PSC and accordingly a shareholder and owner of 50% ownership interest in FEG. As these rights related to oil, gas and other minerals severed from realty, they constitute personal property that can be converted. Mr. Mamulaishvili wrongfully exercised dominion or control over the property and Frontera suffered injury as a result thereof.

(Cayman isn’t mentioned in this Counterclaim, but as a reminder here is what FRC stated in its previous filing)

Thus, ZM in signed writings has agreed with and confirmed the assertions in Frontera’s Counterclaim that its wholly owned subsidiary, FRUS, has the right to operate by assignment from FRGC and that FRGC has zero operating interests at this point. ZM is estopped from arguing otherwise.

ZM is also estopped because he signed corporate Resolutions that approved of the transfer and assignment of any operating interest from FRGC to FRUS, thereby leaving FRGC with zero operating interest in connection with the oil and gas interests of Frontera in Block 12 under the PSC.25

Some new information (joining FRUS as counter-Plaintiff) and some more meat on the bones of info we have already seen

Pt.1

Nominal Defendant Frontera Resources Corporation (“"Frontera”" or "“the Company”"), without waiver of its pending appeal of the Court’'s denial of Defendants’' Motion to Compel Arbitration and Stay Proceedings, files this Second Amended Counterclaim, Permissive Joinder of Frontera Resources US, LLC ("“FRUS”") and Application for Temporary Restraining Order ("“TRO”"), Temporary Injunction and Permanent Injunction Against Counter-Defendant Zaza Mamulaishvili ("“Mamulaishvili”"), and permissively joins Frontera Resources US, LLC as Co- Counter-Plaintiff

Frontera also permissively joins its wholly owned subsidiary, FRUS, as Co- Counter-Plaintiff, pursuant to Rules 39(a) and 40(a) in an abundance of caution due to Counter-Defendant Mr. Mamulaishvili’'s argument that Frontera does not have standing to assert the claims herein, which Frontera denies. Frontera and FRUS, together as Co-Counter-Plaintiffs assert their claims herein against Mr. Mamulaishvili by virtue of their interests in the PSC: (a) FRUS as assignee of 100% of FRGC’'s ownership interest in FEG and all of the corresponding rights and obligations under the PSC; and (b) Frontera asserts these claims against Mr. Mamulaishvili as beneficial owner of all assets and proceeds of its wholly owned and controlled subsidiary, FRUS, which financial results are consolidated up to the financial statements of Frontera.

Specifically, as part of a corporate financing initiative that involved a transaction between two wholly owned affiliates, FRGC, another wholly owned subsidiary of Frontera, assigned operational control and ownership of its business in the country of Georgia to its wholly owned subsidiary FRUS on April 13, 2020, and Mr. Mamulaishvili actually signed the assignment (the "“Assignment”") that consummated the transaction. Frontera provided notice to the Georgian Oil and Gas Corporation of this Assignment by letter dated April 15, 2019. This letter was signed by Mr. Mamulaishvili as President and CEO of FRGC, thus there is no doubt that Mr. Mamulaishvili was aware that this assignment occurred.

After Frontera terminated Mr. Mamulaishvili for cause on January 15, 2021, Frontera discovered that Mr. Mamulaishvili had been forming companies to carry on the business of Frontera run by his family members, and tried to transfer the PSC to Green Capital, a company associated with other Mr. Mamulaishvili family companies, all in violation of his Employment Agreement. Specifically, companies similar to Frontera’'s name were opened by Mr. Mamulaishvili through his son, Nikoloz Mamulaishvili, including Frontera U.S. LLC formed on January 15, 2020

FRC have filed more documents which include a Second Amended Counterclaim, Amended Declaration by SN, the Assignment letter, registration docs related to the various Georgian entities and ZM family connections and the letters firing ZM and the organizations that FRC will be using to handle their legal, financial and operational matters.

A new filing with regard to the above (hearing date and time remain unchanged) -

NOTICE OF ORAL HEARING
Please take notice that Defendant’'s Motion for Application on Temporary Injunction Against Counter-Defendant Zaza Mamulaishvili is set for oral hearing on Thursday, May 27, 2021 at 11:00 a.m., in the 281st Judicial District Court, Harris County, Texas. This hearing will take place via Zoom as referenced below.

Join Zoom Meeting https://justex.zoom.us/j/82302114622

The original motion related to this hearing was for ZM to present his case for the FRC counterclaim to be dismissed citing lack of jurisdiction.

ODR1 - I suggest you carefully re-read the message from the company. This point, and many others, are specifically dealt with.

The law firm representing Mourant have now written to ZM's lawyer and law firm attaching a copy of the judges order, so it would seem ZM has finally been Served.

Ivy - SN remains a defendant in the Mourant case with his own counsel. In helping Mourant, both parties have successfully had the case reinstated. This is because the court in the ZM v SN etc case has found it has jurisdiction by the fact ZM himself launched the action. We don't know all that is going on, but it would seem to be a tactical error on the part of ZM.

The court has issued an Order that ZM can now be considered served by leaving a copy of the citation with anyone at the office of ZM's Houston law firm or by affixing the documents to the law firms door. Regardless of any reply, or failure to reply, ZM will be considered duly served.

Remember that SN is now supporting Mourant in going after ZM.