Posted in: commodities-and-mining
RE: Frontera Archive31 Oct 2019 21:24
11. At all relevant times, including at the time of our appointment as the JVLs, FRCC
maintained its registered office at Maples Corporate Services Limited (“Maples”), P.O. Box 309,
Ugland House, South Church Street, Grand Cayman KY1-1104, Cayman Islands. The Memorandum
of Association of FRCC is governed by the Companies Law. A true and correct copy of the
Memorandum of Association is attached as Exhibit 2.
12. Following its entry into official liquidation, Mr. Morrison and I changed FRCC’s
registered address to c/o FTI Consulting, Suite 3212, 53 Market Street, Camana Bay, Grand Cayman,
P.O. Box 30613, KY1-1203, Cayman Islands.
13. FRCC is an intermediate holding company and part of a group of companies which all
use the “Frontera” name (collectively, the “Frontera Group”).
14. The ultimate holding company of the Frontera Group is Frontera Resources Corporation
(“FRC”), a Cayman Islands incorporated entity that is registered to do business and maintains a
principal place of business in Texas.
15. FRC maintains an office at 1201 Louisiana St., Suite 2800, Houston, Texas 77002 and
its registered agent is located at 3040 Post Oak Blvd., Suite 1100, Houston, Texas 77056.
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16. According to its website, FRC is an international oil and gas exploration and production
company whose strategy is to identify opportunities and operate in emerging markets in Eastern Europe
around the Black Sea.2
17. FRC holds 100% of the shares of Frontera International Corporation (“FIC”), a Cayman
Islands exempted company that is registered to do business and maintains a principal place of business
in Texas. Prior to the enforcement action referred to below, FIC held 100% of the shares of FRCC (the
“FRCC Shares”).
18. FIC maintains an office at 1201 Louisiana St., Suite 2800, Houston, Texas 77002 and
its registered agent is located at 3040 Post Oak Blvd., Suite 1100, Houston, Texas 77056.
19. FRCC’s principal asset is 100% of the issued share capital of Frontera Resources
Georgia Corporation (“FRGC”), a Cayman Islands exempted company. As such, the situs of FRCC’s
principal asset is the Cayman Islands. As discussed in further detail below, FIC pledged the FRCC
Shares as security in respect of certain, defaulted notes issued by FIC.
20. The directors of FRCC are Messrs. Steven C. Nicandros and Zaza Mamulaishvili, both
of whom also act as directors of FRGC, along with Mr. Giorgi Zabakhidze (“Zabakhidze,” and
collectively with Nicandros and Mamulaishvili, the “FRCC Directors”).