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Ministry of Justice of Georgia
National Agency of Public Registry
Decision # B19044710 / 8 (18/06/2019 14:08:10)
On termination of registration proceedings
National Public Registry Agency Receives Application # B19044710 16/04/2019 17:58:36 (
Applicant: Giorgi Janiashvili / 01025015919 /), requesting that the entity be registered
Data change registration.
Legal form: Limited Liability Company
Identification Code: 204905674
The suspension of registration proceedings was not filed within the deadline
Information confirming the elimination of the grounds under paragraph 2.1 of the Decision /
Document,
Adopted in accordance with Article 22 (b) of the Law of Georgia on Public Registry
Decision on termination of registration.
The decision shall enter into force upon publication.
The decision may be appealed to the Public Registry within 30 calendar days of its publication
At the National Agency (address: Tbilisi, N2 Beach Street) and only after a court order.

The following 5 posts were posted by Sycric starting @ 11:18 :-

Another Interesting one
Ministry of Justice of Georgia
National Agency of Public Registry
# B19044710 / 7 (17/06/2019 10:37:26)
National Public Registry Agency Receives Application # B19044710 16/04/2019 17:58:36 (
Applicant: Giorgi Janiashvili / 01025015919 /), requesting that the entity be registered
Data change registration.
Legal form: Limited Liability Company
Identification Code: 204905674
The ground for the suspension was not eliminated, in particular it is not represented by Decision B19044710 / 5
Requested Partner of JSC Georgian Oil & Gas LLC (Frontera East Georgia LLC) (J / N 204905674)
Consent of the Gas Corporation ”(SO 206237491).
April 18 and 19, 2019 represents 50% of Frontera Western Georgia LLC (JSC 204905674)
Letters of Owner Partner JSC Georgian Oil and Gas Corporation (J / N 206237491)
(180188/17 and 184042/17), according to Frontera Resources Georgia Corporation and LLC
Frontera Resources USA On April 15, 2019, LCL sent a written notice to JSC
"Georgian Oil and Gas Corporation" (N / A 206237491) and "Frontera Resources" Georgia
By Fronteira Resources LLC LLC On the Transfer of Share to LLC. As
These letters explain that the document was not accompanied by any documents which
Would confirm that Frontera Resources LLC LLC has financial and technical support
Opportunity to fulfill contractual obligations and LLC Frontera
Resource US LCL agrees to the contract in respect of the interest transferred to it
Assumes the foregoing conditions and undertakes to fulfill them.
Thus, since there is no written consent from the State, the public registry
The National Agency is deprived of the opportunity to find out whether the party has performed the "production."
Equity Distribution and Processing Plant Study Contract ”
Obligations.
Deadline for submitting additional documentation / information: 17/06/2019

Posted by Sycric @ 20:59, 21:42 and 21:50 yesterday :-

Another company
Hi all, haven't said much recently but it's worth mentioning that another frontera business started in georgia last month linked to frontera US and director was zaza. I still believe there is stuff going on in the background, I haven't heard of any job losses. When I do that might change my opinion, people do not work for free...

Sycric

There's me thinking you would all just believe me.

Screenshot
https://imgur.com/0u4352F

Linked to this, set up 3 years ago.

https://opencorporates.com/companies/us_tx/0802558654

Posted by Ivyspivey2 @ 16:54 and 16:58 yesterday :-

Petition for Supervision Order
Any thoughts on this from FTI in Caymans

https://www.offshorealert.com/frontera-resources-caucasus-corp-cayman-islands-liquidation-supervision-petition.aspx

Supervision Order
Application for supervision orderA voluntary liquidator must apply to the Grand Court for an order that the liquidation continues under the Grand Court's supervision unless, within 28 days of the liquidation, the directors sign a declaration of solvency. A declaration of solvency is a declaration that the company will be able to pay its debts in full (with interest) within 12 months of the commencement of the liquidation. The making of a supervision order converts a voluntary liquidation to an official liquidation; and the provisions of Part V of the Companies Law (being the provisions applicable to a winding up by the court) will apply.So is this an application by FTI to bring the JVL under the supervision of the courts despite the DOSEven after a declaration of solvency is made, the liquidators or any creditor or member can apply to bring the liquidation under the Grand Court's supervision if the company is or is likely to become insolvent, or court supervision will facilitate a more effective, less expensive or quicker liquidation of the company in the interests of the creditors and members.

Frontera Resources wants to challenge the results of the Dolphin site development competition
This company was the initiator and one of the participants in the competition for the development of hydrocarbons within the Dolphin site
JULY 30, 2019, 11:45
Frontera Resources wants to challenge the results of the Dolphin site development competition
Photo credit: pixabay.com
Frontera Resources (USA) is preparing a lawsuit against the Interagency Commission on Organization and Conclusion of Product Sharing Agreements and the Department of Energy and Coal Industry. The press release is Frontera Resources.
Frontera Resources was the initiator and participant of a competition for the development of hydrocarbons within the Dolphin section of the Black Sea offshore under the Production Sharing Agreement (PSA).

“We are disappointed by Prime Minister Volodymyr Groysman's ambiguous statement that the Dolphin competition was not representative enough, not competitive enough, and generally did not live up to expectations regarding the entry of Ukrainian producers to the world market of gas producers into the Ukrainian market and therefore he would consider launching a new tender to attract a gas offshore company on the Ukrainian Black Sea shelf, ”said Zaza Mamulaishvili, President and Founder of Frontera Resources.
Four companies have applied for the competition. According to the company, the Interdepartmental Commission violated the procedure of conducting the competition, in particular, the evaluation of participants' applications, determined by the law of Ukraine "On Production Sharing Agreements". It is because of these violations of law that one of the contestants - Caspian Drilling International, owned by the Azerbaijan national company SOCAR, even withdrew its application from consideration.
In accordance with the requirements of the PSA Law and the relevant Cabinet resolution, the Interdepartmental Commission was to prepare and submit to the Government conclusions and proposals to determine the winner of the competition no later than July 13, 2019. However, according to the company, these requirements were not properly met. Thus, if the CMU announces the winner of the competition, this decision will be made in violation of Ukrainian law.
“In the event that the PSA contest for the Dolphin site is not canceled, Frontera Resources reserves the right to go to court. In our opinion, the process of preparation of the competition and its conduct are in conflict with international practice, "- says Mamulaishvili.
Frontera Resources is a privately owned oil and gas company founded in 1996 in Houston, Texas. Since its inception, the company has invested in oil and gas projects worldwide, finding and confirming reserves of over 14 billion barrels of oil and over 30 trillion cubic meters of gas.
Earlier it was reported that Trident Acquisitions Corp. was recognized as the winner of the competition for the development of the Dolphin hydrocarbon section.

The following two posts @ 12:57 and 12:56 were posted by FinnFCR :-

Posted two hours ago....
https://mind.ua/news/20200330-frontera-resources-hoche-oskarzhiti-rezultati-konkursu-na-rozrobku-dilyanki-delfin

Seem to be very talkative here zaza. Why not talk to shareholders instead of trying to go to court again over a PSA you didn’t win.

Posted by Oopsi @ 16:48 :-

Ukraine contest
Ukrainian gas: Ponomarev has a rival for Dolphin - an American Zaza Mamulaishvili
2 hours ago Economy 99 1
According to " Burilki ", representatives of the American Frontera Resources businessmen Steve Nikandros and Zaza Mamulaishvili came to Kiev. This company was the initiator of the contest for "Dolphin". Frontera Resources works in Georgia and Moldova, but no major projects have yet been implemented. According to "Burilka", the company, before launching the competition, went to Igor Kononenko, who was looking at the energy sector, and lobbied it before the Minister of Energy Igor Nasalyk. I was in charge of this process, Vladimir Ignashchenko, adviser to the Minister of Energy. However, in the course of the competition, Kononeko and Nasalik arose interest in Ilya Ponomarev's company Trident Black Sea. She also won. But. Now Frontera Resources arrives in Kyiv and holds meetings at the US Embassy to help contest the contest. And in the embassy they can help - because Ponomarev does not hide his ties with Soros, and that enemy is Trump. Groisman decided to go away.
https://site.ua/andrey.kovi/21654-ukrainskiy-gaz-u-ponomareva-narisovalsya-konkurent-za-delfin---amerikanets-zaza-mamulaishvili/

Posted by ZiggyZag @ 11:23 :-

Asset Transfer
We have heard nothing negative so far re the transferring of assets since we learned about it in court docs.

I think in other docs somewhere there was a line saying something like once enforcement was served then terms of the original agreement ceased to be in force ....any legal bods looking in able to confirm ?....

If above is correct timings of various events would be important.

Looking over docs shows :
1. April 17th ......OMF instructs Maples to send enforcement notice
2. April 26th .....Frontera say although enforcement notice has been issued no action yet commenced.
3. May 1st .......FRCC put into liquidation .
4. May 2nd .....Hope side say...The transaction proposed in April a farm out agreement with a Frontera entity allegedly not subject to the Outrider Note obligations was executed, thereby purporting to transfer all of Frontera Resources Georgia Corporation’s(“FRGC”) oil and gas
assets in exchange for a 5% royalty interest and debt relief unrelated tothe
Notes and of highly questionable veracity
5. May 3rd Hope resigns

Can’t find any thing that states specifically when notice served but assuming it did not happen before April 17th that gives maximum 13 days to initiate transfer after enforcement notice presented but before Liquidation notice served 1st May.

If we transferred after notice served but before May 1st does that then put transfer in the clear due to note obligations ceasing .
Hope was still director but would any veto right he may held re potential removing of assets disappear with serving of notice along side releasing Frontera from note obligations .

Importantly In 4. above Hope side refer to transfer as being “highly questionable veracity,” quite strong words , but not as strong / direct or definitive as ......illegal against note obligations .

All ifs & buts but as I said above no one involved seems to be making any noises about transfer , assume it would be up to liquidator to challenge .

Any info re asset transfer date ( key maybe ) or , do agreement terms cease when enforcement served most welcome .

Posted by WHamboy @ 01:57 :-

I would like to play Devil's Advocate for a moment or two. Rather than assuming that our FRR shares still hold some value, suppose instead that they hold no value. Why therefore would Hope, under this alternative thesis, be going after ZM/SN personally via the courts?
1. Is he going after ZM/SN simply because there is no point in going after FRR any more as it is effectively unable to pay any award made against it? This is possible, and perhaps implied by the court case filed against us by our own lawyers in the Caymans. Note however that if the FRR shares were worthless, Hope wouldn't give ZM/SN the option to pay him shares in lieu of the default. It just wouldn't make sense for Hope to do so. ZM/SN would simply issue him 500 million shares knowing that they were worthless. Hope would have been "paid" in shares, but it would have gained him nothing. So we have to assume that the FRR shares do in some way have value.
2. If the shares only have residual value, ie FRR is bankrupt and its only value is as part of a liquidation of its assets, what would Hope be hoping to achieve? He is already the primary creditor, able to call on any residual FRR assets in any liquidation and is first in this queue in this process. So getting these shares offers him nothing new and suggests other reasons are behind his latest court action.
3. Is he after voting rights that these new shares would offer him? FSHG members have 4.4 billion shares, ZM/SN even more (even after giving Hope 0.5 billion) so voting rights don't seem to matter. Hope would easily be out-voted in any agm etc, and he would know that, and this suggests that Hope is not after the voting rights.
4. Has Hope shorted FRR and like us was caught-out by the de-listing? Does he need these shares to effectively counteract the damage that these shorts would create on a re-listing? I personally doubt this: for one thing he would be extremely foolish to have personally shorted FRR given his FRR directorship. If the court-case has taught us anything about Hope, it is that he is not stupid. He may have sold information to others who are now in real danger if a re-listing occurs, but probably not himself. And lets not forget that FRR allege that he was personally responsible for creating the de-list itself.
So in conclusion, at the moment, the only other reason that I can think of why Hope has filed this action is because he knows there is indeed real value in FRR and his 500 million shares would be worth more than the money he is presently owed. He wants the shares now before FRR are able to pay him in cash. Its for this reason that ZM/SN are refusing to pay him until that cash has arrived. This whole saga may be stressful and time-consuming, and the end of the tunnel is still to show itself, but it does look as if it may soon offer us all a good chance to come out of this with some money in the bank. GLA

Posted by CF73 @ 22:13 yesterday :-

Where we are right now?!?!
My interpetation of this sitiuation stripped down to the bare bones.

FRR found themselves with OMF after after debt sold on, learning very quckly of what Hope was after and the duplicity he would stoop to

OMF/Hope started to pile the pressure

By time of September to December, 2018, all had come to a head (with attempted default) and legal proceedings initiated

First judge Kawaley at Caymans ruled against FRR initially, and then intimated that perhaps we had a stronger case. However nothing concrete emerging, leaving Caymans action dissatisfactory

Legal action moved to California

Judge there not at all sympathetic. FRR seemingly not able to gain traction.

Sometime in that period, FRR succeed in securing DoS. FRR now twelve months to pay of the debt.

August jury trial due. Nothing for FRR to lose they are plaintiffs.

In the meantime, we hear of the Caymans lawyers taking action against FRR for unpaid legal bills.

In the meantime, again, we learn of Hope going after ZM and SN directly, for either 500, 000, 000 shares or cash or a mix of both. This latter action now confined to legal proceedings directly against ZM and SN suggests that Hope/OMF now know they have failed in their plan to secure [i.e. steal] FRR's Georgia assets.

The combination of DoS (and no news since of any issue with it) and this latter action by Hope against ZM and SN suggests that FRR have almost cetrainly broken free of the mess. Though will take a bit more time before this is clear and a bit longer till we hear.

Everything else, including Caymans lawyears actions and Hopes action against ZM and SN, is all noise.

Good luck to all the genuine folks here!

Posted by Madpunter @ 18:57 :-

The big picture
As the world moves towards a lower carbon model, then off-shore drilling with the extra risk (think about the BP spill in the Gulf of Mexico) will decline. Some projects will never come into production. The world will still need oil and gas, but the emphasis will be on gas for fuel in the transitional period. As for the oil which will still be required for non-energy uses, the emphasis will be for on-shore. With this in mind and BP waiting in the wings to sign on the dotted line, why would FRR want the Dolphin License? Furthermore, the Russian annexe of the Crimea would add to the risk of the venture becoming profitable. IMHO FRR initiated the tender process to get rid of the license, as BP were not interested in another off-shore venture. IMHO FRR is close to signing a deal with the super majors and the court cases are just as Kickmuck referred to as 'just noise'.

Posted by BezzyBushFire @ 19:11 :-

Evening MadPunter,

I'd recommend sticking your 18:57 post into the Frontera archive. We're going to look back in the not-too-distant future over these retained posts and I don't think you'll be far off the mark.....

Remedies Code, Outrider is entitled to recover the reasonable and necessary attorneys’' fees and costs it incurs in prosecuting this action. C. Conditions Precedent. 39. All conditions precedent to Outrider’s entitlement to recovery have been performed, excused, waived, or otherwise satisfied. V. CONCLUSION AND PRAYER WHEREFORE, PREMISES CONSIDERED, Plaintiff requests the following relief: A. B. Defendants be cited to appear and answer herein; and On final trial of all causes of action that Plaintiff has judgment against Defendants for their actual damages, interest to the extent allowed under applicable law, together with costs, taxable disbursements, pre- and post-judgment interest, reasonable attorneys' fees, and such other and further relief, both at law and in equity, general and specific, to which Plaintiff proves it is justly entitled. Respectfully submitted, By: Ross H. Parker__________ Ross H. Parker Texas State Bar No. 24007804 rparker@munsch.com John D. Cornwell Texas State Bar No. 24050450 jcornwell@munsch.com Natalie A. Sears Texas State Bar No. 24098400 nsears@munsch.com MUNSCH HARDT KOPF & HARR, P.C. 500 N. Akard, Suite 3800 Dallas, Texas 75201 (214) 855-7500 (telephone) (214) 855-7584 (facsimile) COUNSEL FOR PLAINTIFF

30, 2018, and caused it to be in default under the Note no later than October 10, 2018, for its failure to cure same. Frontera has not subsequently cured its default or made any payment, including payment of the Deferred Interest, to Outrider. 32. By defaulting and failing to timely cure its default under the Note, Frontera has breached its covenants with, and has thus injured, Outrider. 33. Because of Frontera’s default under the Note, Defendants Nicandros and Mamulaishvili, as Guarantors, bear personal liability under the terms of the Individual Guaranties. 34. As provided in the Individual Guaranties, the Guarantors are personally obligated to pay the Deferred Interest in full, whether by cash payment, delivery of the Pledged Shares, or a combination of both, to Outrider following Frontera’s failure to pay the Deferred Interest. 35. Outrider, as Initial Holder under the Note, has made demand upon Nicandros and Mamulaishvili, and they have failed and refused to perform under the Individual Guaranties. 36. By failing to satisfy their respective joint and several obligations as required under the Individual Guaranties, Nicandros and Mamulaishvili have breached their covenants with, and have injured, Outrider. Accordingly, Outrider is entitled to judgment against Nicandros and Mamulaishvili, individually, at law or in equity, to recover damages and for other equitable relief as set forth below. B. Attorneys' Fees and Costs. 37. 38. Plaintiff incorporates the preceding paragraphs by reference for all purposes. As a result of Frontera’s defaults under the Note and the Guarantors’ defaults under the Individual Guaranties, it has become necessary for Outrider to retain the services of the undersigned attorneys. Pursuant to Section 38.001, et seq., of the Texas Civil Practice and

Onshore, LP (“Onshore”), both of which are Outrider affiliates. Outrider, a Cayman Islands entity and noteholder to FIC, is not a party to the California lawsuit. 28. The California District Court has recently denied Frontera’s requests for a temporary restraining order and preliminary injunction. As a result, no injunction is currently in place against Outrider or any of its affiliated entities or principals. The Court also issued a sanctions order against Frontera and its counsel for failure to disclose the existence of the Cayman Islands action (and related denial of injunctive relief in that proceeding) as required by local California rule. Outrider subsequently filed an answer and intends to seek a final adjudication on the merits in that proceeding. For jurisdictional reasons and, specifically, in light of the Guarantors’ refusal to submit to jurisdiction in Frontera’s chosen Californian forum, Outrider initiates this suit in Houston, Texas. 29. To date, no payment of scheduled interest or principal obligation, whether in cash or in kind, has been made by Frontera or any other party acting on behalf of Frontera. As a result of its default, and consistent with Outrider’s rights under the Note and Cayman Islands law, FRCC was placed into a voluntary liquidation process initiated by the Collateral Agent named in the Collateral Agency Agreement, executed in connection with the Note issuance. IV. CAUSE OF ACTION A. Breach of the Individual Guaranties by Nicandros and Mamulaishvili. 30. 31. Plaintiff incorporates the preceding paragraphs by reference for all purposes. Frontera covenanted and agreed in the Note to abide by all promises and obligations contained in the Note, including the timely payment of interest. The failure to make any interest payment as they come due, including the Deferred Interest, constitutes an Event of Default under Section 8.2 of the Note. Frontera failed to pay the Deferred Interest on September

performance” with respect to the Deferred Interest. Neither Nicandros nor Mamulaishvili have performed in accordance with their contractual obligations as guarantors. 24. As a result, Frontera is, inter alia, in payment default under the Note, and Nicandros and Mamulaishvili are personally, jointly, and severally liable for the Deferred Interest payment pursuant to their Individual Guaranties. C. Frontera’s Efforts to Prevent Outrider’s Collection of Amounts Owed under the Note and Individual Guaranties. 25. Since Defendants’ respective defaults under the Note and Individual Guaranties, Frontera has filed lawsuits in the Cayman Islands and the Northern District of California seeking to prevent Outrider from collecting on the Notes and foreclosing upon its collateral. Specifically, on October 11, 2018—one day after Defendants’ failure to pay became an official “Event of Default” under the Note—Frontera filed a lawsuit against Outrider and its principal, Stephen Hope (“Hope”), in the Grand Court of the Cayman Islands, seeking injunctive relief to prevent Outrider and Hope from exercising any and all remedies against Frontera. 26. Although an ex parte injunction was initially entered in favor of Frontera, delaying Outrider’s enforcement of rights, the Grand Court eventually denied Frontera’s request for injunctive relief pending trial on the merits. Frontera subsequently dismissed its Cayman Islands suit on April 15, 2018, with consent from Outrider on condition that Frontera pay certain costs (in an amount no less than $100,000.00) to Outrider. 27. One day prior to dismissal of the Cayman Islands suit, and without notice to Hope or any Outrider entity, Frontera initiated a nearly identical lawsuit in the United States District Court for the Northern District of California, again seeking ex parte injunctive relief. In that action, Frontera initiated suit against Hope, Outrider Management, LLC (“OML”) and Outrider

In connection with and as integral part of the Third Amendment, the Deferred Interest was guaranteed to be paid by both Nicandros and Mamulaishvili, who thereby personally guaranteed Frontera’s “due and punctual performance” of the Deferred Interest payment; and, in connection therewith, the Guarantors promised to provide, as a continuing security, a total of 500,000,000 Ordinary Shares of Frontera (“Pledged Shares”) owned and/or controlled by them (the “Individual Guaranties”). Further, the Guarantors agreed “not to sell, transfer, grant options over, dispose of, assign, or create an encumbrance over the Pledged Shares as long as the Deferred Interest obligation is outstanding.”5 B. Defaults under the Note and Individual Guaranties. 20. Frontera failed to tender the Deferred Interest on September 30, 2018. Following that date, Outrider made demand upon Frontera for payment of the Deferred Interest. 21. Under Section 8.1(b) of the Note, the failure of Frontera to “pay any interest, fees or expenses or any of its other obligations” under the Note within ten (10) days after such payment is due is an Event of Default.6 Following such an Event of Default, the Note provides Outrider with certain remedies, including but not limited to the right to accelerate the remaining principal balance due under the Note and demand payment of all unpaid interest.7 22. cure period. 23. Frontera failed to make the Deferred Interest payment during or after the ten-day As a result of Frontera’s default and its failure to timely pay the Deferred Interest, Nicandros and Mamulaishvili became personally liable under the Individual Guaranties to provide Outrider with the Pledged Shares or otherwise satisfy Frontera’s “due and punctual 5See Exhibit “B,” ¶ 3. 6See Exhibit “A,” § 8.1(b). 7See Exhibit “A,” § 8.2. Page 6 PLAINTIFF'S ORIGINAL COMPLAINT

amended and restated, the “Note”), executed December 20, 2016, in the principal amount of $22,910,094 due and payable by Frontera to Outrider in 2020.2 15. Under the terms of the Note, interest accrued and was to be paid quarterly in arrears each March 31, June 30, September 30, and December 31, beginning on December 31, 2016, and ending on the Note’s maturity date of August 1, 2020. As set forth in Section 1.3 of the Note, interest accrued on the outstanding principal at a rate of ten percent (10%) per annum if the Note balance was paid in cash or twelve percent (12%) per annum if the Note balance was paid in kind. Moreover, for certain periods, an “Interest Increase Triggering Event” (as defined in the Note) would cause the interest rate to increase by eight percentage (8%) points per annum. 16. Repayment of the Note is secured by one hundred percent (100%) of the Capital Stock of Frontera Resources Caucasus Corporation (“FRCC”), a wholly-owned subsidiary of Frontera.3 17. The Note was amended by that certain First Amendment to Note Agreement effective as of March 3, 2017; and subsequently amended by that certain Second Amendment to Note Agreement and First Amendment to Global Note effective as of May 26, 2017. 18. Then, on March 30, 2018, Outrider, Frontera, Nicandros, and Mamulaishvili executed a Third Amendment to the Note, providing for the deferral of certain outstanding interest payments (the “Third Amendment”).4 The Third Amendment deferred the payment of interest for the periods January 1 – March 30, 2018, and April 1 – June 30, 2018, until September 30, 2018 (the “Deferred Interest”). 2A true and correct copy of the Note Agreement is attached hereto as Exhibit “A” and incorporated herein by reference. 3See Exhibit “A,” § 1.2. 4A true and correct copy of the Third Amendment is attached hereto as Exhibit “B” and incorporated herein by

8. As described more fully in an offering memorandum and disclosures made by FRC (which was, until recently a publicly traded company on the AIM London Stock Exchange that filed consolidated public disclosures), Holdings became the direct or indirect owner of all Frontera operating subsidiaries, thereby creating “structural seniority” for the 2016 Notes in favor of the respective noteholders. 9. 10. In 2011 and 2012, Outrider acquired certain of the 2016 Notes. On July 21, 2016, just days before maturity of the 2016 Notes, Holdings filed its petition for relief pursuant to chapter 7 of title 11 of the United States Code in the Southern District of Texas, Galveston Division (the “Bankruptcy”). 11. $22,840,708. 12. As of the Bankruptcy petition date, Holdings owed Outrider no less than On the same date of the Bankruptcy filing, FRC filed an adversary proceeding against the Chapter 7 trustee of Holdings, Outrider, Outrider Management, LLC, and two unrelated creditors of Holdings (the “Adversary Proceeding”). The Adversary Proceeding consisted of claims asserted to avoid payment to Outrider as required by the 2016 Notes and seeking declaratory judgment that Holdings did not have any ownership interest in the FRC operating companies or any other Frontera-related company. 13. Outrider asserted its claim against the Holdings estate and dispute the allegations and assertions made by FRC in the Adversary Proceeding. FRC and Outrider mediated their dispute in Houston, Texas. 14. The mediation resulted in a settlement of all disputes and dismissal of the Bankruptcy. In connection with the settlement, Outrider agreed to restructure of its 2016 Notes. The settlement culminated in a new Note Agreement and related loan documents (collectively, as

Mamulaishvili has traveled to Houston, Texas within the last two years on at least the following occasions to conduct business on behalf of FRC and/or Frontera: (i) (ii) (iii) (iv) 6. March 25 – 29, 2019; September 20, 2018; December 15, 2017; and April 4, 2017 Venue is proper in the Southern District of Texas, Houston Division, pursuant to 28 U.S.C. § 1391(b)(2), because it is the judicial district in which a substantial part of the events or omissions giving rise to the claim occurred and/or a substantial part of property that is the subject of the action is situated. Defendants have entered into and breached a note agreement and a related guaranty, which form the basis of this lawsuit, that were originally negotiated during a mediation between FRC and Outrider that occurred in Houston, Texas in 2016, in connection with Frontera’s affiliate and predecessor obligor under the Note. The Guarantors each personally guaranteed Frontera’s performance under the Note, including a promise to pledge 500,000,000 of their own individual shares in FRC to Outrider. III. FACTUAL BACKGROUND A. Frontera’s Note and the Individual Guaranties. 7. On or about 2011, Frontera Resources Holdings, LLC (“Holdings”) was organized in connection with a recapitalization and reorganization of ultimate parent company FRC. As a function of the reorganization, notes originally issued by FRC were exchanged, in whole or in part, for new notes to with an August 2016 maturity, with all accrued interest to be capitalized (PIK) until the time of maturity (the “2016 Notes”), were issued by Holdings.

Rogatory and Additional Protocol, nor any other applicable treaty. As a result, and in accordance with Federal Rule of Civil Procedure 4(f)(2)(c)(ii), Mamulaishvili may be served by the clerk of this Court by registered or certified mail, international return receipt requested, by mailing a copy of the summons and Original Complaint to his place of business in Georgia at 12 Paliashvili Street, Tbilisi 0179, Georgia. II. JURISDICTION AND VENUE 4. There is diversity of citizenship between the parties to this civil action, and the amount in controversy, exclusive of interest and costs, exceeds $75,000. As such, this court has jurisdiction over the subject matter of this action pursuant to 28 U.S.C. § 1332. 5. This Court has personal jurisdiction over the parties. Specifically, this Court has personal jurisdiction over Nicandros because he is an individual resident of Harris County, Texas. Personal jurisdiction over Mamulaishvili also exists because he is a co-founder of Frontera Resources Corporation ("FRC”) and currently serves as its President and Chief Executive Officer, as well as a member of its Board of Directors.1 Mamulaishvili has held one or more of these positions since 1997, when FRC was formed, which maintains its principal place of business at 3040 Post Oak Boulevard, Suite 1100, Houston, Texas 77056. Nicandros and Mamulaishvili are also directors of Frontera International Corporation, which is the obligor to the Note (defined below) owed to Outrider. Frontera is a wholly-owned subsidiary of FRC and, upon information and belief, was, at all times relevant to this Complaint, controlled by FRC out of its headquarters in Houston, Texas. Upon information and belief, since 1997, Mamulaishvili travels to FRC’s office in Houston, Texas approximately three times each year to conduct business on behalf of FRC and to attend board meetings in person. Specifically, 1Frontera Resources Corporation, Board of Directors (last visited, June 19, 2019)