Member Info for MontiBurns

Let’s try To decode the last message received from the company via Looed: "We are advancing and eliminating this in a controlled manner. Will advise further".

I am not sure what they mean by ‘ advancing and eliminating this’ as the court judgement has now been rendered to put the company in to liquidation (I don’t think it can be reversed). Further, SN knew about this upcoming court hearing but seems he could not change the direction. What do I mean by that? Well, perhaps Mourant got sick of all the broken promises that they finally pulled the trigger.

So, if this was unplanned from SN, can the situation be recovered? I think so, providing the assets/PSAs were assigned to FRUS. This is a company that is incorporated in Texas but I can’t recall the shareholders of FRUS; there was a org chart floating around some time back if any body has a copy.

So until we hear from the company, I guess we are all in a state of stress.

It will probably take a few days for the dust to settle before we heat

So, Mourant got their pound of flesh with FRC being put in to liquidation. But I thought there were personal guarantees issued by SN and ZM for Mourant payments, why not call on them first rather than putting FRC in to a spliff? Also, if you go back to the company’s one line message that ‘our legal clean up continues to be handled’, perhaps it was signaling that this was coming but to what ends?

Worth also considering whether SN is ‘permitting’ the liquidation/winding-up of FRC as all the PSA-assets were transferred to FRUS and what remains in FRC is all the headache from the legal cases and outstanding debt. We should also remember that FIC and FRCC are already being liquidated by the official Receiver appointed by Hope back in early 2019. Perhaps this explains why deals are struck but not paid why YA case keeps getting kicked down the road. If this is the case, then the obvious question is what happens to us shareholders who hold shares in FRC?

In the past, there was some talk on this BB that FRR held the share register and that our shares would be converted/transferred/exchanged/substituted in FRUS when this transitional process was completed. Well it seems we maybe nearing to this point. Legally speaking, I think we are exposed and therefore reliant on SN’s good faith to ensure new shares are issued at same value/number as previously upheld in FRC.

This is purely a theoretical point of view from my side but would welcome other peoples thoughts on this unfolding scenario.

"Our legal clean up continues to be handled"

Well, they could have attached a ‘happy new year to all our shareholders’ in that short, but hugely ambiguous message. But given the pressing legal cases against YA and Mourant, I guess you can understand their approach a little.

Nevertheless, the notice to wind up FRC in the gazette is concerning to say the least and I assume this probably relates to the Mourant case, which was personally agreed with SN, so not entirely sure.

Further, the voluntary liquidation of the Outrider fund is also astrange but interesting development. Maybe Hope is doing some of his legal clean up! I did some cursory web search on Outrider but did not dig up any thing.

Anyway thank Looed for sharing; maybe Jim Slade can get a little more out of them.

Thanks Looed.

I think Phil2018 makes a good point and deserves further contemplation: to me it does seem like that FRR is playing for time but to what end? The amount owed to YA is undisputed so why appeal and seek a new trial and waste more money and time? Previously we thought that FRR had some ‘dirt’ on YA because they were forward selling shares that were not issued, but that presumption has not materialized either in the UK or in the Texas Courts, so probably safe to assume this was a red herring or unprovable on our parts.

So let us now speculate as to why FRR is repeatedly kicking all these legal cases down the road; my guess is that SN/FRR does not want to pay out anything right now until he knows that the Georgian PSA is going to renewed. My feeling is that there is a lot of ‘behind the scenes’ US-Political pressure (+ Atlantic Council) to give something back to FRR. Perhaps SN has also managed to convince many that there are mitigating circumstances to our predicaments, namely under the stewardship of a rogue Georgian CEO. Let’s also acknowledge that if this PSA is not renewed than most likely scenario is that this will probably result in folding of the company. But the backstop to this doomsday scenario is 20-yrs of exploration activities with total investment of over $500m, and underpinned by a cost recovery pool of $300m. The other theory could be the continued liquidation of FRC and FIC, and perhaps waiting for this process to complete. The amounts owed to Mourant and YA are basically being pursued via the call up on the Dorectors personal guarantees.

I am also intrigued to learn about the Moldova operation. Is the PSA still valid as there were some requirements to make certain minimum investments.

First and foremost, let me wish every FRR Shareholder a very happy new year. Also, let me especially thank (and appreciate) all those people that are following up with the company and sharing their info with us.

So, as we enter 2024, we can only but hope that the numerous ‘loose ends’ are closed, so that we can all move forward (one way or another). For me, the highest priority has to be the repayment of monies owed to the Georgian Oil Company, arising out of Arbitration hearing. Surely, any discussion round PSA renewal will be upheld until this financial issue is resolved. So this brings me to the crux of matter: Does SN have the money or a deal in place to settle some of these pressing debts? The answer has to be no in my mind (despite all the mumblings of SN’s personal wealth). Recall, according to the arbitral award and MoU, FRUS had to pay GEL 16,488k (£4.8M) in Nov 2022 but was extended to 15 September 2023 due to non-payment. Does any one know where we stand with this, now that this date has also lapsed?

Perhaps the recent meeting with the Georgian Ambassador was connected with this date? The only way (if SN has no money), this debt could be extinguished is if FRC has been negotiating with the GG to offset this amount against the accumulated cost recovery pool of c.$300m. The other question that keeps coming up in my mind is ‘how much money has the existing oil producing wells made for FRR over the past three years and where is that money?

Finally, new year resolution for FRR management team: how about setting up a communication channel, perhaps through a basic corporate website? Plz give us something.

Everybody, enjoy your evening as we are all a step closer to our final destination (sorry can’t help but feel a little down in the dumps today after 5-years of suspended animation).

It does seem that the political landscape is changing for better in Georgia at long last, with Georgia finally obtaining the ‘EU Membership Candidate’ Status which is the precursor to full EU member status. Unfortunately (for us), the consecutive election-wins of the Georgia Dream Party for the past 10-yrs essentially took the country backwards as inwardly, GD Party was pro-Russian while outwardly, it was portraying itself ‘West’ facing. But that cover was blown following the long, protracted war between Russia and Ukraine.

Anyway, the other interesting takeaways from Block’s RNS, is the distinctly ‘supporting’ stance taken by the Georgian Govt, whereas in the past, FDI companies were tormented (not just FRR). But overall, maybe still too early say if this is genuine openness to foreign companies, or more of just lip service. I guess we can start to get more excited when there is activity from the likes of Exxon (blocks awarded in 2018) and Andarko who have been in permanent hibernation. Also let’s not forget Schlumberger exiting few years back.

Having said that, Block 12 remains the jewel in the crown with abundant oil and gas reserves covering some 2,000sq km: Taribani, Mirzaani, MK Gas Complex, Basin Edge Play etc etc.All underpinned by inward investment of $500m and a cost recovery pool of $300+m. Lest not also forget about Moldova which has proven, semi-producing fields secured by a 50-Yr PSA. Both countries at the doorstep of Europe with energy security a primary priority (especially for Germany following US’s covert destruction of the NORD Stream pipeline).

So, while the recent meeting between SN and Team with the Georgian Ambassador can be perceived as a positive sign, we need some signal (even informal) that the Georgian PSA will be renewed (but to what extent both in terms of tenor and area size).

Anyway just felt like putting down some thoughts for future contemplation as I had some time to reflect.

As we enter the festive season, a time to reflect on ourselves but also what future may bring. I wonder if there is any inter-spection from Messr Nicandros on the way his shareholders have been treated over the past 5-years. No (official) comms, no words of comfort, no empathy or way forward. As the famous saying goes, ‘man’s greatest fear is of the unknown’, so this is what is affecting our mental health; it’s the continuous ‘not knowing’.

So what do I mean by the not knowing? Firstly, thanks to Jim Slade for sharing the company message, but we don’t know what is happening with the legal cases or the pathway to overcoming these cases. Are some cases more crucial than others and if so, which are they? What is happening with the Mourrant case? What is happening with the PSA (renewed?)? What are they doing about the YA case (the amount owed is not in question)? Who is this ‘new management team’? What was the final conclusion/agreement with Hope/OMF on the fiduciary case. Just some basic info sharing without jeopardizing any of the legal cases would go a long way with us.

In the past we were told that the veil of secrecy was required to protect us and the company as there were some dark forces working to take the company over namely Hope (via the Administrative Receiver) and ZM. Well, as far as I can tell, ZM was taken care by the issuance of a permanent injunction via the Texas Court and Hope’s fiduciary case mutually settled. Also, PSA was successfully moved to FRUS so the asset was protected. However, I do acknowledge the enormous time and effort it must have taken to resolve these and this is something we should not easily overlook or under appreciate.

But hopefully we are now in a different, a better place, perhaps demonstrated by the recent public meeting held with Georgian Ambassador, SN et al.

So it is not a good time now to share something with us, that may bring us all a small festive cheer Mr SN?

Thank you for your observations Looed, it makes for a more constructive discussions, if for nothing else, at least a piece of mind for the tormented. Also, I want to say that we are all grateful for your efforts in terms of being a bridge between us and FRR Team.

At the end of the day, we are all investors in FRR (some bigger than others albeit it’s relative to each of our personal financial situation) and we are all keen to see this situation conclude with a positive outcome. However, it should not be on the basis of ‘our eyes wide shut’. My post yesterday was trying to decipher why the liquidation of FRC would contribute towards ‘the finish line’ in a positive way.

On minimum mandatory regulatory requirements (which encompasses shareholders et al), it is always the case that a limited liability entity is required to produce audited accounts on a yearly basis. However, a company may be exempted to this requirement via a special approval. But given the number of limited liability companies within the FRR Group, I would be surprised if no accounts were produced for any subsidiaries. Furthermore, the dissemination of false information from FRR’s senior management (on the decision from the Arbitration Tribunal for example) or material movement of assets from one sub to another, without seeking shareholder consultation is not a conventional protocol in a proper investing environment. Now, it is also true that there were probably good justifications for going down the passive-shareholder-comm route given the rogue Company Directors (ZM/Hope) and fatal challenges facing the company.

So, in conclusion, and especially after yesterday’s news that Mourant had applied for a winding up order, my trust/confidence in SN was shaken to the core, hence my optimism hitting a low ebb.

According to your chronological timeline, company sent you a message on or around the 18 November saying under the leadership of SN, they were working through all legal cases. But at that time, the company had already received a statutory demand notice (on the 18th Oct with final payment date of 10 November) yet made no reference to it in that message. While I don’t know the ins-or-outs of the situation, it would have been wiser to say nothing rather putting a positive slant on it by giving the impression that everything was in control under SN’s leadership. So, it seems the US$150k was not made on 1st Sept and not a super big amount for SN but unfortunately showcases ill-intent.

Should shareholders be afraid that we will be dealt in the same was as some of the Creditors?

I don’t see any good news with this development. I mean consider after all the legal back-and-forth with Mourant, SN agrees a repayment plan of c.$1.1m, which specifically excluded ZM share of this liability, only then to renege on this deal a little later on is perplexing. Infact (from memory), there was a relatively modest installment due in September but majority of the payment (two-third?) was pushed forward to February 2024, so not financially overwhelming for SN.

Perhaps someone can be kind enough to ‘break it down for me’, of why letting a creditor force the liquidation of one of your main companies is a positive thing?

The other observation regarding whether the payment to the GG was made or not, and this coinciding with a recent visit with the Ambassador; my guess is that this was not made. So, perhaps, the meeting with the Ambassador was probably to smooth things over again and to kick this can further down the road; this is only my supposition!

As far as shareholders’ comms are concerned, it does not matter if a company is registered in the Caymans or is a privately-registered entity, shareholders have certain minimum rights to information as owners, which we have been deprived for the past 5-yrs.

My optimism level is very low.

My take (for what’s it’s worth) on the company message: First part quite reassuring that ‘progress continues under the leadership of Mr Nicandros’. Two takeaways for me are Steve very actively involved in the untangling of this legal mess (leading from the front) and secondly some genuine progress is being made with the Georgians. Perhaps the GG now realize that the invasion by the Russians will have a long lasting impact with the International community and it will take many years (if not decades) to repair, so are now starting to realign themselves to the West.

Second part is alarming. Clearly dark forces still at work, which I also remember caused havoc during the Texan Injunction case against ZM. Personally, I don’t think any shareholder would be silly enough to think that getting in touch with the GG could be beneficial for FRC or his personal wealth. Having said that , there are many who over-invested (like me) and who maybe are close to forever departing this world and therefore are desperate to get some kind of closure here. And if you wanted to be empathetic to their mental health, you could argue that FRC/Nicandros could do a little more in terms of direct comms. Anyway, I really don’t think there are any retail shareholders (if any) that would do this, and this may be this is an encrypted message for other big shareholders like ZM to back off!

Anyway, thanks for the update.

I think the key case is FIC vs SN, which probably means continued radio silence until this is concluded post Oct-2024 (I certainly wish this is not the case!). Separately, the ‘global legal settlement agreement’ signed between Hope & OMF was probably ‘netting off’ the Fiduciary cases against each other with zero effect to each party; obviously presumption on my part as nothing officially announced by FRC.

What currently intrigues is the YA case which was awarded against FRC by the Texan Court (having already lost in the UK court) and if the payment was made to comply with this judgment (payment was c.$3.5m). I do realize that FRC applied for a new trial (not appealing it), but did this mean that this judgment was put on hold until the new trial?

Thanks in advance.

We should also consider the possibility that if no arrangement is made with YA to repay this debt in installments (and there is no appeal), SN could allow this company to be put in to liquidation noting that the principal assets (PSAs) were moved to FRUS. Also I recall no PGs were issued for the SEDA facility which was put in place n 2014.

Aside from this, we are non-the-wiser on the global legal settlement signed with OMF. So the radio silence continues.

Does any body know if FRR appealed the YA court decision? If not, what is the status? Was the money paid t YA?

Thanks Looed.

We have to be grateful for small mercies so I will take that short message from the Company with relief and with open arms. Also, we are hugely grateful to the ‘messengers’ who continue to be the bridge between us and the company in this self imposed vacuum of information. This channel/conduit of information flow is crucial to keeping same of us sane and hopeful, so do not underestimate the stress carried by many for so many years.

On the case itself, one wonders what reason(s) FRR has to appeal this judgement as two courts (in the UK & US) who have sided with YA.

I assume no PGs were given against this facility (any one confirm?).

Thanks Njames. Can we re-confirm what the final amount owed to YA was? I do recall from pre-2018, YA debt totaled c.$2.2M which was rescheduled to be paid over 18 months. But I can’t recall how many installment were paid. On top of that, and as per Company Law, interest on debt is ‘frozen’ from the date a company appoints Receivers but again I can’t recall which FRR Entity was the obligor to the YA Facility.

Anyway, as I said in my previous post, FRR has never disputed this debt to YA, so prudence would have dictatesd that the company would have planned for the worse case scenario. The big question now is whether YA will hard ball or prepared to agree to a new repayment like Mourant.

Furthermore, did we get any more info on the new case lodged by FRR last week, on the on-site count of "fraudulent and misleading liens"?

Thanks Looed.

This is unsurprising news as the debt owed to YA was undisputed by all. To me, it seemed that FRR were trying to drag this out as long as possible so as to negotiate a repayment plan with YA, which has not succeeded, unlike the other cases with Mourant and Cali//fiduciary.

So now what? While this court decision is appealable, not sure it will be worth it as no one can alter the fact that ‘a debt is owed’. So (to me any way), the action brought by FRR earlier in the week against YA will now become a negotiating tool for a repayment plan, but in order to succeed, FRR will need to show its hand in terms of what evidence it has accumulated against YA. That aside, typically a judgment like this means, the debt has to be repaid in full and in a relatively short period. So, the ball is now firmly in FRR’s court.

Where do I stand? I am not happy because YA caused so much destruction in our share price over a period of several years due to their incessant forward selling. Do I think YA will negotiate with FRR on an installment plan? Depends if SN can convince them that there is no money in the company right now but he has a path to financial success for FRR. Also, from recollection, I don’t believe there were any PGs issued against this borrowing facility (someone can correct me if I am wrong).

Other scenario worth contemplating is if SN decides to pays from his own resources. On one hand, this would signal a massive positive sign that there is something big happening behind the scenes with FRR, but on the other hand, it means that shareholders will ultimately pay the price through the issuance of new ordinary shares.

Anyway, just some thoughts to put in to the stirring pot for further reflection.

How important is the YA case? From a financial perspective, it is not an insignificant amount at c.$5M ( as per Looed previous message). But when you add all the legal costs on top of that, then it is a pretty amount for a company like ours. Secondly, there is still a reputational angle here, when you consider we live in a social media age and any creditor default will live long in the digital world. However the most important observation is this: Loan Sharks like YA are invariably shady outfits and normally ‘sail close to’ what is legal and what is illegal. What do I mean here? Well, I recall that the last payment due to YA (c.$180k) was Sept 2018, and FRR had the option to pay this in cash or issue shares. On this occasion, FRR exercised cash option which was not accepted by YA who were demanding shares as they had forward sold (we saw the huge trades going through the system days leading up to the payment date). These shares were never issued by FRR and we really don’t know how YA unwound this open position, as we were suspended on LSE-AIM in December 2018. So now what? Interesting that we learnt yesterday that FRR has lodged a new case against YA for this malpractice in the hope of forcing YA to the negotiating table. We know that YA is a pretty large and sophisticated company in the US and if FRR has the evidence to proof this forward selling, the punitive fine by the SEC could kill the company; there is zero tolerance in the US for this kind of activity.

So, tomorrow could be an interesting day in court and we await with an abated breath.

Thanks to all who are keeping this BB (and the flame) alive.

I think we need to temper with our own expectations if we think that the company may communicate with us after the YA court date (assuming this is closed/settled satisfactorily). Why? Well, I think the key case is the FIC+Official Receiver vs SN et al which is pushed forward to Feb 2024 (if my memory serves me well).

For me, Unfortunately, the YA case is all deja vu again. Recall all the hype leading up to the ZM injunction case: Everybody proclaiming that there were dark forces at work and therefore secrecy was required to prevent ZM and affiliates (Hope, Georgian Govt etc) sabotaging the company until this case was concluded. Well, FRR comprehensively won against ZM with a Permanent injunction plus breach in his Employment contract.

Overall we are making progress and we just need to trust the legal process to close out the remaining cases (even if blindly). I still think the best signal the company can send us is via resurrecting the company website and using this platform to update us (if this is possible).

Just my ponderance on further reflections.

To be honest, I think majority of the shareholders (incl me) will not completely recall this employment case with ZM, so thank you for bringing it back to our attention. But given the importance of this case, it would be nice if the Company provided some clarity (if legally closed). And if FRC were successful in winning the ‘breach in his employment contract’, then the only way to nullify his shareholding would be via the new company (FRUS?) where (I assume) old shares would be replaced in to the new Company while ZM doesn't get any thing from this ‘transition’.

Also, the terms of his employment contract goes back to 2008, but I do recall ZM participating in two fund raising, one priced at around 0.08p and the second at 0.57p. back in 2015 or 2016 (?). He also converted his substantial personal loan notes (together with Mr Nicandros) at 1p - or was it higher price? Given his personal hard cash investment, I am not sure if the company has the right to cancel this unless approved by a Court.

Overall, things on the ZM front have been conspicuously quiet since the permanent injunction was granted by the Texan Court, while we the shareholders remain on the outlook for some official company news.