Member Info for Njames

The main asset may yet be returned to Hope via the Cayman Liquidation, if it is succeeded in keeping it out of the hands of Green Capital, which appears to be the case. So the road to any resolution still lies through Hope. Any leverage the company has over Hope is the fiduciary case, which is weak, and ability to operate in country, which is somewhat dubious.

Dear Judge Wiles,
Holland & Knight represents David Griffin and Andrew Morris, the duly appointed joint
official liquidators and foreign representatives (together, the “JOLs”) of Frontera Resources
Caucasus Corp. (in Official Liquidation) (“FRCC”), in liquidation under the supervision of the
Grand Court of the Cayman Islands (the “Grand Court”), Cause No. FSD 138 of 2019 (IKJ) (the
“Cayman Liquidation”) in the above-referenced case.

Most recent doc filed:

We write in response to the Court’s request for a status report concerning the JOLs’ efforts
in furtherance of the Cayman Liquidation and the orderly wind down of FRCC. Since Your Honor
issued the Order Granting Recognition and Relief in Aid of A Foreign Main Proceeding on January
17, 2020, the Cayman Court appointed the JOLs as the foreign representatives and joint officially
liquidators of both Frontera International Corporation (“FIC”) and Frontera Resources Georgia
Corporation (“FRGC”) on December 21, 2020 and January 13, 2021, respectively. FIC is FRCC’s
parent company. FRGC is a subsidiary of FRCC.

On August 20, 2021, the FIC and FRGC commenced an action in the District Court of
Harris County, Texas, captioned Frontera Int’l Corp., et ano. v. Nicandros, et ano, Case No. 2021-
5529 (the “Texas Proceeding”). In the Texas Proceeding, FIC and FRGC broadly allege that their
former officers and directors Stephen Nicandros and Zaza Mamulaishvili breached their fiduciary
duties by approving transactions that violated lending agreements and failing to supervise and
conserve the assets of FIC and FRGC. The Texas Proceeding is in its nascent stage and the parties
are awaiting an initial case management order. The JOLs are monitoring the Texas Proceeding in
the event that the interests of FRCC become implicated.

Ancient history. What might have been ...

Note, new company address, a couple miles west of the old. Also note no mention of any specific assets.

Linsenmayer got run off from Taylor English for allowing FRC to run up over $2 million in fees without collection. He may be a great lawyer, but a businessman he's not.

I think they will seek more than that. They accuse ZM and SN of destroying the enterprise value of the whole company, making it impossible for the liquidators to realize any value in a sale to pay off creditors. Hope has a $40 million claim, if they can show the value destruction was $40+ million they could claim that much or more.

On the basis that the transfer to FRUS was done to try to avoid the creditors (i.e., Hope and other noteholders), and was done for questionable consideration in relation to the supposed value of the asset.

They also state that they were misled about the Green transaction and that it was clearly not properly approved or even known by Board of FRC (this is one of the areas where they are implicating ZM rather than the Board generally).

It's an absolutely brutal read, and a good background on the finance and litigation side from the 2011 restructuring to the present. Casts the Board in a terrible light. SN is the deep pockets here, and his assets are more accessible than ZM. I'm sure he will hire the best lawyers in Houston to defend himself. Also makes it pretty clear that if somehow the GG unwinds the transfer to Green and approves the transfer to FRUS, the liquidators are going after that transaction as fraudulent. If the transaction to Green is unwound but the asset stays with FRGC, then Hope is in the driver's seat, with $40+ million owed to him. They mention they have also asked the GG to retake the asset and terminate the PSC.

Earsbern I hope you are right and it doesn't represent another case of lawyers withdrawing due to unpaid bills. H&B is also involved in the YA collection case and got the judgment in London set aside. FRC certainly are continuing to pay big fees in the ZM brawl and maybe are downgrading counsel vs Hope because they are close to settlement and no longer intend to litigate. Still looks strange.

There should’ve be another opportunity to hear live argument and testimony on this motion, if the judge keeps the feed on.

Just looked. It's Haynes and Boone withdrawing from Frontera International, since now controlled by liquidators beholden to Hope. They will continue to represent Frontera Resources.

"This Motion is made pursuant to Local Rule 11-5(a) and in compliance with
Cal. R. Prof’l Conduct 1.16. This motion is made based on the existence of
irreconcilable differences between the Plaintiffs that Haynes and Boone jointly
represents in this case: Frontera International Corporation and Frontera Resources
Corporation. Counsel is unable to perform its duties under the current situation.
Pursuant to the terms of the parties’ engagement agreement, Haynes and Boone
will continue to represent Frontera Resources Corporation. Haynes and Boone has
provided notice to Frontera International Corporation of its intention to file this
motion and will advise the Court if it consents to the withdrawal."

do you know if it was a Frontera attorney or hope attorney who withdrew?

Probably those higher flow rates were not sustainable. Frontera were notorious for never disclosing actual production like a regular oil company. You had to figure it out on a 6-month lag by looking at the financials and calculating it from oil sales revenues and the average $/barrel, which were reported.

This topic came up in the live hearings or in some of the court papers, but it seems they actually have recoverable costs of $350 million, and the rest is interest that got rolled into new notes or converted into equity or defaulted upon. The actual money put into ground was south of $350 million. Big money was raised prior to the IPO as equity, in the IPO in 2005, then in subsequent rounds of loan notes in 2007-08. Since then there's been relatively smaller amounts raised through equity issuances on AIM, via YA, and loans from ZM/SN. There was also a farm-in by the Chinese pre-2005 that resulted in some expenditures for workovers and studies.

Post 2005, bigger spending was on the 3D seismic, the Lloyd #1 in Basin Edge Play, the Nico #1, the Dino #1/2, T-47, all of which were dry holes or marginal producers. Then they had this shallow field gas development and built a pipeline and compressor station. Not sure what ever happened with that. It was around 2012-13. After that spending and activity was minimal due to lack of funds.

I like the part where after the arbitration award, SN emailed ZM saying "[W]e're f***ed."

Just to add to Mole's list:
a. FRR arbitration against ZM re: breach of employment contract (FRR are also arguing that ZM's derivative fiduciary case should be brought into the arbitration; court said no; case on appeal); it is actually under the employment contract that the Texas court granted the temporary injunction, since the contract had a clause specifically allowing for injunctive relief through courts, not arbitration.
b. YA case in London re the preference shares. No recent updates on that. Original default judgment was set aside.
c. Mourant collection case; hearing scheduled for 9/15 in Texas court.

Thanks, Mole. Dustin Aro had at one point been appointed director of one of the subsidiary companies, not FRC. Not sure if it is one of the ones caught up in the FTI liquidation process.

Current:
SN
Luis Giusti
Tyler Nelson (the lobbyist)

Former:
ZM (removed in 2020)
Hope (resigned in 2019)
Szescila (resigned in 2018)

Another question is when was the last time they had an election of directors. Surely they are in violation of the articles of association.

I guess since the several motions to dismiss and special appearances failed, ZM has finally filed his actual response to the counterclaim. This thing is going to be brutal and cost a fortune. To research and brief and prove up all those multiple defenses, going to take a long time too. Two rich guys in a grudge match over their train set. Everyone else be dammed.