Member Info for Njames

OLADDAPO007, he blocked ZM from putting in $5million as debt senior to his. He invited ZM to put it in as equity. So I'm of the view FRR's argument that Hope breached fiduciary duties by blocking ZM's loan proposal is likely not strong. It wasn't in the Caymans and probably not in California. ZM/SN could have bought shares for $5 million and kept the company going. That may in fact be what they've done to infuse money for legal fees and to keep the lights on. Hopefully they'll get a TRO and the judge will at least hear the arguments.

Here's more from the motion. The rest of it just legal arguments about why they meet the criteria for expedited discovery, citing a bunch of case law.

PRELIMINARY STATEMENT Plaintiffs bring this motion for expedited discovery in conjunction with their motion for a temporary restraining order and its supporting documents (Dkts. 9, 10, and 20; collectively, the “TRO Filings”). To support the instant motion for expedited discovery, and to spare the Court certain redundancies in briefing materials, Plaintiffs incorporate by reference the TRO Filings. The TRO Filings set forth detailed facts and evidence regarding Defendants’ conduct, including their series of efforts to maximize value for themselves and their affiliated entities, to the detriment of Plaintiffs, despite Defendant Hope’s fiduciary duties to the contrary. However, Defendants’ own admissions in their Opposition to Plaintiffs’ Motion for Temporary Restraining Order (Dkt. 23; “Defendants’ Opposition”) provide the best evidence of Defendants’ wrongdoing and the need for the relief Plaintiffs seek in the TRO Filings and in this motion. In particular, Defendants readily admit that Defendant Hope, who resigned from the Board of Directors of Plaintiff Frontera Resources Corporation (“FRC”) this morning, has unilaterally, and without notice to Plaintiffs, ousted the Board of Directors of FRC’s subsidiary, Frontera Resources Caucasus Corporation (“FRCC”), in order to “voluntarily” liquidate the companies. (Dkt. 23 at 1). Plaintiffs learned this information for the first time by reading Defendants’ Opposition. Without expedited discovery, Plaintiffs will have no other way to obtain this most basic information about their own subsidiary. With this motion, Plaintiffs ask for relief in the form of expedited discovery. In particular, Plaintiffs ask permission to begin certain discovery promptly and before it would otherwise be permitted under Federal Rule of Civil Procedure 26(d)(1) (providing that absent a court order a party may not seek discovery until after the parties have conferred pursuant to Rule 26(f)). “Good cause” exists for expedited discovery in this case as explained below in greater detail.

I have the document as a pdf. If someone knows how to make it available on this board, PM me and I'll send to you.

It seems Hope's assumed control of the pledged shares of Frontera International Corporation (the subsidiary that holds the shares of FRCC). Then FIC, as sole shareholder of FRCC, replaced whoever was on FRCC's board. That doesn't affect SN or ZM membership on FRC's board.

Per the expedited motion for discovery filed yesterday:

"In particular, Defendants readily admit that Defendant Hope, who resigned from the Board of Directors of Plaintiff Frontera Resources Corporation (“FRC”) this morning, has unilaterally, and without notice to Plaintiffs, ousted the Board of Directors of FRC’s subsidiary, Frontera Resources Caucasus Corporation (“FRCC”), in order to “voluntarily” liquidate the companies."

Frontera's motion for expedited discovery. Here's the opening paragraph:

"PLAINTIFFS’ NOTICE OF MOTION AND MOTION FOR EXPEDITED DISCOVERY 01477484-3 INTRODUCTION Defendants filed more than a thousand pages of documents with the Court last night, yet, on the very first page of their brief, they readily admit that Defendants, without notice to or authorization from Plaintiffs, recently “replace[d] the FRCC board” and ordered “that [Plaintiff] FIC be placed into voluntary liquidation under Cayman Islands law.” (Dkt. 23 at 1). Instead of confirming that Defendants had not “taken any steps pursuant to the [Enforcement] Notice” (Dkt. 15 at 2), Defendants acknowledged they are secretly in the process of dismantling Plaintiffs’ companies and endangering goodwill and assets. As Plaintiffs feared, Defendants have already initiated a complex and deceptive campaign focused only on preserving Defendants’ interests."

Elmar Finance = Spyros Karnessis, former director of Frontera. Left in BOD 2011/12.

As I recall, some of the produced emails indicated that Hope acquiesced in (had no ability to stop) equity infusions, and even suggested ZM put his money in as equity. It may be for the time being that ZM/SN are providing investments in the form of equity to keep the lights on. It's either that or oil sales.

The Moldova push and political glad-handing are classic SN. He's good at that stuff.

Correct, he's not saying it would be successful, just that it's realistically possible it would be successful.

As a lawyer (albeit American not British or Cayman qualified), it appears to me the judge is saying he finds no contradiction between (a) his original holding that the substantive fiduciary claim against Hope in Frontera's original action had no realistic chance of success and (b his holding now that Frontera's claim on appeal that it was improper for the judge to make that finding at a preliminary stage of the proceedings (i.e., the interlocutory hearing regarding the injunction) does have a realistic chance of success. In other words, he's not altering his substantive view, just acknowledging that it's realistically possible that Frontera may prevail on appeal that it was not proper for him to reach that conclusion at such an early stage of the case based on incomplete evidence and single party submissions.

Fair point. I am a former holder of approx. 4 years back before the 2011 restructuring/relisting (i.e., they converted a bunch of debt to equity and had to relist when they moved from being a Delaware company to a Caymans company). Have a bad habit of checking back in on former investments from time to time instead of completely letting go. As the story became increasingly more intriguing last Fall, I stumbled across this board searching for information. Wish best of luck to all current holders and just sharing some of my opinions as a former LTH. One thing I did notice is that the "quantity" of RNSs seems to have greatly increased under the Zaza regime the last couple of years prior to the delist.

Haven't held shares in years, so not a shorter or ramper. Following is my opinion only:

1. FRR will never relist. They hated being a listed company and only did so because there was an opportunity to raise significant capital on AIM in 2005. Any relisting on LSE or a US exchange would require disclosures far beyond what the company are willing to give and regulation by an authority with actual teeth. They want no part of that.

2. Aro wouldn't have left if there were anything significant on the horizon. Not being paid for months and constantly having to halt the work program to beg for capital probably wasn't a pleasant experience for him or any employee.

3. FRR's history is to be quite litigious. So it's not a commentary on the strength of their case that they filed suit against Hope. They may or may not have a good case.

4. Any new money coming in would want to be assured that the Hope matter was settled and that the license was not in danger of being forfeited to the Georgian government. As for a buyer coming in, rather than pay a significant sum to FRR now, why not wait for forfeiture then cut a deal with the government for a new production contract?

5. The company is economical with information and disclosure. Production and sales figures are never reported, but must be gleaned from the financials 6 months after the fact. Press releases are filled with phrases like "expected to be capable of", "designed capacity of" or "engineering studies indicate that", but one is hard pressed to find actual sustained well production rates. Endless well tests in advance of results that somehow are never reported are a clue that the results were not as expected.

6. Confidentiality agreements, NDAs, MOUs and non-binding term sheets are not necessarily an indicator that any deal is about to be done. Most companies don't even announce those as they are far removed from anything binding and final.

7. The "unexplained," "unexpected" and "unanticipated" resignation of the Nomad has never been explained even with the passage of 2 months. That's a travesty and a disservice to shareholders.

8. Best result for shareholders is resolution of Hope matter and license status with the government, followed by some liquidity event such as a sale of the Company.

https://fronteraresources.com/frontera-resources-presentation-48th-oilbarrel-conference-london/
https://fronteraresources.com/oilbarrel-publishes-article-frontera-resources-starts-build-production-mtsare-khevi-field-kura-basin-georgia/
https://fronteraresources.com/seymour-pierce-initiates-research-frontera-resources-buy-recommendation/

Some gems from shortly after the 2011 wipeout of equity holders and breaking through the 1 billion share threshold.

You can still get to the News section by doing an internet search. The page must still exist but not properly linked to their website. The AIM section appears to be gone. Someone should preserve all this to document the lies that have been repeatedly told over the years.

https://fronteraresources.com/media/news/

Looking back at the deal announced October 18, the settlement was to be paid in cash or shares. Given Frontera's cash position, most likely would have been shares. It's reasonable to assume there is a covenant to maintain an AIM listing or other public market listing. Hence, FRR are likely in default of that agreement and we can expect further litigation against the company. One of the "cascading" effects LIC Nicandros referred to in his affidavit.

http://www.lse.co.uk/share-regulatory-news.asp?shareprice=FRR&ArticleCode=4s2c591l&ArticleHeadline=Update_Regarding_YA_II_PN_Ltd_Matter