Member Info for Njames

There is nothing illegal about reaching out to the liquidators, despite veiled threats mentioned by Looed's source a couple weeks ago. It was probably unwise, however, as I'm sure it will have a chilling effect on the source and there will likely be no further messages passed on. That said, the messages didn't contain anything of substance, just assurances that the company was working hard to put all the legal issues behind them and that they were working on behalf of all stakeholders. No concrete evidence of that was ever seen beyond what could be gleaned from various court records. And some of that, like the settlement with Mourant, was illusory since it was all thrown out the window and resulted in the winding up order.

Truth is, no one really knows what's going on entirely except SN, who is no longer in control of the company. This has historically been a schizophrenic company. They failed to show up at arguably the most consequential hearing in the company's history, the arbitration, and lost on almost all issues. Then they fought like the dickens to save the company from being stolen by ZM's machinations. Then let the company go into liquidation without challenge. Is it all part of a master plan?

Could provide useful info, but take any signed directors' statements with a degree of caution. After all, ZM and SN signed solvency statements for FIC and FRCC shortly before they were put into liquidation back in the days before ZM's dramatic exposure.

Best idea on this board in years! Excellent red wines.

@Montiburns -- good reminder on how Hope came into his ownership of the CLNs, at cents on the dollar. Nevertheless, as I've said before, while he is definitely a vulture, he kind of gets a bum rap on this Board. He brought a deal to the company that got shot down by SN/ZM because they would have lost control that would have given most retail shareholders a return on their investment rather than being stuck with unlisted shares. According to emails produced in the Cayman fiduciary case, he consistently pointed out issues with financing and governance, messages that were not appreciated by SN/ZM, and which issues led to Andy Szecila resigning from the Board. He was pilloried for acting against the interests of the company by not allowing certain financing options that would have been senior to his position, but as he pointed out to ZM, the money could have been put in as equity. Of course this was also in the same period that ZM was actively plotting to defraud everyone with the secret Green deal, the facts of which only came to light much later.

Whatever deal was made to end that litigation in California, IMO he has a role to play in the ownership going forward.

From the arbitration document:

"On 24 April 2019, Respondent 1 [Frontera Resources Georgia Corporation] wrote to the Tribunal informing them that on 13 April 2019 it had assigned all of its rights under the PSC to FRUS [ Respondent 2], a limited liability company incorporated in Texas, USA, and wholly-owned subsidiary of FRC, Respondent 1’s parent company (the "Purported

Assignment")."

"Respondent 1 is indirectly and wholly-owned by Frontera Resources Corporation ("FRC"), through Frontera International Corporation ("FIC") and Frontera Resources Caucasus Corporation ("FRCC"), and Respondent 2 is directly and wholly-owned by FRC."

So when FRUS is mentioned in reference to the MOU or possible recipient of a new license, it's the FRUS LLC that is in Texas and that has as directors SN, Tyler Nelson and Luis Giusti. At the time of the arbitration it was a direct wholly owned subsidiary of FRC, i.e., the company now being wound up in Cayman.

What you laid out is my belief though I don't believe SN is working against shareholder interests. Looed or Slade messages from company indicated what they are doing will either work for all or for none.

The choices are:

1. The prospective new license resides in FRC (via FRUS as a subsidiary). It cannot be "redeemed" without paying the Georgians 4 or 5 million dollars. Don't recall exact amount. Creditors are owed unknown millions. Between Mourant and YA alone is about $5 million. Who knows how many other creditors are out there? The company has no money to satisfy any of these amounts. No new money wants to come in having to pay off the creditors AND the Georgians to get this out of hock. Therefore, if left within FRC, the new license is never awarded and no one gets anything.

2. The prospective new license resides in FRUS as an independent company. Any new investment coming in only has to pay the Georgians to get the license awarded. The rest can be for drilling and exploration, not creditors. Old shareholders have to trust SN and the owners of FRUS to issue shares to give them a stake in the new venture. Any new investment will get the bulk of the equity ownership, but at least old shareholders will have something. This way they can also choose to exclude bad actors like ZM. I'm guessing Hope will have a large stake as well.

@Phil_2018 -- you can't find out the owners of FRUS from public filings, but the directors are same as FRC--SN, Tyler Nelson and Luis Giusti.

I think he was alluding to the company, not Looed.

I suppose the liquidators now have to decide whether to pursue this on behalf of the FRC estate. I'm guessing they don't.

Agree with tsbs1. Five years ago after the delisting, the shareholders could have claimed against the company and directors, even the Nomad, in the UK for false and misleading public statements. As an AIM regulated company they had certain disclosure obligations, and the Nomad had an obligation to ensure those were met. In fact there was a poster Starrage who claimed he had sued and gotten a settlement from the Nomad.

Good luck collecting on any judgment though. The company had no assets in the UK, and any judgement would have faced the same difficulties collecting as YA and Mourant, who are still trying to get their money 5 years later. That claim is surely time barred now; at the time many counseled that going after the company would only damage its prospects and others calculated that a suit would only mean lots of legal fees with little hope of a return. Fast forward to now and its hard to come up with a cause of action against the company. They have no legal duty of disclosure of anything as a non-regulated company. They are not taking anyone's money now and seeking to defraud them, rather they seem to be trying to somehow have a future in Georgia. Hopefully they take old shareholders along for the ride.

The only thing that makes sense given that it would be subject to clawback if the "asset" (ie, the license/PSA) was moved out of the structure within 12 months ahead of the winding up is that there is currently no asset, the license being expired, etc.. Thus SN was content to let the former parent company go into liquidation without objection or dispute. Whatever other minimal assets remain (desks, computers, etc.) can now be fought over by the creditors such as Mourant and YA.

Meanwhile, the MOU is with FRUS (if I'm not mistaken). That is likely he same Texas LLC that was mentioned in the arbitrator's decision (which also mentioned it was a wholly owned subsidiary of FRC) that the company had previously attempted to transfer the license to. We have verified that it is still in existence and in good standing in Texas. That company had no assets pending the award of the license once the conditions were met, which included paying off the Georgian govt the amount of the arbitration award. That company had to have been moved out of the FRC structure to other owners (SN and associates).

There will then follow a chain of events assuming the liquidators don't challenge the above: SN/investors through FRUS fund the payments to Georgian government, new license with a reasonable exploitation period is awarded to FRUS, company is recapitalized with new investment and former shareholders excluding ZM are given a certain percentage in the new company, divided prorata to their previous holdings. As an example--new money gets 80% of the new equity, old investors 20%, divided according to their former holdings. This would presuppose that the company got the last known share register from the registrar and were able to determine who owned what. That could be a messy process given nominee holdings, etc.

This doesn't excuse the company from not making any statement properly qualified over the last 5 years to shareholders, but is an explanation for what may be going on behind the scenes. I think what Looed called "strategic ambiguity" and Ricardo called liability avoidance are the primary reasons for the silence, but those could have been mitigated or accomplished while still providing broader communications.

Just checked the Texas SOS site. Last filing by FRUS LLC was in December 2022. At the time, SN, Tyler Nelson and Luis Giusti were directors. Shows no info about ownership. Is in existence.

There's only one FRC -- Frontera Resources Corporation -- and it's the Cayman entity. It may be "registered" in other jurisdictions, but it is incorporated in Cayman. As Looed points out, it was at inception and at the time of the MOU a wholly owned subsidiary of FRC. It is organized as a Texas LLC so there may be some limited info about it from the Texas SOS. In any event, unless action was taken prior to the WUP to transfer FRUS to other ownership, it will be caught up in the bankruptcy estate. And even if the transfer happened before, the old issue of fraudulent conveyance will have to be addressed. If the transfer away from FRC was just ahead of the posse, there's a good chance it could be invalidated. Hopefully, that is not the case.

“ My opinion is that we have been fed a load of crap to keep us hopeful. He doesn't want us to take any action, then it will be too late when he gets what he wants!”

Absolutely.

Correct. The company in which shareholders held equity, FRC, is in liquidation. There is no more equity. Whatever value is left belongs to the creditors of FRC. SN and ZM were both creditors, having loaned money to FRC for operations over the years. Hope's loans were at a lower level, and the license at some point was approved to be transferred away from the entities within Hope's control and to FRUS. This transfer was contingent on FRUS/FRC satisfying certain obligations to GG/GOGC. We don't know if that happened though suspect it did not. It's possible some value could be allocated to equity holders as part of the winding up, to the extent there is any, like cash from the sale of assets or equity in a new holding company, but the creditors are in the driver's seat.

FRUS LLC is/was a subsidiary of FRC, or at least it was at the time of the attempted transfer back in days of the arbitration, so the shares of it to the extent they have any value will be doled out to creditors in the liquidation.

" ... sound and fury, signifying nothing."

Doesn't make any sense that these liquidator cases haven't been dropped. The creditors put these companies in liquidation. Who were the creditors? Hope, via the loan notes. If there's a comprehensive deal with Hope, why wouldn't he say to FIC, sorry my bad, never mind the liquidation? Maybe to keep a threat against the company pending payment of some obligations since the company is notorious for not honoring payment obligations? But if the license/PSC has truly been transferred to FRUS, it's beyond the reach of the liquidators anyway since they are liquidating only a couple of the other subsidiaries--FRCC AND FRIC. Looed any thoughts?

Lavrov is not wrong. The idiot political class in the US and Europe is foisting the aggressive anti oil and gas agenda on the rest of the world and negatively impacting the lives of ordinary citizens on the basis of at worst an outright lie and at best a gross exaggeration of the dangers of CO2 (aka plant food) emissions.

That's a bit of spin form the Company. The judgement by its own words is final. "This is a Final Judgment disposing of all claims between the Parties and is appealable."

The appeals court may decide the lower court was in error, which is always a possibility, but certainly they are in a worse position now that the court has recognized the UK judgement. And unless Frontera get some kind of injunction pending appeal, YA are free to try to enforce the judgement in Texas.