Member Info for Welloiled

Zibrahimovic, have a look at the members home area and check out my posts in which I have tried to understand what has happened with FRR companies over the last year.

May 16, 2019

"The Ministry of Justice of Georgia
"LEPL National Agency of Public Registry

statement
On the consideration of the information presented as commercial secrets

I would like to inform you that on April 13, 20190, “Frontera Rissors Georgia Corporation and Frontera Rissoriz U.S. Concluded between LCD. The agreement, which was submitted to the National Agency of Public Ltd., LEPL, Contains Confidential and Company's Commercial Secret Information.

As you know, 272 of the General Administrative Code of Georgia According to the definition of part 1 of the article, it is a commercial secret "Informed about the plan, formula, process with commercial values,
"About the means or any other information that is used for the goods.
To produce, prepare, process or service, and / or.
Which is a novelty or a significant result of technical creation,
As well as other information, the disclosure of which may harm the person.
Competitiveness: ”

Paragraph 3 of the same article states that “a person is obliged to provide information
Indicate that this information is his commercial secret. Public institution
Is obliged to consider the first of this article as a commercial secret within 10 days
Part of the information provided, except in the case of information
The obligation of openness is established by law. If the presentation of information is public.
The institution does not consider this information to be a commercial "secret", it receives
A decision on its openness, which shall be immediately notified to the appropriate person.
15 days after the decision is made, the information becomes open, if the person whose.
"This information is also owned by the superior administrative body before the expiration of this term.
And in accordance with the rules established by the procedural legislation of Georgia - not in court
Responded to the decision to disclose the information immediately
Should inform the public institution. "

Submitted on 13.04.2019 Contribution, except for Frontera Eastern Georgia Ltd.
The transfer of shares includes many other provisions, such as commercial.
Conditions with values that are commercial to the Contracting Parties
"It's a secret.

I've manged some success in starting to translate the 259 page djvu file 1463984B19044710 but progress is slow because it has to be done page by page and I have given it a rest as the service stopped working. Anyway, I thought that the following extracts from the translation of some of the first pages were interesting as it appears to confirm that FRGC legally transferred on May 16 2019 its full share of FEGL to FRUS. The text is how it was translated by Google although I've tidied up the line breaks and deleted nonsensical characters.
NOTE: 72227 is FRGC, 802558654 is FRUS Texas and 204905674 is FEGL

May 16, 2019
"The Ministry of Justice of Georgia.
"LEPL National Agency of Public Registry
statement
LEPL submitted by the National Agency of Public Registry on April 17, 2019 "Decision M # 19044710/3 on suspension of registration proceedings was made. pervious. The statement presents the attached documentation. Please update the registration. “Reconcile and complete it by deciding and registering data.
By making the required change.
Based on the agreement signed on April 13 this year, the company Frontera Risorz Georgia Corporation (Company Identification Number 72227) Handed over to the company "Frontera Riverside Jues. LC (Company Identification Number 802558654), in full, its share in Frontera International Georgia Ltd. (Identification number 204905674). Here is the appendix: notarized and relevant
Here is the certified contract. See. In particular, Contracts Articles 3, 113, 114,

Cheers Gambler, I saw that but my service provider blocked access as I needed to change my security settings so I was wary about the site. I'll try and check it out with an old laptop.

Hi Looed, there are three juvu files, 1463984B19044710 (259 pages), 1474799B19044710 (55p) and 1453534B19044710 (5p) which relate to FEGL and three that relate to FRUS, 1472954B19055799 (63p), 1463959B19055799 (2p) and 1463968B19055799 (127p). I have converted them into pdf files for easy access. From what I can deduce the small files deal with payment for the applications and, in the other files, quite a lot of the Georgian pages are translations of the English documents. It is therefore difficult to make an educated guess as to which of the Georgian documents would yield important information so employing a translation service may be an expensive search that produces little of value. Unfortunately, the documents have been scanned and therefore I am unable to run them through a text translator. I’d considered the possibility of using OCR software to convert the Georgian scanned documents into text and then run it through a text translator but I haven’t yet found one for Georgian.
If anyone wishes to convert a djvu file to and pdf file you can use these free online services:
https://djvu2pdf.com/
https://www.zamzar.com/convert/djvu-to-pdf/
https://www.onlineconverter.com/djvu-to-pdf
https://pdfchef.com/djvu-to-pdf.html
The converted file size is much larger than the original djvu file so not all of the converters can manage the largest djvu file (1463984B19044710) is 58.5Mb. I think I used the third one for this but I’m not certain.

Coggy, I sent the message via the contact facility on his website for Constituent Services but did not request a reply as I thought it wasn't appropriate because I'm not a Texas resident. As I feel that the plight of shareholders in this geopolitical struggle has been overlooked, I took the opportunity to draw attention to the fact that many hundreds perhaps thousands of private shareholders like myself, are seeing our substantial investments in Frontera being taken away by malign forces. Whether or not Senator Cruz would see my message, I felt the need to thank him for highlighting the plight of FRR in his letter to Secretaries Pompeo and Mnuchin.

Arsenal, it's very disturbing and it backs up Zaza's criticism of Georgia's Government and shows the treatment of FRR is not unusual. I discovered Iconia Capital LLC previously in my research into Georgia’s business environment and I also came across Zaza Okuashvili, a Georgian businessman, politician. founder and owner of the Omega Group of companies and the national television station, Iberia who in April 2019, he was awarded in Washington for his contribution to the development of Georgia–United States relations. https://en.wikipedia.org/wiki/Zaza_Okuashvili. There are several troubling online videos in which he is interviewed about Government racketeering and the influence of Bidzina Ivanishvili, see: https://www.youtube.com/results?search_query=Zaza+Okuashvili+
Zaza Okuashvili: "Traitor Ivanishvili and Gakharia should be held accountable before the state and the law" 14 Aug 2019 https://www.youtube.com/watch?v=krOy7-5xiCw
Zaza Okuashvili talks about Government racketeering against Omega Group 4 July 2019. https://www.youtube.com/watch?v=DrW8upuKn0w
I didn't know if Senator Cruz was aware of these companies so I emailed him the details and thanked him as a long term shareholder of FRR for his letter of May 15.

Zaza and Steve mention BMCN Holdings which appears to be another ZM/SN/NM company that was dissolved on 28/02/20, see: https://opencorporates.com/companies/us_tx/0802328052
They also cite Iconia Capital LLC which has a brutal warning on their website for investors who are thinking of risking hard earned money in Georgia, see: https://www.iconiacapital.com/iconia-under-attack-in-georgia.html
I've also come across Telcell Wireless LLC, with two US investors that have filed an ICSID claim against the state, accusing the former government of arresting and extorting the company’s founder on politically motivated charges, see:
https://globalarbitrationreview.com/article/1214525/telecoms-investors-accuse-georgia-of-extortion
https://icsid.worldbank.org/en/Pages/cases/casedetail.aspx?CaseNo=ARB/20/5

Mole, thanks for your reply and I would like to express my appreciation for all your efforts over the years to help FRR investors like myself, by providing information and insights into the complexities of FRR's operations. My appreciation also extends to all others who have similarly contributed.

Cheers Madpunter.

Zibrahimovic it seems to depend on which translator you use. Risors, Risoriz, Rissorz and Risorsiz are all thrown up but I think Risorsiz is correct.

Mole, there's more:
Right to pledge/leasing of moving items and intangible property
Pledge/Leasing Registry: R19125407 25/03/2019 18:34:57
Creditor : Bank of Georgia (Georgia) 204378869
Owner : Frontier Risorsiz Georgia Corporate Branch in Georgia (Georgia) 204931431
Subject: Intangible Property Goods: Balance existing inventories both existing and future
Ground: pledge agreement, CAP000326892, National Agency of Public Registry, 25.03.2019
Registry of debtors: not registered

It's this section that makes me suspect there is a move to recover whatever they can from FRGC as it indicates there is a pledge agreement dated 25/03/19 with the Bank of Georgia as creditor. However, as you say, these documents are difficult to understand because of the translation.

With regard to moving the FRGC's 50% ownership of shares in FEGL to FRUS, I haven't seen any document to support this as the last FEGL entry on https://enreg.reestri.gov.ge/ was dated 18/11/2019 which identified FRGC. If the transfer had taken place, I would expect it to be documented there.

On 11/05/2020 from what I can deduce from https://bs.napr.gov.ge/GetBlob?pid=400&bid=boVlyOwlsX3qmYsntmLmFOVTl7XUU3VuyGKAyKrhRrJhMyeEbpOYT7btZUE5iqJH it appears the state has taken steps to ensure the payment of tax (and possibly other) arrears from FRGC. Does this mean that FRGC is being liquidated (or is in the process of) and if so, what is happening to FEGL and does it have a future?

On 18/11/2019, FEGL was reincorporated with 50% owned by Frontera Risors (or Risoriz) Georgia Corporation (FRGC), CR 72227 / USA (address Tbilisi, Vake-Saburtalo district, Paliashvili str., No12) and 50% owned by the JSC Georgian Oil and Gas Corporation (ID 206237491); Zaza is the General Director and FEGL’s areas of activity are the search and extraction of oil and natural gas and its address is Gorgasali str., No15, Dedoplistskaro. Why base FEGL in Dedoplistskaro when the owners are based in Tbilisi? Dedoplistskaro lies just to the north east of Taribani (80 km2, approximately 1.6% of B12), Oil: 1,033 MMbbl (OOIP) of which 155 MMbbl is recoverable; Natural Gas: 4.6 TCF (OGIP) of which 3.2 TCF is recoverable (https://fronteraresources.com/operations/georgia/taribani/).
Was FEGL intended to exploit Taribani and if so, what happens now? Assuming that GOGC wish to extract the oil and gas from Taribani then it makes sense to continue the partnership as Frontera understands the geology and has done all of the work to unlock its potential.

On 04/06/2019 Maples certified that FRGC (Incorporation Number 72227) based solely on the Register of Members of the Company maintained at the Registered Office, the issued share capital is $100 and the shareholder is Frontera Resources Caucasus Corporation (IN 97554, FRCC). The IN of Frontera International Corporation (FIC) is 71338 and for Frontera Resources Corporation (FRC) is 256380. Based solely on the Register of Members of FRCC maintained at the Registered Office, the sole shareholder of FRCC on 13/04/2019 was FIC. Based solely on the Register of Members of FIC maintained at the Registered Office, the sole shareholder of FIC is FRC.

From this, FRGC is owned by FRCC which is owned by FIC which is owned by FRC.

The farmout agreement of 13/04/2019 FRGC assigned to Frontera Resources US, Texas (FRUS) an undivided 100% Participating Interest in the PSA with respect to the Farmout Area (Block 12) and its entire Operating Company interest. FRUS is owned by FRC. FRGC had ownership title to 50% of share capital of FEGL, this was to be transferred to FRUS by Leva Bakhutashvili and George Janiashvili. Has it?

Mole, when looking through the PWC Consolidated Financial Statements December 31, 2012 and 2011, I noticed this on page 7:
“Frontera Cayman simultaneously exchanged $121.6 million aggregate amount of the Company’s 10% convertible notes payable plus accrued interest, for (i) 1,593,853,570 Frontera Cayman Shares, and (ii) $18.2 million aggregate principal amount of new 10% convertible notes due 2016 issued by Frontera Resources Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of Frontera Cayman. These convertible notes payable were exchanged for
shares of common stock at a price lower than the conversion price at inception of the notes. The difference in the value of the original conversion price to the actual conversion price was recorded as inducement expense in the statement of operations of approximately $99.4 million. Frontera Cayman also exchanged $9.2 million principal amount plus accrued interest of its related party notes payable for 141,515,879 newly issued Frontera Cayman Shares pursuant to note exchange
agreements”.
https://fronteraresources.com/wp-content/uploads/2017/08/Frontera-Resources-Corporation-and-Subsidiaries-2012.pdf

I also noticed the reference to Frontera Resources Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of Frontera Cayman. I have managed to find only limited information on it and another Delaware company, Frontera Resources Corporation; unfortunately I am unable find out if the companies are still active or not.

Frontera Resources Corporation, No. 2714496, Formed 04/02/1997
Frontera Resources Holdings, LLC, No. 5015274, Formed 25/07/2011
Both addresses: 251 Little Falls Drive, Wilmington, New Castle, DE 19808. Phone: 302-636-5401

I notice that the Texas FRC was registered 3 months after FRC Delaware company on 08/05/1997 but the Texas FRH was registered only a week after FRH Delaware on 01/08/2011. A day after on 02/08/2011, FRC Texas completed a merger with and into a new Cayman Islands exempted company (“Frontera Cayman”), with Frontera Cayman being the surviving entity (page 6 of the PWC report). On page 7 it says:

“By operation of the Merger, each share of common stock of the Company (i.e. FRC) has been converted into and represents the right to receive either (i) one Frontera Cayman Share (the “Stock Consideration”) or (ii) £0.04 ($US0.065) (the “Cash Consideration”). As a result, all stockholders of the Company received the Stock Consideration, except for US stockholders who were not “accredited investors” as defined in Rule 501 under the US Securities Act of 1933, who received the Cash Consideration”.

I don’t know if this is valid but if 1,593,853,570 (Frontera Cayman Shares) is multiplied by $0.065 it comes to $103.6m. Could this link to the $100m FRGC’s outstanding debt owed to Frontera Resources Corporation or has lockdown finally got to me?

Hi Mole, Frontera's corporate structure is like a set of Russian dolls! Its frustrating that the bulk of the documents are in Georgian.
I note in the letter dated 15/04/2019 to GOGC, it guaranteed FRUS "has the technical and FINANCIAL ability to perform the obligations to be assumed by it under that PSC".

On 04/06/2019 Maples certified that FRGC (Incorporation Number 72227) based solely on the Register of Members of the Company maintained at the Registered Office, the issued share capital is $100 and the shareholder is Frontera Resources Caucasus Corporation (IN 97554, FRCC). The IN of Frontera International Corporation (FIC) is 71338 and for Frontera Resources Corporation (FRC) is 256380. Based solely on the Register of Members of FRCC maintained at the Registered Office, the sole shareholder of FRCC on 13/04/2019 was FIC. Based solely on the Register of Members of FIC maintained at the Registered Office, the sole shareholder of FIC is FRC.

In a letter dated 15/04/2019 to GOGC (signed by ZaZa for FRGC and Luis Giusti for FRUS) it refers to the Production Sharing Contract and Refinery Study (PSC) entered into on 25/06/1997 by and between FRGC, The Ministry of Fuel and Energy of Georgia and The State Company Georgian Oil, as amended. It says “ Please take this letter as notice pursuant to Article 27 of the PSC that on 13/04/2019, Contactor assigned 100% of its interest in the PSC and the corresponding ownership interest in the Operating Company to Frontera Resources US, LLC, a Texas limited liability company, an Affiliate of Contractor and a wholly-owned subsidiary of Frontera Resources Corporation. Pursuant to Article 27 of the PSC, FRUS hereby declares and guarantees that: (a) It has the technical and financial ability to perform the obligations to be assumed by it under that PSC; (b) As to the interest assigned to it, accepts and assumes all of the terms and conditions of the PSC.” Note, I think there is a spelling mistake as Affiliate of Contractor should be Affiliate of Contactor.

Gipps51, the Farmout Agreement is dated 13/04/2019 and was presented to Lakesia Brent (Notary Public, State of Texas) and executed by Giorgi Zabakhidze (FRGC Director) and Luis Giusti (FRUS Manager). The Apostille also bears the signature of SN and the FA those of GZ and LG.

The $100m figure was in clause 6.3 of Article 6 of the Farmout Agreement so I’ve typed out the full text as it also states the obligations of FRUS to be:
6.1 FRUS shall assume and timely pay from the Effective Date, as they accrue 100% of FRGC’s share of Costs and Expenses of the Minimum Work Program until the Minimum Work Program is completed.
6.2 FRUS shall in its performance of its obligations hereunder and in accordance with the PSA, timely satisfy all milestones as agreed in writing between the Parties or as otherwise provided in the PSA, and shall, in any event, complete the Minimum Work Program within five years following the Effective Date.
6.3 FRUS shall assume, pursuant to mutually agreed documentation as between the Parties no later than 30 days following the Effective Date, $100,000,000 of FRGC’s outstanding debt owed to Frontera Resources Corporation.
6.4 FRUS shall assume any and all obligations of FRGC arising out of that certain Farmout Agreement (including its annex) antered into between FRGC and Varang Exploitation Limited on April 9 2014.
6.5 FRUS covenants to, at all times, perform the Minimum Work Program in strict accordance with all applicable Codes and Standards.
6.6 FRUS shall pay to FRGC 5% royalty on all production from Block 12 for so long as FRUS is entitled to its sharing allocations provided in Article 7 below.
6.7 FRUS shall assume all liability for plugging and abandoning activities in Block 12.
6.8 FRUS shall assume the defence of, and shall bear all costs, expenses and other potential liabilities relating to, any litigation or arbitration proceedings involving FRGC or its Affiliates with respect to performance by FRGC or FRUS of its obligations under this Agreement or the PSA. FRUS also hereby accepts all rights, benefits and clams of FRGC with respect to any and all of the foregoing matters. The assignments and assumptions provided for in this Article 6.8 shall cover any and all costs, expenses, liabilities, rights, benefits or claims at any time or accruing whether prior to, as of or after the Effective Date.
Article 7 Sharing of Cost Recovery, Profit Oil and Costs and Expenses.
7.1 The Cost Recovery Petroleum and Profit Oil produced under the PSA within the Farmout Area, as well as Costs and Expenses pertaining to the Farmout Area, shall be attributed and allocated to FRUS and FRUS shall be entitled to participate in the reimbursement of Costs and Expenses from Cost Recovery Petroleum relating to the Farmout Area as if FRUS had owned an undivided Participating interest in the PSA from the inception of the PSA.

Mole, I too found the $100m figure odd as it suggests that at some point FRGC had been loaned at least $100m from the Frontera Resources Corporation (0011520006, first registered on 08/05/1997) which I assume to be the parent company and is identified as the Registered Agent Name of FRUS.

From going through the documents, this is what I understand to be the situation with Frontera companies.

Leva Bakhutashvili and George Janiashvili were appointed (26/04/2019) as the lawful attorneys with powers and authority for Frontera Resources US, a Texas limited liability company 8025586654 (FRUS) to initiate and complete formalities required by Georgian law relating to the transfer of ownership title to 50% of share capital of Frontera Eastern Georgia (ID 204905674) (aka Istern; FEG or FIG, address: Georgia, Dedoplistskaro, Gorgasali St., ?15) from Frontera Resources Georgia Corporation (a company organized under the laws of Cayman Islands, incorporation number 72227, FRGC) to FRUS. Also, to undertake any and all acts and execute any and all documents to effect the transfer of ownership title to 50% share capital of FEG from FRGC to FRUS and to duly register it under the laws of Georgia.

On 18/11/2019, FEG was reincorporated with 50% owned by Frontera Risors (or Risoriz) Georgia Corporation, CR 72227 / USA (address Tbilisi, Vake-Saburtalo district, Paliashvili str., No12) and 50% owned by the JSC Georgian Oil and Gas Corporation (ID 206237491); Zaza is the General Director. Frontera Risors Georgia Corporation, CR 72227 / USA appears to me to be the company registered in the Cayman Islands. FEG’s areas of activity are the search and extraction of oil and natural gas.

Frontera Resources US LLC's Branch Office in Georgia (ID 405339637, aka Frontera Risorsiz Yu) was registered 11/06/2019 (address Georgia, Tbilisi, Vake District, Paliashvili Str., 12A).
Frontera Risorsiz Georgia Corporation Branch in Georgia (ID 204931431, address: Georgia, Tbilisi, Vake-Saburtalo District, Paliashvili str., No12) appears to have been liquidated (or is in the process of) on 11/05/20.

The farmout agreement of 13/04/2019 FRGC assigned to FRUS an undivided 100% Participating Interest in the PSA with respect to the Farmout Area (Block 12) and its entire Operating Company interest. FRUS shall pay to FRGC 5% royalty on all production from Block 12 for so long as FRUS is entitled to its sharing allocations. FRUS shall assume, pursuant to mutually agreed documentation as between the Parties no later than 30 days following the Effective Date, $100,000,000 of FRGC’s outstanding debt owed to Frontera Resources Corporation.

FEG’s address is in Dedoplistskaro which lies just to the north east of Taribani (80 km2), Oil: 1,033 MMbbl (OOIP) of which 155 MMbbl is recoverable; Natural Gas: 4.6 TCF (OGIP) of which 3.2 TCF is recoverable.

There are 5 Frontera Resources companies registered in Texas (Texas SOS File Number): Frontera Resources Corporation (0011520006), Frontera Resources Holdings, Llc (0801460203), Frontera Resources International Llc (0802247983), Frontera Resources Ukraine Llc, (0802275570), Frontera Resources Us Llc (0802558654).

Mole, I'm not sure if you have it already but I have found a copy of the Farmout Agreement between FRGC and FRUS dated 13/04/19 in the documentation accompanying the registration of Frontera Istern Georgia Ltd on 15/11/2019. There's also a document appointing Leva Bakhutashvili and George Janiashvili as the lawful attorneys with powers and authority for FRUS to initiate and complete formalities required by Georgian law relating to the transfer of ownership title to 50% of share capital of Frontera Eastern Georgia from FRGC to FRUS. The document is from 26/04/19 and has other clauses but unfortunately I'm unable to copy the text.