Quick update

[2126]

Been out of touch for a bit. Quick update on a few points:

The 90% vote total only reflects the percentage of Yes votes over No votes of those shares that were actually voted. Many shares did not vote, possibly including Phil. This does not reflect that 90% of IOC shares voted Yes.

Shareholders that elected to dissent did not need to vote NO; the only requirement is that they not vote Yes. Big difference. Again, Phil may have elected to dissent and abstain, to assure that the deal passed and that dissent rights are in place.

Those who elected to dissent are locked into their choice once the resolution passed and is approved by the Court. This is under Section 14 of the YBCA, "On [a] the action approved by the resolution from which the shareholder dissented becoming effective [thus, the passage of the deal and its approval by court; [b] [I'll skip all the legalese, but this subsection is that the dissenter accepts the corporation's offer]; or [c] [the court issues an order setting fair value], then the shareholder ceases to have any rights as a shareholder other than to accept the corporation's offer or receive fair value in the amount of the court's judgement.

Thus, once the court approves the deal, and there is no subsequent appeal, dissenters can either accept the IOC offer or wait for and accept the fair value court judgement [unless IOC claims insolvency, in which case, the shareholder is thrown back into the main shareholder group with everyone else.

If anyone wants to withdraw their dissent prior to final approval by the court, such withdrawal must be in writing and provided to the IOC lawyer in Whitehorse before the final approval is issued, perhaps as early as mid-next week.

[Palm]

"unless IOC claims insolvency, in which case, the shareholder is thrown back into the main shareholder group with everyone else."

Partially true. If IOC claims insolvency then the dissenter has 2 choices:
1. Withdraw his/her dissent, which once dissenter does this implied consent by IOC is automatic, or
2. retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.

The important point is that if upon notification of insolvency dissenter wants to obtain the offerered deal, he/she MUST withdraw the dissent.

I do stand corrected on your point regarding voting; agree that one could abstain from voting and still dissent. But if one votes Yes, he/she cannot dissent. Interesting if PM really thought the vote could be close enough that his No vote could swing the necessary % to voting the deal down. After IOC/Exxxon/BMO did the 2nd deal offer there was little doubt it would overwhelmingly pass. By assuring the deal passed it may signal that he knew IOC pps would tank and the whole crazy idea of IOC going it alone/surviving and getting a piece of any potential LNG plant really has no merit.

[jft310]

Our US attorney states Exxon is on the hook and they are real lawyers with speciality in this business. Just go to the MIC and see Interoil must get everything approved by Exxon. That legally gives them ownership the experts state.