ANTICIPATED ADJUSTMENT OPTION SYMBOL: IOC

[Gator]

The Options Clearing Corp. is anticipating the deal is done.

Contract Adjustment

DATE: Effective the opening of the business day after the merger is consummated.

Contract adjustment is anticipated to occur in late September 2016.

OPTION SYMBOLS: IOC changes to XOM1

STRIKE DIVISOR: 1

CONTRACTS

MULTIPLIER: 1

NEW MULTIPLIER: 100 (e.g., a premium of 1.50 yields $150; a strike of 49 yields $4,900.00)

NEW DELIVERABLE

PER CONTRACT: 1) An amount of Exxon Mobil Corporation (XOM) Common Shares worth $45.00, calculated as described in the Info Circular dated August 16, 2016 (“Info Circular”), x 100

2) Cash in lieu of fractional XOM shares, if any

Note: IOC options will NOT be adjusted to include delivery of the non-transferrable Contingent Resource Payment (CRP).

CUSIP: XOM: 30231G102

BACKGROUND

On September 21, 2016, Shareholders of InterOil Corporation (IOC) will vote concerning the proposed merger with Exxon Mobil Corporation (XOM). If the merger is approved and consummated, each existing IOC Common Share will be converted into the right to receive an amount of XOM shares worth $45.00, calculated as described in the Info Circular, plus a non-transferrable Contingent Resource Payment (CRP) per IOC share held. On the effective date of the merger, the CRP will be paid into escrow and released upon satisfaction of certain conditions, as described in the Info Circular. The CRP will not be transferrable and will not trade on any exchange. Cash will be paid in lieu of fractional XOM shares, if any.

Note: The Contingent Resource Payments (CRP) represent a non-transferable right to receive additional payments, if any, if certain conditions are met. The IOC/IOC1D deliverables will NOT be adjusted to include the non-transferrable CRPs.

[johnwgrant]

OK - assuming approved 9/21/2016, when is it "consummated" ?!?!

[2126]

Exxon and IOC have a hearing set in Whitehorse, Yukon, for obtaining the Final Order on this deal from the Yukon Supreme Court at 10:00 am on Tuesday, September 27, 2016. They expect the hearing to last only 30 minutes. Unless there are some last minute hitches, this will likely be the "effective date" and, thus, the 'closing' for consummating this deal.

On that date, our IOC shares will be surrendered and will cease to exist; we will be issued Exxon shares in exchange; we will receive some small cash amount for any fractional Exxon shares that would result from the exchange; and we will receive Contingent Rights Payments [on Exxon books only--no actual certificates], which will then become EVRs [Escrow Verification Receipts], which will pay out upon the certification appraisal which is to happen within 9--120 days after the drilling and testing of Antelope 7, thus sometime around mid-2017.

All of the foregoing proceeds will be considered taxable capital income [short- or long-term gain or loss depending on  your own IOC basis amount and holding period]; EXCEPT the CRP/EVR will have a basis holding period beginning date of September 27, 2016 and a basis value equal to fair market value of the CRPs on September 27, 2016.[This FMV is to be computed to be equal to the excess of (i) the FMV of an IOC share on September 26, 2016 and (ii) the FMV of an XOM share [or fraction] to be received under the Arrangment on September 26, 2016]. Since the FMV of the Exxon shares to be received is set at $45.00/IOC share, this basis amount would be the excess value of an IOC share on 9/26/16 which is over $45.00 on that date.

[AU74]

If I sell my Exxon shares, I still retain the eventual payoff from the CRP/EVRs, correct? Also, several different IRA accounts in which I own IOC shareswill have to remain open and subject to any maintenance fees until final payment is received, whether I like it or not, correct?

[Putncalls]

Correct on the first one. I have no idea on the 2nd one.

[jft310]

AU it's within your rights to consolidate IRA's in the US. The question about IRA fees is for your broker dealer . The cash payment option can't be sold but should show on your brokerage statements. May not show .