XOM-IOC - The Agreement - July 21st SEDAR

[Tusker]

Page 36

(ee) Net Debt.  As of July 15th 2016, the Company's Net Debt does not exceed $218 million.

[Palm]

Exactly. That's the limit XOM will pay off in the deal. Not much room and certainly drilling Ant 7 before deal is done would exceed that cap.

[Palm]

Per the June 30 financials the balance on the LOC is $230 million. With Trade Payables of $86 million and cash at $6 million (unrestricted), there will be net debt not covered by the Exxon buyout.

Guess those payables never did get taken care of as predicted.

[oliver.gump]

Per the June 30 financials the balance on the LOC is $230 million. With Trade Payables of $86 million and cash at $6 million (unrestricted), there will be net debt not covered by the Exxon buyout. Guess those payables never did get taken care of as predicted.

So teflon mike with his LIBOR +6% funding model is managing to screw us out of even the $45 that were were going to get from XOM under this proposal. They are making sure that their cribs are well padded despite the shareholder pain tho.

[Palm]

Exxon is buying the stock of IOC, not select assets/liabilities. I don't think the $45/share will be affected, but they might deduct any additional debt from any proceeds from the Certification process. The Circular will likely address this issue.

[oliver.gump]

Exxon is buying the stock of IOC, not select assets/liabilities. I don't think the $45/share will be affected, but they might deduct any additional debt from any proceeds from the Certification process. The Circular will likely address this issue.

Thats is still the shareholders equity being converted into teflon mikes golden parachute.

[Palm]

The Company Net Debt definition per the agreement is "except as otherwise provided in this Agreement, the total debt (including bank indebtedness) of the Company less the total of cash and cash equivalents and deposits of Company, in each case calculated in accordance with IFRS, but specifically excludes the value of any hedges;"

In section 3.1 The Company (IOC) warrants that it's Net Debt at July 15, 2016 does not exceed $218 million, as pointed out by Tusker above. In effect IOC has violated a term of the agreement since their debt of $230 million, less its cash and cash equivalents of $5.8 million is $224.2 million at June 30. Unless by July 15 they somehow "found" Net Debt of $6.2 million, IOC would be in violation of 3.1 (ee).

If XOM wants to press the issue, they would have to notify IOC and IOC would have a period of time to remedy. MH signed the Agreement with Exxon effective July 21; would be interesting to know what Net Debt was at July 15. Did he sign with a Covenant of the Agreement already violated?

[weaselpuppy]

$6M cash left? Obviously, they didn't take questions on the CC because the air time would have cut into the available cash to create 6 proxy mailings on the vote this time around too....Great Leaders make Decisions about Priorities! MH just showing some fiduciality, y'know!

[Optionray]

Anyone ever heard of a company, deciding against the purchase of another company after finding our relevant information?  Also, curious if there are any clauses in the agreement, should xom back out of the deal, to be penalized.  Perhaps a 75 million fee, that should help keep us afloat  (sarcasm).  If 6 million cash is correct, you/we don't appear to be in a position to vote no.  Sickening......  I'm buying some more puts tomorrow.  I've got this bad feeling, just hope I'm wrong.  Given the apparent situation, I'm so disappointed after following IOC for 9 years only to end up like this.

[oliver.gump]

Anyone ever heard of a company, deciding against the purchase of another company after finding our relevant information?  Also, curious if there are any clauses in the agreement, should xom back out of the deal, to be penalized.  Perhaps a 75 million fee, that should help keep us afloat  (sarcasm).  If 6 million cash is correct, you/we don't appear to be in a position to vote no.  Sickening......  I'm buying some more puts tomorrow.  I've got this bad feeling, just hope I'm wrong.  Given the apparent situation, I'm so disappointed after following IOC for 9 years only to end up like this.

Adding to the corporate rout that teflon mike and his murder of crows has committed against our company, he is now blackmailing the owners to fire-sale the company so he can get his pay-day. He needs prison, for a long time, with a very large predatory homosexual room mate.

Vote NO, early on the XOM deal. put pressure on XOM to sharpen their pencil a bit.