Link to the Yukon Business Corporation Act

[jft310]

This is a link to The Yukon Business Corporation Act where section 193-talks about dissenting

https://www.canlii.org/en/yk/laws/stat/rsy-2002-c-20/latest/part-1/rsy-2002-

c-20-part-1.pdf

Section 193-11 states dissenters can dissent without cost to them .

Section 203.1 states the offeror (Exxon) gives to the Yukon Court a list of shareholders they could not reach a deal with and the Court then appoints an

independent appraiser who has access to all the previous court documents . That would include the BMO work and the Paradigm work . Not rocket science to see the differences in the work . Starts with no Total payments , no payments for assets outside E/A and questionable E/A work . The appraiser can look at anything they want .

Dissenting looks pretty good as we can reject Exxon's lowball bids and collect a payment from dissenting and a payment from the class action suit. Our dissent payment should be substanially higher than $45.00.

[jft310]

Here's a link for Gator who has not read this information but calls me a liar for what it states.

[Gator]

Gator wrote

"Pulled our dissent" and "continuing to dissent" are mutual exclusive. Everything else you wrote is bullshit to cover up your lie.

I said you lied because you stated you pulled you dissent ( http://shareholdersunite.com/mybb/showth...?tid=11760 ) and yet you also claim to continued to dissent. http://shareholdersunite.com/mybb/showth...?tid=11841

Speaking of lies, Please show me when I said this. -"You Stated the stock would drop back into the $20's"

[Palm]

The YBCA Sec 193 is certainly very interesting to read. But it can't be read alone and guessed at what it means.

For instance, in 193 it states several things that one can file a dissent to. One is the type of transaction involving IOC and the Exxon sub which purchased it. Another action that can be dissented is what's called a "Continuance", which under Canadian business law is the act of "continuing" a Canadian registered company out of one province to another.

On Feb 22nd per SEDAR, Interoil filed a required Early Warning filing regarding the wrapping up of the purchase. In section 5 of that filing under Purposes of The Transaction/Future Plans the following is stated:

"On February 22, 2017, InterOil was continued out of Yukon and into British Columbia for the purpose of amalgamating with the Purchaser pursuant to the Business Corporations Act (British Columbia) to form ExxonMobil Canada Holdings ULC ("Amalco") following which, all of the subsidiaries of Amalco were sold to its parent, ExxonMobil Exploration and Production International Holding LLC."

So the questions are:
1. Did dissenters file a dissent to this Continuance, and if not, do they still have time (or do they think it's a non-issue)?
2. What can/will/might Exxon do with this? Will they be allowed (under the Corporate Act) to treat IOC as always having been a BC corp and say the Yukon Supreme Court can't hear this valuation issue again?

This should at least be checked out and not brushed away. But in the end it doesn't affect me, just interested in this type of thing and how the Exxons of the world operate.

Also this idea that 193 allows one to request that the Supreme Court use the NAV exclusively in valuing IOC must be the the micro-print somewhere. The history of cases of valuations by the courts certainly doesn't support this. History is that once a purchaser satisfies the court (as Exxon/IOC did most recently) that it went through the proper steps of the purchase, the court will take into account the valuation methods used, facts such as other offers (there were none), etc. The court will then look at those items.

Included in the Exxon/IOC MIC is a thorough BMO valuation as well as comments on where the Paradigm valuation falls short in its proper valuation (didn't use Ant 6 drilling results which caused the GLJ reduction in resource estimates, etc., etc., etc.,). And the BMO NAV actually comes in below the $45 offer price.

Fact is JFT has been forced to stay with the dissent due to not timely filing the request to rescind. And he has evidently chosen to fight the fight, which is I guess admirable, but also necessary if seeking some POSSIBLE higher valuation from either the Yukon or BC court. I wish him the best of luck. The Canadian laws state that the dissent process can result in a same, higher or lower price for one's shares.

Kind of like the old Woodrow Hayes statement on throwing a pass; There are 3 things that can happen when you throw a pass, and only one of them is good. You can complete it, or it can be incomplete or intercepted.

Best of luck to dissenters

[jft310]

We have legal counsel who has experience with dissents