U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-X
APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING
A. Name of issuer or person filing ("Filer"):
InterOil Corporation
B. This is [check one]
[X] an original filing for the Filer
[ ] an amended filing for the Filer
C. Identify the filing in conjunction with which this Form is being filed:
Name of Registrant: InterOil Corporation
Form Type: Registration Statement on Form F-10
File Number (if known): 333-
Filed by: InterOil Corporation
Date Filed: May 5, 2005, concurrently with this Form F-X
D. The Filer is incorporated or organized under the laws of Canada and has its
principal place of business at Suite 5300, Commerce Court West, 199 Bay St.,
Toronto, Ontario M5L 1B9, Canada, telephone number (416) 869-5500.
E. The Filer designates and appoints Gary M. Duvall ("Agent"), located at 25025
I-45 North, Suite 420, The Woodlands, Texas 77380, telephone number (281)
292-1800, as the agent of the Filer upon whom may be served any process,
pleadings, subpoenas, or other papers in:
(a) any investigation or administrative proceeding conducted by the Commission;
and
(b) any civil suit or action brought against the Filer or to which the Filer has
been joined as defendant or respondent, in any appropriate court in any place
subject to the jurisdiction of any state or of the United States or of any of
its territories or possessions or of the District of Columbia, where the
investigation, proceeding or cause of action arises out of or relates to or
concerns (i) any offering made or purported to be made in connection with the
securities registered or qualified by the Filer on Form F-10 on January [ ],
2005 or any purchases or sales of any security in connection therewith; (ii) the
securities in relation to which the obligation to file an annual report on Form
40-F arises, or any purchases or sales of such securities; (iii) any tender
offer for the securities of a Canadian issuer with respect to which filings are
made by the Filer with the Commission on Schedule 13E-4F, 14D-1F or 14D-9F; or
(iv) the securities in relation to which the Filer acts as trustee pursuant to
an exemption under Rule 10a-5 under the Trust Indenture Act of 1939. The Filer
stipulates and agrees that any such civil suit or action or administrative
proceeding may be commenced by the service of process upon, and that service of
an administrative subpoena shall be effected by service upon such agent for
service of process, and that service as aforesaid shall be taken and held in all
courts and administrative tribunals to be valid and binding as if personal
service thereof had been made.
F. Each person filing this Form in connection with:
(a) the use of Form F-9, F-10, 40-F or SB-2 or Schedule 13E-4F, 14D-1F or 14D-9F
stipulates and agrees to appoint a successor agent for service of process and
file an amended Form F-X if the Filer discharges the Agent or the Agent is
unwilling or unable to accept service on behalf of the Filer at any time until
six years have elapsed from the date the issuer of the securities to which such
forms and schedules relate has ceased reporting under the Exchange Act;
(b) the use of Form F-8, Form F-80 or Form CB stipulates and agrees to appoint a
successor agent for service of process and file an amended Form F-X if the Filer
discharges the Agent or the Agent is unwilling or unable to accept service on
behalf of the Filer at any time until six years have elapsed following the
effective date of the latest amendment to such Form F-8, Form F-80 or Form CB;
(c) its status as trustee with respect to securities registered on Form F-7,
F-8, F-9, F-10, F-80 or SB-2 stipulates and agrees to appoint a successor agent
for service of process and file an amended Form F-X if the Filer discharges the
Agent or the Agent is unwilling or unable to accept service on behalf of the
Filer at any time during which any of the securities subject to the indenture
remain outstanding; and
(d) the use of Form 1-A or other Commission form for an offering pursuant to
Regulation A stipulates and agrees to appoint a successor agent for service of
process and file an amended Form F-X if the Filer discharges the Agent or the
Agent is unwilling or unable to accept service on behalf of the Filer at any
time until six years have elapsed from the date of the last sale of securities
in reliance upon the Regulation A exemption.
Each Filer further undertakes to advise the Commission promptly of any change to
the Agent's name or address during the applicable period by amendment of this
form, referencing the file number of the relevant form in conjunction with which
the amendment is being filed.
G. Each person filing this Form, other than a trustee filing in accordance with
General Instruction I.(a) of this form, undertakes to make available, in person
or by telephone, representatives to respond to inquiries made by the Commission
staff, and to furnish promptly, when requested to do so by the Commission staff,
information relating to: (i) the Forms, Schedules and offering statements
described in General Instructions I.(a), I.(b), I.(c), I.(d) and I.(f) of this
Form, as applicable; (ii) the securities to which such Forms, Schedules and
offering statements relate; and (iii) the transactions in such securities.
(Remainder of page intentionally left blank)
The Filer certifies that it has duly caused this power of attorney, consent,
stipulation and agreement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Woodlands, Texas, on the 4th day of May, 2005.
FILER: INTEROIL CORPORATION
By: /s/ Phil E. Mulacek
--------------------------------------
Phil E. Mulacek
Chairman of the Board,
Chief Executive Officer and President
This statement has been signed by the following person in the capacity and on
the date indicated.
AGENT: GARY M. DUVALL
/s/ Gary M. Duvall
---------------------------
Gary M. Duvall
Date: May 4, 2005