InterOil Corporation Announces Pricing of Public Offerings (Australia)

InterOil Corporation today announced the pricing of its previously announced public offerings of notes and common shares, consisting of an aggregate US$61 million principal amount of 2.75% convertible senior notes due 2015 and 2,434,785 common shares at an issue price of US$75.00 per share.

The underwriters have the right to exercise options to purchase up to an additional aggregate US$9 million principal amount of the notes and an additional 365,215 common shares at US$75.00 per share to cover over-allotments. InterOil expects to receive pre-overallotment total combined net proceeds from the offerings of approximately US$231 million, after deducting the underwriting discounts, and standard offering expenses.

InterOil intends to use the net proceeds from this offering, including the net proceeds from any exercise of the over-allotment options, for the development and construction in Papua New Guinea of a proposed condensate stripping plant and related facilities and a liquefied natural gas plant and related facilities, exploration and development activities in Papua New Guinea, the repayment of the $25 million loan with Clarion Finanz AG, which matures in January 2011, and general corporate purposes.

The notes and common shares will be issued under InterOil’s shelf prospectus dated November 2, 2010 and prospectus supplements to be dated November 5, 2010. InterOil may, in lieu of delivery of common shares upon conversion of all or a portion of the notes, elect to pay cash or a combination of cash and common shares.

InterOil may redeem the notes if the price of its common shares rises to and maintains certain target levels. Holders of the notes may, upon the occurrence of certain fundamental changes, require InterOil to repurchase for cash all or a portion of their notes at a price equal to the full principal amount of such convertible notes, plus any accrued and unpaid interest.

The closing of the offerings is expected to take place on November 10, 2010, subject to satisfaction of customary closing conditions.

About InterOil

InterOil Corporation is developing a vertically integrated energy business whose primary focus is Papua New Guinea and the surrounding region. InterOil’s assets consist of petroleum licenses covering about 3.9 million acres, an oil refinery, and retail and commercial distribution facilities, all located in Papua New Guinea. In addition, InterOil is a shareholder in a joint venture established to construct an LNG plant in Papua New Guinea.

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Source: InterOil Corporation, November 5, 2010