UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)

INTEROIL CORPORATION

(Name of Issuer)

Common Shares, No Par Value Per Share

(Title of Class of Securities)

   460951106  

(CUSIP Number)

Arthur F. McMahon, III

425 Walnut Street, Suite 1800

Cincinnati, Ohio  45202

(513) 381-2838

(Name, Address and Telephone Number of Persons

Authorized to Receive Notices and Communications)

April 12, 2016

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  o

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 132-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) relates to the common shares, no par value per share (the “Common Shares”), of InterOil Corporation, a Yukon corporation (the “Company”), and amends the Schedule 13D filed by Mr. Phil E. Mulacek, Five Sterling LP, the Sterling Mulacek Trust, Petroleum Independent & Exploration, LLC and Mr. Gerard Rene Jacquin (together, the “Reporting Persons”) on March 29, 2016 (the “Original Schedule 13D”). The principal executive offices of the Company are located at 163 Penang Road, #06-02 Winsland House II, Singapore 238463. The ownership percentages of the Reporting Persons were calculated based on 49,572,811 Common Shares outstanding, as reported as of December 31, 2015 on the Form 40-F filed by the Company on March 30, 2016 (the “2015 Annual Report”).

This Amendment No.1 is being filed by the Reporting Persons to furnish the additional information set forth herein. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Original Schedule 13D. Capitalized terms used herein and not defined herein have the meanings assigned to them in the Original Schedule 13D.

This Amendment No. 1 makes no amendments to the information in Item 2 of the Original Schedule 13D.

This Amendment No. 1 makes no amendments to the information in Item 3 of the Original Schedule 13D.

Item 4 is amended by adding the following:

(d), (f) - (g)           On April 12, 2016, Mr. Mulacek and PIE filed an application (the “Application”) before the Supreme Court of Yukon (the “Court”) in order for the Court to decide upon matters relevant to the Special Meeting, as well as the annual and special meeting of the holders of the Common Shares scheduled by the Company to be held June 14, 2016 (the “Annual Meeting”). In particular, with respect to the Annual Meeting, Mr. Mulacek and PIE seek in the Application an order from the Court that if their proposal to reduce the number of directors of the Company to six is approved at the Special Meeting, six directors will be elected at the Annual Meeting and such directors will be elected on an individual basis. The description of the Application in this Item 4 is qualified in its entirety by reference to the petition to the Court that was included in the Application, the text of which is filed as an exhibit to this Amendment No. 1.

Mr. Mulacek and PIE are in ongoing discussions with the Company about the matters described herein and the proposals described in the Original Schedule 13D (the “Proposals”). In connection with these discussions, the Company has requested that Mr. Mulacek and PIE stop taking actions to support and publicize the Proposals, including suspending all communications with other shareholders for 15 business days. Mr. Mulacek and PIE do not believe delaying action on the Proposals in any way is in the best interest of the Company and its shareholders. On April 14, 2016, Mr. Mulacek and PIE delivered a letter to the Company (the “April 14th Letter”) that, among other things:

The description of the April 14th Letter in this Item 4 is qualified in its entirety by reference to the April 14th Letter, the text of which is filed as an exhibit to this Amendment No. 1.

On April 15, 2016, Mr. Mulacek and PIE issued a press release (the “April 15th Press Release”) announcing the Application and their reasons for making it. The April 15th Press Release also discussed certain other matters related to the Company and the Proposals. The description of the April 15th Press Release in this Item 4 is qualified in its entirety by reference to the April 15th Press Release, the text of which is filed as an exhibit to this Amendment No. 1.

On April 19, 2016, Mr. Mulacek and PIE delivered a letter to the Company responding to certain proposals made by the Company (the “April 19th Letter”). Among other things, the April 19th Letter:

The description of the April 19th Letter in this Item 4 is qualified in its entirety by reference to the April 19th Letter, the text of which is filed as an exhibit to this Amendment No. 1.

If the discussions between Mr. Mulacek, PIE and the Company do not result in a resolution acceptable to Mr. Mulacek and PIE, Mr. Mulacek and PIE may take a number of further actions, including soliciting proxies from the holders of the Common Shares to vote in favor of the Proposals and on certain other matters at the Special Meeting or at the Annual Meeting and seeking further redress from the courts.

The Company is a “foreign private issuer” as defined in Rule 3b-4 promulgated under the Act, and the equity securities of the Company, including the Common Shares, are accordingly exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the Act. Mr. Mulacek and PIE will solicit proxies from holders of the Common Shares, if at all, in accordance with applicable rules and regulations in Canada. This Item 4 is not, itself, a solicitation of proxies for the Special Meeting or the Annual Meeting, and holders of Common Shares should not rely on the information in this Item 4 regarding the voting of their Common Shares or the furnishing of proxies for the Special Meeting or the Annual Meeting.

Item 5 is amended and restated in its entirety to reflect the number of common shares outstanding reported in the 2015 Annual Report as follows:

(a) - (b)                Mr. Mulacek personally beneficially owns 2,255,764 Common Shares, representing 4.6% of the Common Shares issued and outstanding.

Five Sterling beneficially owns 99,750 Common Shares, representing 0.2% of the Common Shares issued and outstanding. Mr. Mulacek may be deemed to have acquired beneficial ownership of the Common Shares held by Five Sterling because Mr. Mulacek is the sole member and president of PIE, which is the general partner of Five Sterling.

39,681 Common Shares are held in the Trust, representing 0.1% of the Common Shares issued and outstanding. Mr. Mulacek may be deemed to have beneficial ownership of the Common Shares held in the Trust because Mr. Mulacek is the sole trustee of the Trust.

PIE beneficially owns 127,000 Common Shares, representing 0.3% of the Common Shares issued and outstanding. Mr. Mulacek may be deemed to have acquired beneficial ownership of the Common Shares held by PIE because Mr. Mulacek is the sole member and president of PIE.

Mr. Mulacek has sole voting and dispositive power with respect to the Common Shares he holds personally and the shares held by PIE, Five Sterling and the Trust.

Mr. Jacquin beneficially owns 1,248,368 Common Shares, representing 2.5% of the Common Shares issued and outstanding. Mr. Jacquin has sole voting and dispositive power with respect to his Common Shares.

Each of Mr. Mulacek, Five Sterling, the Trust and PIE disclaims membership in a group with Mr. Jacquin and each other. Mr. Jacquin disclaims membership in a group with each of the other Reporting Persons.  The filing of the Original Schedule 13D or this Amendment No. 1 shall not be construed as an admission that Mr. Mulacek is the beneficial owner of any of the Common Shares that Five Sterling, the Trust or PIE may be deemed to beneficially own.

(c)                        None of the Reporting Persons has effected any transactions in the Common Stock during the past sixty days.

(d)                        Except for the Reporting Persons and members of Mr. Mulacek’s household, no person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares beneficially owned by the Reporting Persons.

(e)                        Not applicable.

Item 6 is amended by adding the following:

The discussion in Item 4 above of this Amendment No. 1 is incorporated into this Item 6.

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Exhibit 99.1

SUPREME COURT OF YUKON

Between

PHILIPPE E. MULACEK

Petitioner

and

INTEROIL CORPORATION

Respondent

PETITION

THIS IS THE PETITION OF:

Philippe E. Mulacek

c/o Lamarche & Lang

505 Lambert Street

Whitehorse, Yukon Territory

Y1A 1Z8

ON NOTICE TO:

InterOil Corporation

c/o Lackowicz & Hoffman

300-204 Black Street

Whitehorse, Yukon Territory

Y1A 2M9

Let all persons whose interests may be affected by the order sought TAKE NOTICE that the petitioner applies to court for the relief set out in this petition.

APPEARANCE REQUIRED

IF YOU WISH TO BE NOTIFIED of any further proceedings, YOU MUST GIVE NOTICE of your intention by filing an APPEARANCE in Form 9 in this court within the time for appearance and YOU MUST ALSO DELIVER a copy of the Appearance to the petitioner’s address for delivery, which is set out in this petition.

YOU OR YOUR LAWYER may file the APPEARANCE. You may obtain an APPEARANCE form at the registry.

IF YOU FAIL to file the Appearance within the proper time for appearance, the petitioner may continue this application without further notice to you.

TIME FOR APPEARANCE

Where this Petition is served on a person in Yukon, the time for appearance by that person is 7 days from the service (not including the day of service).

Where this Petition is served on a person outside Yukon, the time for appearance by that person after service is 21 days in the case of a person residing anywhere within Canada, 28 days in the case of a person residing in the United States of America, and 42 days in the case of a person residing elsewhere.

[or, where the time for appearance has been set by order of the court, within that time.]

TIME FOR RESPONSE

IF YOU WISH TO RESPOND to the Petition, you must, on or before 8 days from the end of the time for appearance provided for above,

(a) deliver to the petitioner

(i) 2 copies of a Response in Form 11, and

(ii) 2 copies of each affidavit on which you intend to rely at the hearing, and

(b) deliver to every other party of record

(i) one copy of a Response in Form 11, and

(ii) one copy of each affidavit on which you intend to rely at the hearing.

PETITION

The petitioner applies for an order that:

The petitioner will rely on sections 24(5), 144, 145and 249 of the Business Corporations Act, R.S.Y. 2002, c. 20 and Yukon Supreme Court Rule 10(1)(a) and (b).

The following affidavits will be relied on at the hearing, copies of which will be served:

The facts upon which this Petition is based are as follows:

Delivery of the Requisition

Receipt of Requisition

April 11 Response to Requisition

Calling of Special Meeting

Conduct of Meeting

Conduct of Annual General Meeting

Disclosure of Shareholder Lists

The petitioner estimates that the application will take 1 day.

NOTICE OF CASE MANAGEMENT CONFERENCE

TAKE NOTICE that this matter is exempt from the requirement to hold a case management conference pursuant to Practice Direction Civil-10 because the Petitioner is represented by a lawyer.

Exhibit 99.2

WILDEBOER DELLELCE LLP

April 14, 2016

BY EMAIL

Ms. Sheree Ford

General Counsel and Corporate Secretary

InterOil Corporation

163 Penang Road

#06 – 02 Winsland House II

Singapore 238463

Dear Ms. Ford:

Proposed Meeting with the Board of Directors of InterOil Corporation

On behalf of the concerned InterOil shareholders (the “Concerned InterOil Shareholders”) who signed the requisition dated March 21, 2016 (the “Requisition”), Mr. Mulacek sincerely appreciates the offer of the Board of Directors (the “Board”) of InterOil Corporation (“InterOil”) to engage in discussions to consider the various corporate governance initiatives brought to the attention of the Board in the Requisition, as stated in your letter of April 11, 2016.

However, in view of the past actions of InterOil, the Concerned InterOil Shareholders do not believe it would be prudent for them to cease all shareholder communications for 15 business days while any discussions are underway, as the Board has requested. Unless and until a mutually acceptable resolution is reached, the Concerned InterOil Shareholders and advisers will continue to take any and all actions that they believe are necessary or desirable to call the special meeting according to the Requisition and allow shareholders an opportunity to voice their views on the resolutions proposed in the Requisition.

Mr. Mulacek is willing to meet with members of the Board at any mutually convenient place and time, provided there is a serious intent by the Board to address the various corporate governance initiatives in the Requisition. The Concerned InterOil Shareholders were very disappointed at the non-productive engagement of Mr. Finlayson and Mr. Chee at the meeting on Friday, April 8, 2016. The directors simply asked Mr. Mulacek to repeat what was already clearly stated in the Requisition and vaguely replied that they would consider the resolutions and respond when appropriate.

In order for any further meeting to be productive, it is important that the Board first provide a meaningful and considered proposal to the Concerned InterOil Shareholders to address the various corporate governance initiatives in the Requisition, which may be on a “without prejudice” basis. Once the Concerned InterOil Shareholders have received a constructive proposal, it would then be useful to meet and provide a formal response. We look forward to receiving your proposal soon on their behalf.

Sincerely,

/s/ MARK WILSON

Mark Wilson

Encl.

Exhibit 99.3

FOR IMMEDIATE RELEASE:

April 15, 2016

Concerned InterOil Shareholders Commence Legal Proceedings to Protect Basic Right of Shareholders

HOUSTON, TEXAS – April 15, 2016 – The founding shareholder and former chairman and Chief Executive Officer of InterOil Corporation (“InterOil” or the “Company”) (NYSE:IOC), Phil Mulacek, and Petroleum Independent & Exploration, LLC (the “Concerned InterOil Shareholders”), announced today that Mr. Mulacek on behalf of the Concerned InterOil Shareholders and certain other shareholders commenced legal proceedings against the Company regarding the requisition (the “Requisition”) of a special meeting of shareholders (the “Special Meeting”) made by the Concerned InterOil Shareholders and certain other shareholders who collectively own over 7.5% of the issued and outstanding shares of the Company.

“The Board has failed to follow through on its statutory obligation to shareholders to call the Special Meeting that is intended to allow shareholders an opportunity to voice their views on the resolutions proposed in the Requisition,” Mr. Mulacek said. “Given the Company’s pattern of ignoring serious shareholder concerns about its operational decision making, corporate governance, overhead expenses, budgeting process and capital allocation, the Concerned InterOil Shareholders are disappointed, but not surprised at this. Forcing the Concerned InterOil Shareholders to commence legal proceedings to protect a basic right of shareholders is another vivid example of how InterOil flaunts fundamental principles of good corporate governance on a selective basis.”

“Current management and the Board have once again attempted to avoid being held accountable to shareholders. Since submitting our Requisition to the Company and filing an information circular, we have been inundated with calls from other shareholders who share our concerns and support the resolutions we have put forward. The Company has said calling a Special Meeting would be an ‘unnecessary use of corporate resources’, which we see as a blatant manipulation by the Board and Management. The cost of a Special Meeting which will hold the board and management accountable - is not material in comparison to the continued destruction of shareholder value that has occurred and would occur without a Special Meeting,” continued Mr. Mulacek.

Background

On March 21, 2016, the Concerned InterOil Shareholders and certain other shareholders delivered the Requisition to the Company, and in the Requisition, the Concerned InterOil Shareholders requested that the Company call the Special Meeting and include several resolutions focused on improving the corporate governance of InterOil (the “Proposals”).

The Company did not acknowledge publicly that they had received the Requisition for ten days, until the Concerned InterOil Shareholders issued a press release on March 31, 2016.

On April 1, 2016, InterOil wrote to Mr. Mulacek, proposing to meet to discuss the Proposals. In the interests of avoiding further delay in adopting the Proposals in connection with the Special Meeting, Mr. Mulacek after consultation with other shareholders - readily agreed to the meeting. The meeting was finally held on April 8, 2016 to accommodate representatives of the Company, only one business day before InterOil was required to call the Special Meeting. By this time Mr. Mulacek had received significant supportive feedback from numerous InterOil shareholders, and he came prepared to constructively negotiate with the Company. Much to his disappointment, it quickly became clear that InterOil’s representatives had no intention of negotiating with the Concerned InterOil Shareholders. After requesting Mr. Mulacek to repeat the Proposals, they vaguely replied that they would consider the Proposals and respond when appropriate.

InterOil had until April 11, 2016 to call the Special Meeting, but made no announcement to that effect, nor did they confirm that the proposals would be included in the Company’s annual and special meeting scheduled for June 14, 2016. After receiving a letter from the Concerned InterOil Shareholders’ counsel on April 10, 2016, the Company finally responded with a letter on April 11, 2016, that suggested the Requisition had not been validly delivered (despite being received by the Company), and proposed that all parties “cease all public activities and related shareholder communications in connection with these matters for a period of 15 business days,” to facilitate further discussions.

On April 12, 2016, fearing further delay or obstruction of the Concerned InterOil Shareholders commenced an action was filed privately with the Supreme Court of Yukon to call the Special Meeting to protect and ensure that InterOil shareholders have an opportunity to consider the Proposals and hold the Board accountable.

Advisors:

The Concerned InterOil Shareholders have retained Wildeboer Dellelce LLP and Taft Stettinius & Hollister LLP as its legal advisors, and Bayfield Strategy as its strategic communications advisor in connection with this matter.

About Phil Mulacek:

Mr. Mulacek is the founding shareholder of InterOil and served as chairman, CEO and a director until his retirement from the company in November, 2013. During his tenure at the company, its market capitalization grew from approximately US$10 million (~ US$0.50/share) to over US$4.5 billion (~ US$92.00/share) at his departure. The company also constructed the first petroleum refinery in Papua New Guinea, a 36,000 bpd facility at Napa Napa, with a fully integrated downstream business that contributed to support of the company.

Mr. Mulacek led InterOil’s discovery of the world-class Elk and Antelope gas fields in the Gulf Province of Papua New Guinea, with approximately 10 to 15 tcfe of certified hydrocarbon resource, and the nearby Triceratops gas field, with approximately 1 tcfe of certified hydrocarbon resource. These fields have been among the largest onshore discoveries in PNG and Asia recent years.

Since retiring from InterOil in 2013, Mr. Mulacek has remained actively involved in the upstream oil and gas industry in Papua New Guinea, the US and elsewhere globally through his affiliated companies with offices in Singapore and branch offices in the United States. He resides in Singapore.

Cautionary Statement Regarding Forward-Looking Statements:

This press release contains forward-looking statements. All statements contained in this filing that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words "anticipate," "believe," "expect," "estimate," "plan," and similar expressions are generally intended to identify forward-looking statements. These statements are based on current expectations of the Concerned InterOil Shareholders and currently available information. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. The Concerned InterOil Shareholders do not assume any obligation to update any forward-looking statements contained in this press release.

Information Contact:

For additional information on this press release and a copy of the Requisition (including the proposed resolutions), please contact the Concerned InterOil Shareholders at +1 (832) 510-7028, or by email at info@concernedinteroilshareholders.com

Media Contact:

Bayfield Strategy, Inc.

Riyaz Lalani

+1 (416) 907-9365

rlalani@bayfieldstrategy.com

Additional Information:

The Concerned InterOil Shareholders do not know at this time whether the business called for in the Requisition will be put to a vote by the shareholders of InterOil at the InterOil 2016 Meeting.

Information in Support of Public Broadcast Solicitation:

The Concerned InterOil Shareholders are relying on the exemption under section 9.2(4) of National Instrument 52-102 - Continuous Disclosure Obligations to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations.

This solicitation is being made by the Concerned InterOil Shareholders and not by or on behalf of the management of InterOil.

The address of InterOil is 163 Penang Road, Winsland House II, #06-02, Singapore, 238463.

The Concerned InterOil Shareholders have filed an information circular dated March 31, 2016 (the “Concerned InterOil Shareholders Circular”) concerning the Requisition, which is attached as an Exhibit to the Concerned InterOil Shareholders Circular. The Concerned InterOil Shareholders Circular will be available on InterOil’s company profile on SEDAR at http://www.sedar.com. The Concerned InterOil Shareholders have also filed a statement of beneficial ownership on Form 13-D (the “Form 13-D”), with the U.S. Securities and Exchange Commission. The Form 13-D also includes the Requisition as an Exhibit and is available at https://www.sec.gov/Archives/edgar/data/1221715/000114420416090986/v435587_sc13d.htm.

The Concerned InterOil Shareholders have not yet made a determination as to whether they will formally solicit a proxy from any person in connection with the Requisition. If the Concerned InterOil Shareholders do choose to solicit proxies for the InterOil shareholders meeting they may do so by mail, telephone, facsimile, email or other electronic means as well as by newspaper or other media advertising and in person by directors, officers and employees of the Concerned InterOil Shareholders who will not be specifically remunerated therefor. In addition, the Concerned InterOil Shareholders may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including press release, speech or publication, and by any other manner permitted under applicable Canadian laws. The Concerned InterOil Shareholders may engage the services of one or more agents and authorize other persons to assist them in soliciting proxies on behalf of the Concerned InterOil Shareholders.

At this time, the Concerned InterOil Shareholders have not entered into any agreement pursuant to which an agent has agreed that it will act as proxy agent for the Concerned InterOil Shareholders should the Concerned InterOil Shareholders commence a formal solicitation of proxies. All costs incurred for the solicitation will be borne by the Concerned InterOil Shareholders.

A registered holder of common shares of InterOil that gives a proxy may revoke it: (a) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the form of proxy to be provided by the Concerned InterOil Shareholders, or as otherwise provided in the proxy circular, once made available to shareholders; (b) by depositing an instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing, as the case may be: (i) at the registered office of InterOil at any time up to and including the last business day preceding the day the meeting of InterOil shareholders or any adjournment or postponement of the meeting is to be held, or (ii) with the chairman of the meeting prior to its commencement on the day of the meeting or any adjournment or postponement of the meeting; or (c) in any other manner permitted by law.

A non-registered holder of common shares of InterOil will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary. It should be noted that revocation of proxies or voting instructions by a non-registered holder can take several days or even longer to complete and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form to ensure it is given effect in respect of the meeting.

Neither the Concerned InterOil Shareholders, nor any directors or officers, or any associates or affiliates of the foregoing, has: (i) any material interest, direct or indirect, in any transaction since the beginning of InterOil’s most recently completed financial year or in any proposed transaction that has materially affected or would materially affect InterOil or any of its subsidiaries; or (ii) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter currently known to be acted on at the upcoming meeting of InterOil shareholders, other than the matters set forth in the Requisition.

However, certain of the Concerned InterOil Shareholders are the beneficial holders of minority indirect participation interests in certain of InterOil’s petroleum prospecting licenses and petroleum retention licenses in Papua New Guinea under indirect participation agreements with InterOil. The Concerned InterOil Shareholders believe that these indirect participation interests are not material to InterOil but are nevertheless fully aligned and not in conflict with the interests of InterOil shareholders.

Exhibit 99.4

WILDEBOER DELLELCE LLP

April 19, 2016

BY EMAIL

Ms. Sheree Ford

General Counsel and Corporate Secretary

InterOil Corporation

163 Penang Road

#06 – 02 Winsland House II

Singapore 238463

Dear Ms. Ford:

Re: Requisition of Shareholder Meeting

Thank you for your letters of April 17, 2016 and April 19, 2016 concerning the response of InterOil Corporation (“InterOil”) to the requisition dated March 21, 2016 (the “Requisition”) of our client Mr. Phil Mulacek, as well as other InterOil shareholders (the “Concerned InterOil Shareholders”). The Concerned InterOil Shareholders appreciate the statement by InterOil’s board (the “Board”) that it would be willing to engage on the issues raised by the Requisition, and in that spirit have asked me to convey their response to the Board’s proposal included in your letters.

Since public announcement of the Requisition, the Concerned InterOil Shareholders have received overwhelming support for their position from a broad range of shareholders, including institutional, fund, and individual shareholders. The consistent message from all has been that the issues raised by the Requisition are real and urgent, and that the Concerned InterOil Shareholders have their full support to advocate for fundamental changes in corporate governance at InterOil.

With respect to InterOil’s intention to nominate eight directors for election at the Annual and Special Meeting to be held on June 14, 2016 (the “Meeting”), the Concerned InterOil Shareholders do not believe that a larger Board is necessary for InterOil to have access to a broad range of expertise. The Board can always retain advisers as needed from time to time to provide focused expertise without the burden of a larger fixed number of directors. A smaller Board would also permit InterOil to compensate its directors at a higher level individually, and so attract directors with greater competencies in key areas and ensure accountability by the directors.

In response to the items outlined in your letters of April 17 and April 19, the Concerned InterOil Shareholders would be prepared to agree to include the items of business set out in the Requisition at the Meeting rather than holding a separate meeting on June 10, 2016, so long as the items of business set out in the Requisition are the first items of business tabled at the Meeting (for greater certainty, before the election of directors is held) and upon the following further conditions:

We have sent this to you on a without prejudice basis, and look forward to your response.

Sincerely,

/s/ MARK WILSON

Mark Wilson

Encl.

Exhibit 99.5

EXHIBIT 5

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Schedule 13D (including any and all amendments thereto) with respect to the common shares, no par value, of InterOil Corporation, and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other filing party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.

In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of March 29, 2016.