F-10/A

As Filed with the Securities and Exchange Commission on April 17, 2009

Registration No. 333-157617

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1
to

FORM F-10

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

INTEROIL CORPORATION

(Exact name of Registrant as Specified in its charter)

Yukon Territory, Canada	1311	None
(Province or Other Jurisdiction	(Primary Standard Industrial Classification	(I.R.S. Employer Identification Number (if
of Incorporation or Organization)	Code Number (if applicable))	applicable))

Level 1
60-92 Cook Street
Cairns, Queensland 4870, Australia
Telephone Number: +61 (7) 4046-4600
(Address and telephone number of Registrant’s principal executive offices)

CT Corporation System
111 Eighth Avenue
New York, New York 10011
Telephone Number: (212) 894-8940
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Copies to:

Mark Laurie	William B. Nelson	Y. Beth Riley
InterOil Corporation	Haynes and Boone, L.L.P.	Bennett Jones LLP
25025 I-45 North, Suite 420	1221 McKinney Street, Suite 2100	4500 Bankers Hall East
The Woodlands, Texas 77380	Houston, Texas 77010	Calgary, Alberta T2P 4K7
(281) 292-1800	(713) 547-2000	(403) 298-3100
	(713) 236-5699 (fax)

Approximate date of commencement of proposed sale of the securities to the public:
From time to time after effectiveness of this Registration Statement.

Yukon Territory

(Principal jurisdiction regulating this offering (if applicable))

It is proposed that this filing shall become effective (check appropriate box):

A. o	Upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada)
B. þ	At some future date (check the appropriate box below):
1. o	pursuant to Rule 467(b) on at (designate a time not sooner than 7 calendar days after filing)
2. þ	pursuant to Rule 467(b) on April 17, 2009, at 5:00 p.m. (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on April 15, 2009.
3. o	pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
4. o	After the filing of the next amendment to this form (if preliminary material is being filed).

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf short form prospectus offering procedures, check the following box. þ

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registration Statement shall become effective as provided in Rule 467 under the Securities Act of 1933, or such date as the Commission, acting pursuant to Section 8(a) of the Securities Act, may determine.

PART I
INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

Short Form Base Shelf Prospectus

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

This short form base shelf prospectus has been filed under legislation in the Province of Ontario that permits certain information about these securities to be determined after this short form base shelf prospectus has become final and that permits the omission from this short form base shelf prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities. All shelf information omitted from this short form base shelf prospectus will be contained in one or more shelf prospectus supplements that will be delivered to purchasers together with the short form base shelf prospectus.

This short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

Information has been incorporated by reference in this short form base shelf prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of the InterOil Corporation at Level 1, 60-92 Cook Street, Cairns, Queensland 4870 Australia, Telephone: +61 7 4046 4600, and are also available electronically at www.sedar.com.

Short Form Base Shelf Prospectus

Secondary Offering INTEROIL CORPORATION April 17, 2009

652,931 Common Shares

InterOil Corporation (“InterOil” or the “Company”) issued 652,931 Common Shares (the “Registrable Shares”) in a private placement on February 27, 2009 pursuant to the terms of a Share Purchase and Sale and Settlement Agreement (the “Settlement Agreement”) dated February 27, 2009, among the Company, Merrill Lynch Pierce, Fenner & Smith, Incorporated, (“Merrill Lynch”), Merrill Lynch PNG LNG Corp. (“MLPLC”), InterOil LNG Holdings, Inc., PNG LNG Inc., Liquid Niugini Gas Ltd, Liquid Niugini Gas Australia Pty Ltd and Pacific LNG Operations Ltd. (the “Private Placement”). The Company issued all of the Registrable Shares to MLPLC. See “Registration Rights” and “Selling Securityholder.”

This short form base shelf prospectus may be used by MLPLC and its permitted transferees and assignees, as a selling securityholder (each, a “Selling Securityholder”), in connection with resales, from time to time, during the period that this short form base shelf prospectus, including any amendments thereto, remains valid, of the Registrable Shares. See “Selling Securityholder.”

This short form base shelf prospectus is being filed pursuant to InterOil’s obligation to register the resale of the Registrable Securities pursuant to the terms of the Registration Rights Agreement dated as of February 27, 2009, among the Company and MLPLC (the “Registration Rights Agreement”). See “Registration Rights” and “Plan of Distribution.”

The Selling Securityholder may sell all or any portion of the Registrable Securities in one or more transactions through brokerage transactions, in private, negotiated transactions, or through any other means described in the section entitled “Plan of Distribution.” The sales may be made at market prices prevailing at the time of sale, at negotiated prices or at fixed prices.

InterOil will not receive any of the proceeds from the resale of the Registrable Securities by the Selling Securityholder. Pursuant to the Registration Rights Agreement, InterOil is responsible for registration expenses relating to this short form base shelf prospectus, the shelf registration statement filed with the United States Securities and Exchange Commission (the “SEC”) and the prospectus supplements (if any) filed in connection with this short form base shelf prospectus, and the Selling Securityholder is responsible for all underwriting expenses, discounts, selling commissions and transfer taxes applicable to the sale of the Registrable Securities and all fees and disbursements of counsel for the Selling Securityholder. See “Plan of Distribution.”

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

Investing in the Registrable Securities involves risks. See “Risk Factors.”

The Common Shares are listed and posted for trading under the symbol “IOC” on the New York Stock Exchange. On April 16, 2009, the closing price of the Common Shares was U.S.$32.40 per share on the New York Stock Exchange. Effective at the close of markets on January 27, 2009, the Common Shares were delisted from the Toronto Stock Exchange. The Common Shares were delisted from the NYSE AMEX effective as of the close of markets on March 31, 2009 and commenced trading on the New York Stock Exchange at the opening of markets on April 1, 2009.

No underwriter has been involved in the preparation of, or has performed a review of, the contents of this short form base shelf prospectus.

In this short form base shelf prospectus and in any prospectus supplement, unless otherwise specified or the context otherwise requires, all dollar amounts are expressed in U.S. dollars.

InterOil’s corporate office is located at Level 1, 60-92 Cook Street, Cairns, Queensland 4870, Australia, and its registered office is located at 300 — 204 Black Street, Whitehorse, Yukon Y1A 2M9 Canada.

InterOil is permitted under the multi-jurisdictional disclosure system adopted by the United States to prepare this short form base shelf prospectus in accordance with Canadian disclosure requirements, which are different from those of the United States. InterOil prepares its financial statements in accordance with Canadian generally accepted accounting principles, and they are subject to Canadian auditing and auditor independence standards. They may not be comparable to financial statements of United States companies prepared in conformity with accounting principles generally accepted in the United States of America.

Owning the Registrable Securities may subject you to tax consequences both in the United States and Canada. This short form base shelf prospectus, or any applicable prospectus supplement, may not describe these tax consequences fully. You should read the tax discussion in any applicable prospectus supplement. See “Certain Income Tax Considerations.”

The Selling Securityholder is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction. Although the Selling Securityholder has appointed an agent for service of process in Canada, the name and address of which are identified under “Selling Securityholder,” it may not be possible for investors to enforce judgments obtained in Canada against the Selling Securityholder.

Your ability to enforce civil liabilities under the United States federal securities laws may be affected adversely because InterOil is incorporated under the laws of the Yukon Territory, Canada, most of InterOil’s officers and directors and some of the experts named in this short form base shelf prospectus are not resident in the United States and most of InterOil’s assets, the assets of InterOil’s directors and officers and of these experts are located outside the United States.

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TABLE OF CONTENTS

	Page
DEFINITIONS AND OTHER MATTERS		3
CAUTIONARY NOTE TO UNITED STATES INVESTORS		3
FORWARD-LOOKING STATEMENTS		4
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES		5
DOCUMENTS INCORPORATED BY REFERENCE		5
INTEROIL CORPORATION		7
REGISTRATION RIGHTS		9
SELLING SECURITYHOLDER		10
DESCRIPTION OF THE COMMON SHARES		11
MARKET FOR SECURITIES		11
PRIOR SALES		11
USE OF PROCEEDS		12
CONSOLIDATED CAPITALIZATION		12
PLAN OF DISTRIBUTION		13
RISK FACTORS		14
CERTAIN INCOME TAX CONSIDERATIONS		15
LEGAL MATTERS		15
EXPERTS		15
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT		15
AVAILABLE INFORMATION		16
AUDITORS, TRANSFER AGENT AND REGISTRAR		16
PURCHASERS’ STATUTORY RIGHTS		16
AUDITOR’S CONSENT		16
CERTIFICATE OF THE COMPANY		16
EX-23.1

DEFINITIONS AND OTHER MATTERS

In this short form base shelf prospectus and in any prospectus supplement, unless otherwise specified or the context otherwise requires, all dollar amounts are expressed in U.S. dollars. Unless otherwise indicated, all financial information included and incorporated by reference in this short form base shelf prospectus or included in any prospectus supplement is determined using Canadian GAAP. “U.S. GAAP” means generally accepted accounting principles in the United States. For a discussion of the principal differences between InterOil’s financial information as calculated under Canadian GAAP and under U.S. GAAP, you should refer to the notes of InterOil’s consolidated annual financial statements incorporated by reference into this short form base shelf prospectus, including relevant U.S. GAAP reconciliations. Unless the context otherwise requires, all references in this short form base shelf prospectus and any prospectus supplement to “InterOil”, the “Company”, “we”, “us” and “our” mean InterOil Corporation and its subsidiaries, partnership interests and joint venture investments.

As used herein, “PNG” means the Independent State of Papua New Guinea.

CAUTIONARY NOTE TO UNITED STATES INVESTORS

This short form base shelf prospectus has been, and any prospectus supplement will be, prepared in accordance with the requirements of Canadian securities laws, which differ from the requirements of United States securities laws.

Unless otherwise indicated, all resource estimates included in this short form base shelf prospectus and any prospectus supplement have been, and will be, prepared in accordance with National Instrument 51-101 — Standards of Disclosure for Oil and Gas Activities
(“NI 51-101”). NI 51-101 is a rule developed by the Canadian Securities Administrators which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning oil and gas activities. As at the date of this short form base shelf prospectus, InterOil does not have any reserves as such term is defined in NI 51-101.

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Canadian standards, including NI 51-101, differ significantly from the requirements of the SEC, and any reserve and resource information incorporated by reference into this short form base shelf prospectus and any prospectus supplement may not be comparable to similar information disclosed by U.S. companies. In particular, the term “resource” does not equate to the term “reserves.” Under U.S. standards, oil and gas deposits may not be classified as “proved reserves” unless the determination has been made that the oil and gas is reasonably certain to be economically and legally produced and sold under economic conditions prevailing at the time the reserve determination is made. The SEC’s disclosure standards normally do not permit the inclusion of information concerning “probable reserves”, “possible reserves” or “resources” or other descriptions of the amount of oil and gas deposits that do not constitute “proved reserves” by U.S. standards in documents filed with the SEC. U.S. investors should also understand that “resources” have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of a “resource” will ever be upgraded to a higher category. Investors are cautioned not to assume that all or any part of a “resource” exists or is economically or legally recoverable. The Canadian standards for identification of “proved reserves” are also not the same as those of the SEC, and proved reserves that may be reported in the future by InterOil in compliance with Canadian standards may not qualify as “proved reserves” under SEC standards.

FORWARD-LOOKING STATEMENTS

Certain statements contained in, or incorporated by reference into, this short form base shelf prospectus are forward-looking statements as defined in the Canadian and U.S. federal securities laws. Such statements are generally identifiable by the terminology used, such as “may,” “plans,” “believes,” “expects,” “anticipates,” “intends,” “estimates,” “forecasts,” “budgets,” “targets” or other similar wording suggesting future outcomes or statements regarding an outlook. InterOil has based these forward-looking statements on its current expectations and projections about future events. All statements, other than statements of historical fact, included in or incorporated by reference in this short form base shelf prospectus are forward-looking statements. Forward-looking statements include, without limitation, statements regarding InterOil’s plans for its exploration activities and other business segments and results therefrom, expanding its business segments, operating costs, business strategy, contingent liabilities, environmental matters, and plans and objectives for future operations, the timing, maturity and amount of future capital and other expenditures.

Many risks and uncertainties may impact the matters addressed in these forward-looking statements, including but not limited to:

• the inherent uncertainty of oil and gas exploration activities;

• potential effects of oil and gas price declines;

• the uncertain outcome of our negotiations with the Papua New Guinea government to determine the price at which our refined products may be sold;

• the availability of crude feedstock at economic rates;

• the ability to meet maturing indebtedness;

• the uncertainty in our ability to attract capital;

• general economic conditions and illiquidity in financial and credit markets

• interest rate risk;

• the impact of competition

• losses from our hedging activities;

• inherent limitations in all control systems, and misstatements due to error that may occur and not be detected;

• fluctuations in currency exchange rates;

• the recruitment and retention of qualified personnel;

• the availability and cost of drilling rigs, oilfield equipment, and other oilfield exploration services;

• our ability to finance the development of our LNG facility;

• our ability to timely construct and commission our LNG facility;

• the margins for our refined products;

• the inability of our refinery to operate at full capacity;

• difficulties in marketing our refinery’s output;

• exposure to certain uninsured risks stemming from our refining operations;

• weather conditions and unforeseen operating hazards;

• political, legal and economic risks in Papua New Guinea;

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• compliance with and changes in foreign governmental laws and regulations, including environmental laws;

• landowner claims;

• the uncertainty in being successful in pending lawsuits and other proceedings;

• law enforcement difficulties;

• the impact of legislation regulating emissions of greenhouse gases on current and potential markets for our products;

• stock price volatility; and

• contractual defaults.

The forward-looking statements included in this short form base shelf prospectus are made only as of the date of this short form base shelf prospectus. Except as required by applicable Canadian securities law, InterOil does not undertake to publicly update these forward-looking statements to reflect new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events might or might not occur. InterOil cannot assure you that projected results or events will be achieved.

Given the risks and uncertainties of InterOil’s business, including those set forth and incorporated by reference in this short form base shelf prospectus, in any prospectus supplement and under the heading “Risk Factors” in the annual information form of InterOil dated March 27, 2009 for the year ended December 31, 2008, and amended management’s discussion and analysis for the year ended December 31, 2008 (“Management’s Discussion and Analysis”), actual results may differ materially from those expressed or implied by forward-looking statements. In addition, InterOil bases forward-looking statements on assumptions about future events, which may prove to not be accurate. In light of these risks, uncertainties and assumptions, prospective investors should not place undue reliance on forward-looking statements and should be aware that the forward-looking statements described in this short form base shelf prospectus (and in any prospectus supplement) and the documents incorporated by reference in this short form base shelf prospectus (and in any prospectus supplement) may not occur.

ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

InterOil is a corporation continued under the laws of the Yukon Territory, Canada, and substantially all of InterOil’s assets are located in PNG. Most of InterOil’s directors and officers are not residents of the United States of America. As a result, it may be difficult for United States investors to effect service of process within the United States on InterOil or InterOil’s directors or officers or to enforce in the United States upon judgments of courts of the United States predicated upon civil liability under United States federal securities laws against InterOil or InterOil’s directors or officers.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents have been filed with the securities commission or similar regulatory authority in the Province of Ontario and are specifically incorporated by reference in, and form an integral part of, this short form base shelf prospectus:

(a)	the management information circular dated May 12, 2008 relating to InterOil’s annual and special meeting of shareholders held on June 23, 2008;
(b)	the annual information form dated March 27, 2009 for the year ended December 31, 2008;
(c)	Management’s Discussion and Analysis;
(d)	the audited consolidated balance sheets as at December 31, 2008, 2007 and 2006 and the consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for the three years then ended together with the auditors’ report thereon dated March 27, 2009; and
(e)	the material change report dated March 12, 2009.

Any material change reports (excluding confidential reports), comparative interim financial statements, comparative annual financial statements and auditors’ reports thereon, management’s discussion and analysis of financial condition and results of operations, information circulars, filed in the Province of Ontario after the date of this short form base shelf prospectus and during the 25 month period that this short form base shelf prospectus, including any amendments hereto, remains in effect shall be deemed to be incorporated by reference in this short form base shelf prospectus.

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Upon a new annual information form and related audited annual financial statements and management’s discussion and analysis being filed by InterOil with, and where required, accepted by, the securities commission in the Province of Ontario during the term of this short form base shelf prospectus, the previous annual information form, the previous audited annual financial statements and related management’s discussion and analysis, all unaudited interim financial statements and related management’s discussion and analysis, material change reports and business acquisition reports filed prior to the commencement of InterOil’s financial year in which the new annual information form and related audited annual financial statements and management’s discussion and analysis are filed shall be deemed no longer to be incorporated into this short form base shelf prospectus for purposes of future offers and sales of Registrable Securities under this short form base shelf prospectus. Upon new interim financial statements and related management’s discussion and analysis being filed by us with the securities commission in the Province of Ontario during the term of this short form base shelf prospectus, all interim financial statements and related management’s discussion and analysis filed prior to the new interim consolidated financial statements and related management’s discussion and analysis shall be deemed no longer to be incorporated into this short form base shelf prospectus for purposes of future offers and sales of Registrable Securities under this short form base shelf prospectus. Upon a new information circular relating to an annual meeting of holders of InterOil common shares (the “Common Shares”) being filed by InterOil with the securities commission in the Province of Ontario during the term of this short form base shelf prospectus, the information circular for the preceding annual meeting of holders of Common Shares shall be deemed no longer to be incorporated into this short form base shelf prospectus for purposes of future offers and sales of Registrable Securities under this short form base shelf prospectus.

All shelf information permitted under applicable laws to be omitted from this short form base shelf prospectus will be contained in one or more prospectus supplements that will be delivered to prospective purchasers together with this short form base shelf prospectus. A prospectus supplement containing the specific terms of any offering of Registrable Securities offered thereunder and other information relating to such Registrable Securities will be delivered to prospective purchasers of such Registrable Securities together with this short form base shelf prospectus and will be deemed to be incorporated by reference into this short form base shelf prospectus as of the date of the prospectus supplement and only for the purposes of the offering of the Registrable Securities to which the prospectus supplement pertains.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this short form base shelf prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this short form base shelf prospectus.

To the extent that any document or information incorporated by reference into this short form base shelf prospectus is included in a report that is filed with or furnished to the SEC on Form 40-F or 6-K (or any respective successor form), such document or information shall also be deemed to be incorporated by reference as an exhibit to the registration statement on Form F-10 of which this short form base shelf prospectus forms a part. In addition, InterOil has and will incorporate by reference into this short form base shelf prospectus from documents that it files with or furnishes to the SEC pursuant to Section 13(a) or 15(d) of the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”). InterOil’s U.S. filings are electronically available from the SEC’s Electronic Document Gathering and Retrieval System, which is commonly known by the acronym EDGAR and may be accessed at www.sec.gov.

You should rely only on the information contained or incorporated in this short form base shelf prospectus or any applicable prospectus supplement and on the other information included in the registration statement of which this short form base shelf prospectus forms a part. InterOil has not authorized anyone to provide you with different or additional information. InterOil is not making an offer of the Registrable Securities in any jurisdiction where the offer is not permitted by law. You should not assume that the information contained in or incorporated by reference in this short form base shelf prospectus or any applicable prospectus supplement is accurate as of any date other than the date on the front of the applicable prospectus supplement.

Information has been incorporated by reference in this base shelf prospectus from documents filed with the securities commission or similar regulatory authority in the Province of Ontario, Canada and the SEC. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of InterOil at Level 1, 60-92 Cook Street, Cairns, Queensland 4870 Australia, Telephone: +61 7 4046 4600 and are also available electronically at www.sedar.com.

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INTEROIL CORPORATION

InterOil is developing a vertically-integrated energy company in Papua New Guinea and the surrounding region.

InterOil’s operations are organized into four major segments:

•	Upstream	Exploration and Production — Explores and appraises potential oil and natural gas structures in Papua New Guinea with a view to commercializing significant discoveries.
•	Midstream	Refining — Produces refined petroleum products at Napa Napa in Port Moresby, Papua New Guinea for the domestic market and for spot export.
		Liquefaction — Developing an onshore liquefied natural gas processing facility in Papua New Guinea.
•	Downstream	Wholesale and Retail Distribution — Markets and distributes refined petroleum products domestically in Papua New Guinea on a wholesale and retail basis.
•	Corporate	Corporate — Provides support to the other business segments by engaging in business development and improvement activities and providing general and administrative services and management, undertakes financing and treasury activities, and is responsible for government and investor relations.

Upstream

InterOil’s upstream business currently has four exploration licenses in PNG, three of which are operated by InterOil and cover approximately 4.0 million acres, including 105,445 acres in the Elk/Antelope field where InterOil has focused its drilling program. InterOil has funded much of its exploration efforts to date through indirect participation interest agreements, pursuant to which investors make an up front payment to InterOil and are entitled to an indirect interest in a specified number of exploration wells.

On November 23, 2006, InterOil completed the Elk-1 well, a natural gas discovery. On May 1, 2008, InterOil announced that the Elk-4 well, which has been drilled into the Antelope structure, is a natural gas and condensate discovery. On September 4, 2008, the Elk-4 well recorded a short term gas flow rate of 105 million standard cubic feet per day (“mmscfpd”). The Antelope 1 well was spudded on October 15, 2008. On December 31, 2008, natural gas was encountered at 1,748 metres in a limestone/dolomite reservoir. Subsequently the Antelope-1 well completed and flow tested at 382 mmscfpd.

InterOil continues to evaluate the size and structure of the Elk and Antelope fields by drilling additional development wells. InterOil’s ability to commercialize these will depend on the results of these development wells. In addition, there is no market for natural gas in PNG, so InterOil’s ability to sell production from its discoveries will depend upon the development of a liquefied natural gas facility in PNG. As discussed below, InterOil is evaluating the construction of a liquefied natural gas facility near its refinery in PNG.

As of the date of this base prospectus, InterOil does not have any production of oil or gas and does not have any reserves as defined under Canadian NI 51-101 or under definitions established by the SEC.

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Midstream — Refining

InterOil’s midstream refinery is centrally located across the harbour from Port Moresby, the capital city of PNG. InterOil’s refinery, which was designed to comply with The World Bank’s environmental standards, processes “light sweet” crude, which is low in sulphur content and does not require product processing beyond distillation, reforming and blending. InterOil’s refinery had a nameplate operating capacity of 32,500 barrels per day. During 2008, improvements were made to the refinery such that its operational capacity was expanded from 32,500 barrels per day to 36,500 barrels per day. During the year ended December 31, 2008, average daily production was 22,011 barrels per operating day, which is below the refinery’s nameplate capacity. All of InterOil’s gasoline and middle distillates are sold in PNG, with naphtha and low sulphur waxy residue products primarily available for export.

Under InterOil’s 30 year agreement with the Government of PNG, the government has undertaken to ensure that all domestic distributors purchase their refined petroleum product needs from InterOil’s refinery, or any refinery which is later constructed in PNG, at an import parity price. In general, the import parity price is the price that would be paid in PNG for a refined product that is being imported. For each refined product produced and sold locally in PNG, the import parity price is currently calculated by adding the costs that would typically be incurred to import such product to the average posted price for such product in Singapore.

In November 2007, the basis of calculating the import parity price was revised on an interim basis so that the import parity price now more closely mirrors changes in the costs of crude feedstock than under the previous pricing formula. The interim import parity price formula was modified by changing the benchmark price for each refined product from being referenced to “Singapore Posted Prices”, which is no longer being updated, to “Mean of Platts Singapore” which is the interim benchmark price for refined products in the Asian Pacific region. Minor adjustments to this interim formula were made in June 2008 based on ongoing discussions with the PNG government with a view to finalizing a permanent replacement to the import parity price formula. However, the outcome of the review is uncertain and the application of the revised formula may be discontinued.

Midstream — Liquefaction

InterOil is also in the early stages of developing a liquefied natural gas facility which InterOil anticipates locating next to its refinery. InterOil is targeting this facility to produce up to 9 million tons of liquefied natural gas per year. To complete this complex project InterOil will need to develop extensive infrastructure. The facilities will require substantial amounts of financing and take years to complete. No assurances can be given that InterOil will be able to successfully construct such a facility, or as to the timing of such construction.

Downstream

InterOil has the largest wholesale and retail petroleum product distribution business in PNG. This business includes bulk storage, transportation distribution, and wholesale and retail of refined distribution facilities for refined petroleum products. At December 31, 2008, InterOil believed that it supplied approximately 77% of PNG’s refined petroleum product needs. InterOil’s retail and wholesale distribution business distributes diesel, jet fuel, gasoline, kerosene and fuel oil as well as Shell and BP branded commercial and industrial lubricants, such as engine and hydraulic oils. In general, all of the refined products sold pursuant to InterOil’s wholesale and retail distribution business are purchased from its refining and marketing business segment, with the exception of industrial lubricants and fuel oil, which constitute a small percentage of InterOil’s sales.

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REGISTRATION RIGHTS

InterOil issued the Registrable Securities to MLPLC (being the Selling Securityholder) in a private placement on February 27, 2009 pursuant to the terms of the Settlement Agreement. The Settlement Agreement effected the resolution and settlement of all disputes between each of InterOil, Merrill Lynch and Pacific LNG Operations Ltd. (“PacLNG”) and their respective affiliates in connection with PNG LNG Inc. (“PNG LNG”) and the development of the proposed LNG plant on a site adjacent to InterOil’s refinery in Papua New Guinea. PNG LNG is a joint venture company established by InterOil LNG Holdings Inc. (“InterOil Holdings”), an affiliate of InterOil, MLPLC, an affiliate of Merrill Lynch, and PacLNG as the vehicle to construct the proposed LNG plant. The parties entered into a shareholders’ agreement governing PNG LNG (the “LNG Shareholders Agreement”), which was considered to be a key milestone in furthering the proposal for the construction of the LNG plant. In connection with the LNG Shareholders Agreement, PNG LNG issued two class “A” shares to InterOil Holdings, two class “A” shares to MLPLC and one class “A” share to PacLNG. PNG LNG also issued class “B” shares with a fair value of $100,000,000 to InterOil in recognition of its contribution to the LNG Project at the time of signing the LNG Shareholders Agreement and issued class “B” shares to MLPLC and PacLNG. The class “A” shares represent the voting rights in PNG LNG, while the class “B” shares represent the economic interest in the LNG project.

Pursuant to the Settlement Agreement, each of InterOil, PacLNG and their affiliates released Merrill Lynch and its affiliates, and Merrill Lynch and its affiliates released InterOil, PacLNG and their affiliates, from all current claims arising under the LNG Shareholders’ Agreement and certain other agreements entered into in connection with PNG LNG and the development of the proposed LNG plant.

As part of the Settlement Agreement, MLPLC transferred all of its interest in PNG LNG to InterOil Holdings (as to 50%) and to PacLNG (as to 50%) in exchange for: (i) a payment by InterOil to MLPLC of $11,250,000 paid through the issuance of the Registrable Securities, subject to certain post-closing adjustments; and (ii) a payment by PacLNG to MLPLC of $11,250,000 paid through the transfer of 594,893 common shares of InterOil held by PacLNG to MLPLC and cash in an amount of $1,000,000. Upon closing of the Settlement Agreement on February 27, 2009, InterOil (through InterOil Holdings) and PacLNG became the sole shareholders of PNG LNG and Merrill Lynch and its affiliates no longer held any interest in PNG LNG or the proposed LNG project.

Pursuant to the terms of the Settlement Agreement, InterOil entered into the Registration Rights Agreement with MLPLC (being the Selling Securityholder) and agreed to file a short form base shelf prospectus with the Ontario Securities Commission under National Instrument 44-102 — Shelf Distributions and a registration statement with the SEC under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) so as to permit MLPLC to resell the Registrable Securities from time to time after the effective date of the registration statement of which this short form base shelf prospectus forms a part. See “Registration Rights Agreement” and “Selling Securityholder”.”

Accordingly, InterOil has filed this short form base shelf prospectus with the Ontario Securities Commission under National Instrument 44-102 — Shelf Distributions and a registration statement, of which this short form base shelf prospectus forms a part, with the SEC under the U.S. Securities Act. InterOil is registering the number of Registrable Securities covered by this short form base shelf prospectus pursuant to the terms of the Registration Rights Agreement and under the U.S. Securities Act to permit the Selling Securityholder to resell the Registrable Securities from time to time after the effective date of the registration statement of which this short form base shelf prospectus forms a part.

The following summary of selected provisions of the Registration Rights Agreement is not complete and is subject to, and is qualified in its entirety by reference to, the provisions of that agreement. Copies of the Registration Rights Agreement are available from InterOil upon request and available on SEDAR at www.sedar.com.

Under the Registration Rights Agreement, InterOil will keep the registration statement effective at all times with respect to the Registrable Securities. This obligation is subject to InterOil’s right to suspend use of the registration statement with respect to the Registrable Securities, as described below. Notwithstanding the foregoing, InterOil is not required to file or maintain the effectiveness of this short form base shelf prospectus following such time as (i) all holders of the Registrable Securities have completed the resales of all their Registrable Securities or (ii) the Registrable Securities are freely tradeable by the Selling Securityholder without restriction under Rule 144 of the U.S. Securities Act (or similar provision then in effect).

When the Selling Securityholder elects to sell the Registrable Securities pursuant to the registration statement, the Selling Securityholder will be required to: (i) provide InterOil with any additional information requested by the Ontario Securities Commission and the SEC, if any; (ii) deliver a copy of this short form base shelf prospectus to purchasers of such Registrable Securities; and (iii) be subject to the provisions of the Registration Rights Agreement.

Under the Registration Rights Agreement, InterOil is obligated to: (i) provide the Selling Securityholder with copies of this short form base shelf prospectus and any amendment or supplement thereto and any documents incorporated by reference herein and therein; (ii) notify the Selling Securityholder immediately of the happening of any event as a result of which this short form base shelf prospectus (including any supplements thereto) includes any untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and to promptly update and/or correct such prospectus; (iii) notify the Selling Securityholder of

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the issuance by the Ontario Securities Commission or the SEC suspending the effectiveness of this short form base shelf prospectus; (iv) notify the Selling Securityholder when the registration statement has become effective; (v) list the Registrable Securities on the New York Stock Exchange; and (vi) take other actions as are required to permit unrestricted resales of the Registrable Securities in accordance with the terms and conditions of the Registration Rights Agreement.

Under the Registration Rights Agreement, (i) InterOil will pay all expenses in connection with the registration and (ii) the Selling Securityholder is responsible for all underwriting discounts, selling commissions and transfer taxes applicable to the sale of the Registrable Securities and all fees and disbursements of counsel for the Selling Securityholder.

SELLING SECURITYHOLDER

InterOil is registering the Registrable Securities on behalf of the Selling Securityholder named in the table below.

This short form base shelf prospectus may be used by the Selling Securityholder in connection with resales of the Registrable Securities, from time to time, during the 25 month period that this short form base shelf prospectus, including any amendments thereto, remains valid. The Selling Securityholder is not under any obligation to sell all or a portion of the Registrable Securities, nor is the Selling Securityholder obligated to sell any of the Registrable Securities immediately after the date of this short form base shelf prospectus.

The information in the table below is as of April 16, 2009, and is based upon information provided by the Selling Securityholder. This table lists the Selling Securityholder, the number of Registrable Securities being offered for sale by the Selling Securityholder pursuant to this short form base shelf prospectus, and the number of Registrable Securities owned, controlled or directed beneficially by the Selling Securityholder prior to this offering and after this offering, assuming the sale of all Registrable Securities pursuant to this short form base shelf prospectus. To prevent dilution to the Selling Securityholder the following numbers may change because of adjustments to reflect stock splits, stock dividends or similar events involving the Registrable Securities. As a result, the Selling Securityholder may acquire more Registrable Securities than are currently listed in the following table.

To InterOil’s knowledge, except as set forth in the footnotes to the table below, the Selling Securityholder has sole voting and investment power with respect to the Registrable Securities and has not within the past three years had any position, office or other material relationship with InterOil (including any of its affiliates).

					Number of Common Shares
	Number of Common				Owned, Controlled or
	Shares Owned,				Directed Beneficially, After
	Controlled or Directed		Number of		Completion of the Offering
	Beneficially, Prior to the		Registrable		(% of Outstanding Common
Name of Selling Securityholder	Offering(1)		Securities		Shares)(2)
Merrill Lynch PNG LNG Corp.(3)(4)		652,931		652,931		0 (0%)

Notes:
1.	The total amount of Common Shares owned, controlled or directed beneficially by MLPLC prior to the offering includes the Registrable Securities owned by MLPLC.
2.	InterOil does not know when or in what amounts the Selling Securityholder may offer for sale the Registrable Securities pursuant to this offering. The Selling Securityholder may choose not to sell any of the Registrable Securities offered by this base shelf prospectus. Because the Selling Securityholder may offer all or some of the Registrable Securities pursuant to this offering, and because there are currently no agreements, arrangements or undertakings with respect to the sale of any of the Registrable Securities, InterOil cannot estimate the number of Common Shares that the Selling Securityholder will hold after completion of the offering. For purposes of this table, InterOil has assumed that the Selling Securityholder will have sold all of the Registrable Securities covered by this short form base shelf prospectus upon the completion of the offering.
3.	MLPLC has sole voting and investment power with respect to all of these Registrable Securities. The Common Shares listed in the table are owned both of record and beneficially by MLPLC.
4.	MLPLC has had an interest in PNG LNG Inc., a joint venture entity formed by InterOil to develop an onshore liquified natural gas processing facility in Papau New Guinea, since July 30, 2007. This interest was terminated on February 27, 2009. In addition, from time to time during the past three years, affiliates of MLPLC have been engaged by InterOil as investment advisors.

MLPLC is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction. Although MLPLC has appointed an agent for service of process in Canada it may not be possible for investors to enforce judgments in Canada against MLPLC. The name and address of the agent for service of process for MLPLC is McMillan LLP, Brookfield Place, Bay Wellington Tower, Suite 4400, 181 Bay Street, Toronto, Ontario, M5J 2T3.

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DESCRIPTION OF THE COMMON SHARES

InterOil’s authorized capital consists of an unlimited number of Common Shares and an unlimited number of preferred shares, issuable in series, with 1,035,554 Series A Preferred Shares authorized. As of April 16, 2009, 36,636,623 Common Shares and nil Series A Preferred Shares were issued and outstanding. Each Series A Preferred Share is convertible into one Common Share, subject to certain adjustments.

Holders of Common Shares are entitled to one vote for each Common Share held at any meeting of the shareholders of InterOil and to receive, out of all profits or surplus available for dividends, any dividends declared by InterOil on the Common Shares, and to receive any of the remaining property of InterOil in the event of liquidation, dissolution or winding up of InterOil, whether voluntary or involuntary.

MARKET FOR SECURITIES

The Common Shares are listed and posted for trading on the New York Stock Exchange under the symbol “IOC.” The Common Shares were delisted from the Toronto Stock Exchange effective after the close of markets on January 27, 2009. The Common Shares were delisted from the NYSE AMEX effective as of the close of markets on March 31, 2009 and commenced trading on the New York Stock Exchange at the opening of markets on April 1, 2009. The following table sets forth the high and low sale prices and the trading volumes for the Common Shares on a monthly basis as reported by the NYSE AMEX (through March 31, 2009) and the New York Stock Exchange (beginning April 1, 2009) for the twelve-month period before the date of this short form base shelf prospectus:

	Price Range				Volume (Number of
	High (U.S.$)		Low (U.S.$)		Common Shares)
2009
April 1 through April 16	$	33.37	$	26.70		5,645,300
March	$	29.00	$	19.25		11,418,000
February	$	21.00	$	16.06		4,896,100
January	$	22.45	$	13.53		10,898,200
2008
December	$	14.24	$	10.20		5,705,900
November	$	15.50	$	8.90		7,817,200
October	$	27.18	$	9.10		15,702,600
September	$	31.85	$	21.72		19,069,000
August	$	32.04	$	24.54		14,388,600
July	$	30.74	$	24.56		20,483,400
June	$	41.62	$	24.10		25,851,300
May	$	30.22	$	20.95		27,588,500
April	$	20.73	$	15.98		12,834,900
March	$	23.50	$	16.06		12,778,300

PRIOR SALES

During the twelve month period preceding the date of this short form base shelf prospectus:

• 652,931 Common Shares were issued to MLPLC on February 27, 2009, pursuant to the Settlement Agreement.

• 118,000 Common Shares were issued from time to time upon the exercise of options;

• Clarion Finanz A.G. converted its $60 million share of the Company’s $130 million credit facility into 2,728,477 Common Shares on May 9, 2008 at a deemed price of $22.65;

• $95 million principal amount of 8% Subordinated Convertible Debentures due 2013 (the “Debentures”) were issued by the Company on a private placement basis on May 9, 2008, and (i) are convertible into an aggregate of 3,800,000 Common Shares assuming the conversion of all of the Debentures at the current conversion price of $25.00 per Common Share and (ii) provide for the payment of interest thereon in Common Shares in lieu of cash at the election of the Company or the holders thereof, based on the daily volume weighted average price of Common Shares on the New York Stock Exchange as reported by Bloomberg Financial L.P. for the ten consecutive trading days immediately before the applicable interest payment date for the Debentures. 259,105 Common Shares were issued to the Debenture holders on December 16, 2008, for Debenture holders who elected to receive the first interest payment up to the period November 9, 2008 in shares. 641,000 Common Shares were issued to Debenture holders who elected to convert their Debentures into Common Shares in 2008 in accordance with the provisions of the Debentures.

• 9,347 Common Shares were issued on May 20, 2008 and 5,630 Common Shares were issued on August 8, 2008 as payment of dividends on the Series A Preferred Shares for the quarters ended March 31, 2008 and June 30, 2008, respectively.

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• 317,700 Common Shares were issued on July 10, 2008 and 200,077 Common Shares were issued on August 22, 2008 upon conversion of all of the then issued Series A Preferred Shares at the election of the holder of the Series A Preferred Shares.

• 450,000 Common Shares were issued on August 15, 2008 to Indirect Participation Interest Holders who exercised their rights to convert to Common Shares under the Indirect Participation Interest Agreement.

• 228,000 Common Shares were issued on June 5, 2008 as payment of a finder’s fee in connection with the private placement of the Debentures.

USE OF PROCEEDS

InterOil will not receive any proceeds from the sale of the Registrable Securities by the Selling Securityholder. All of the net proceeds from sales of the Registrable Securities will be retained by the Selling Securityholder.

CONSOLIDATED CAPITALIZATION

The following table sets forth the consolidated capitalization of InterOil as at December 31, 2008, both before and after giving effect to the private placement of the Registrable Shares.

			Outstanding as at			Outstanding as at
			December 31, 2008			December 31, 2008
			Before Giving Effect to			After Giving Effect to the
			the Private Placement			Private Placement
Designation	Authorized		(audited)			(audited)
Common Shares(1)		Unlimited	$	373,904,356		$	385,154,356
				(35,923,692 shares	)		(36,576,623 shares	)
Series A Preferred Shares		1,035,554		$nil			$nil
				(nil shares	)		(nil shares	)
Bank debt(2)		unlimited	$	62,500,000		$	62,500,000
8.00% Subordinated Convertible Debentures(3)	$	125,000,000	$	78,975,000		$	78,975,000

Notes:
1.	InterOil is authorized to issue an unlimited number of Common Shares and an unlimited number of preferred shares, issuable in series, of which 1,035,554 Series A Preferred Shares are authorized. As of December 31, 2008, 35,923,692 Common Shares were issued and outstanding and nil Series A Preferred Shares were outstanding. In addition, as of December 31, 2008, 1,839,500 Common Shares have been reserved for issuance on exercise of a like number of outstanding options to purchase Common Shares issued under InterOil’s incentive option plans. In addition, as of December 31, 2008, 337,252 warrants to acquire Common Shares were issued and outstanding. The warrants expire on August 27, 2009. Warrant capital as of December 31, 2008 was $2,119,034. InterOil has entered into an agreement with Petroleum Independent & Exploration Corporation (“PIE”) under which PIE can exchange 5,000 shares of SPI InterOil LDC for 5,000 Common Shares. In addition, InterOil has granted the parties to the indirect participation interest agreements (“IPI Agreements”) the right to convert, at any time or from time to time during the conversion right period, all or any portion of such parties’ indirect participation interest (“IPI”) percentage interest into fully paid and non-assessable Common Shares. The conversion right period terminates 90 days after completion and testing of the eighth exploration well drilled by InterOil or its subsidiaries, beginning with the first exploration well drilled after February 25, 2005. As of December 31, 2008, four exploration wells remain to be drilled under this program. The number of Common Shares issuable on any exercise of the parties’ conversion right will equal the quotient of (x) the product of (A) the IPI percentage being converted and (B) $500,000,000 and (y) $37.50. As of December 31, 2008, the total IPI percentage interest was 21.425%, however, with the waiver by two other investors who had an interest totaling 5.225% in the IPI Agreements, the potential issuance on conversion decreased to 2,160,000 Common Shares as at December 31, 2008. Immediately following any such conversion, the parties’ IPI percentage interest will be reduced to reflect such conversion and any other prior conversions by the parties. A party to the IPI Agreements may not exercise the conversion right if it has forfeited its right as provided in the IPI Agreements or has elected to have its IPI percentage become a direct participation interest under the relevant joint venture operating agreement, for which it would receive a registered legal interest in a petroleum development license.
2.	On June 12, 2001, InterOil entered into a loan agreement with the Overseas Private Investment Corporation to secure a project financing facility of $85,000,000. Repayments amounting to $22,500,000 were made prior to December 31, 2008 bringing the outstanding balance under the facility, as at December 31, 2008, to $62,500,000. This facility is still outstanding after private placements and related events.
3.	On May 13, 2008, InterOil completed the issue of $95,000,000 Debentures with a maturity of five years. The Debenture holders have the right to convert their Debentures into Common Shares at any time at a conversion price of $25.00 per share. InterOil has the right to require the Debenture holders to convert if the daily volume weighted average price of the Common Shares is at or above $32.50 for at least 15 consecutive trading days. Accrued interest on these Debentures is to be paid semi-annually in arrears, in May and November of each year, commencing November 2008. During the year ended December 31, 2008, Debenture holders converted $16,025,000 of these Debentures into Common Shares of InterOil resulting in the issue of 641,000 shares. On December 16, 2008, 259,105 Common Shares and a cash payment of $843,641 were issued to Debenture holders in respect of the first interest payment for the six month period ended November 9, 2008.

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PLAN OF DISTRIBUTION

The Selling Securityholder is entitled to the benefits of the Registration Rights Agreement, pursuant to which InterOil agreed to file this short form base shelf prospectus as a base shelf prospectus with the Ontario Securities Commission under the Canadian shelf prospectus system and a registration statement including this short form base shelf prospectus. Pursuant to the Registration Rights Agreement, InterOil has agreed, at its expense, with respect to the Registrable Securities:

• to file with the SEC a registration statement on such form as it deems appropriate covering resales by holders of such Registrable Securities;

• file with the Ontario Securities Commission a prospectus covering resales by holders of such Registrable Securities;

• to use its best efforts to cause such registration statement to become effective as promptly as is practicable, but in no event later than 60 days after February 27, 2009; and

• to use its best efforts to keep the registration statement effective until the earlier of: (i) the date on which all holders of such Registrable Securities have completed the resale of all of their Registrable Securities; or (ii) all such Registrable Securities may be sold by the holders thereof under Rule 144 (or similar provisions then in effect).

All shelf information omitted from this base shelf prospectus will be contained in a shelf prospectus supplement that will be delivered to the purchasers together with this base shelf prospectus. Each shelf prospectus supplement will be incorporated by reference into this base shelf prospectus as of the date of the shelf prospectus supplement and only for the purposes of the distribution to which the shelf prospectus supplement pertains.

The Selling Securityholder may, from time to time, sell any or all of the Registrable Securities on any stock exchange, market or trading facility on which the Registrable Securities are traded or in private transactions. These sales may be at market prices prevailing at the time of sale, fixed or negotiated prices. The Selling Securityholder may use any one or more of the following methods when selling Registrable Securities:

• ordinary brokerage transactions and transactions in which the broker dealer solicits purchasers;

• block trades in which the broker dealer will attempt to sell Registrable Securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

• purchases by a broker dealer as principal and resale by the broker dealer for its account;

• an exchange distribution in accordance with the rules of the applicable exchange;

• privately negotiated transactions;

• short sales effected after the date of this short form base shelf prospectus;

• close out short positions and return borrowed shares in connection with such short sales;

• broker dealers may agree with the Selling Securityholder to sell a specified number of such Registrable Securities at a stipulated price per share;

• through the writing of options, whether such options are listed on an options exchange or otherwise;

• pledges of Registrable Securities as security for any loan or obligation, including pledges of brokers or dealers;

• firm commitment or best efforts underwriting;

• a combination of any such methods of sale; and

• any other method permitted pursuant to applicable law.

The Selling Securityholder may also sell Registrable Securities under Rule 144 or Rule 904 under the U.S. Securities Act, if available, rather than under this short form base shelf prospectus. The Selling Securityholder may also rely on exemptions provided under National Instrument 45-102 — Resale of Securities — for sales of the Registrable Securities in Canada, rather than under this short form base shelf prospectus.

Broker dealers engaged by the Selling Securityholder may arrange for other broker dealers to participate in sales. Broker dealers may receive commissions or discounts from the Selling Securityholder (or, if any broker dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. No Selling Securityholder expects these commissions and discounts to exceed what is customary in the types of transactions involved. The Selling Securityholder may from time to time pledge or grant a security interest in some or all of the Registrable Securities owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell Registrable Securities from time to time under this short form base shelf prospectus, or under an amendment or supplement to this short form base shelf prospectus amending the Selling Securityholder list to include the pledgee, transferee or other successors in interest as Selling Securityholders under this short form base shelf prospectus.

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The Selling Securityholder and any underwriters, brokers, dealers, agents or others that participate with the Selling Securityholder in the distribution of the Registrable Securities offered by this base shelf prospectus may also be deemed to be “underwriters” within the meaning of the Securities Act (Ontario). To the extent the Selling Securityholder may be deemed to be an underwriter, the Selling Securityholder may be subject to certain statutory obligations and liabilities as an underwriter under the Securities Act (Ontario).

In the event the Selling Securityholder enters into any arrangement with a broker dealer for the sale of Registrable Securities through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this short form base shelf prospectus will be filed, if required, disclosing (a) the name of the Selling Securityholder and of the participating broker dealer(s), (b) the number of Registrable Securities involved, (c) the price at which such Registrable Securities were or are to be sold, (d) the commissions paid or discounts or concessions allowed to such broker dealers, where applicable and (e) other facts material to the transaction.

The Selling Securityholder also may transfer the Registrable Securities in other circumstances, in which case the transferees will be the selling beneficial owners for purposes of this short form base shelf prospectus. The Selling Securityholder and any broker dealers or agents that are involved in selling the Registrable Securities may be deemed to be “underwriters” within the meaning of the U.S. Securities Act in connection with such sales. In such event, any commissions received by such broker dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the U.S. Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by the Selling Securityholder. The Selling Securityholder has represented and warranted to the Company that it acquired the Registrable Securities in the ordinary course of its business and, at the time of its purchase of such securities the Selling Securityholder had no agreements or understandings, directly or indirectly, with any person to distribute any such securities. The Selling Securityholder has further agreed to comply with applicable securities legislation in the jurisdiction in which the Registrable Securities are sold including the obligation to deliver a copy of this short form base shelf prospectus to the purchaser of Registrable Securities if the Registrable Securities are sold in Canada under this short form base shelf prospectus. If the Selling Securityholder uses this short form base shelf prospectus for any sale of the Registrable Securities, it will be subject to the prospectus delivery requirements of the U.S. Securities Act and Canadian securities legislation. The Selling Securityholder will be responsible to comply with the applicable provisions of the U.S. Securities Act and the U.S. Exchange Act, and the rules and regulations thereunder promulgated, including, without limitation, Regulation M, as applicable to the Selling Securityholder in connection with resales of its shares under the Shelf Registration Statement. InterOil will not receive any proceeds from the sale of the Registrable Securities. Pursuant to the Registration Rights Agreement, InterOil is responsible for registration expenses relating to this short form base shelf prospectus, the shelf registration statement filed with the SEC and the prospectus supplements (if any) filed in connection with this short form base shelf prospectus, and the Selling Securityholder is responsible for all underwriting expenses, discounts, selling commissions and transfer taxes applicable to the sale of the Registrable Securities and all fees and disbursements of counsel for the Selling Securityholder.

The Common Shares are listed and posted for trading under the symbol “IOC” on the New York Stock Exchange. On April 16, 2009, the closing price of the Common Shares was U.S.$32.40 per share on the New York Stock Exchange. Effective at the close of markets on January 27, 2009, the Common Shares were delisted from the Toronto Stock Exchange. The Common Shares were delisted from the NYSE AMEX effective as of the close of markets on March 31, 2009 and commenced trading on the New York Stock Exchange at the opening of markets on April 1, 2009.

RISK FACTORS

Investing in InterOil’s securities involves risks. You should carefully consider and evaluate all of the information contained in this short form base shelf prospectus (and in the documents incorporated herein by reference) and a prospectus supplement relating to a specific offering of securities before you decide to purchase any Registrable Securities. In particular, you should carefully consider and evaluate the many significant risks and uncertainties described herein and in the documents incorporated by reference herein, including specifically the annual information form dated March 27, 2009 for the year ended December 31, 2008, and Management’s Discussion and Analysis. Any of the risks and uncertainties set forth therein could materially and adversely affect InterOil’s business, results of operations and financial condition, which in turn could materially and adversely affect the trading price of InterOil’s securities. As a result, you could lose all or part of your investment.

InterOil will continue to update its Risk Factors from time to time as developments in its business warrant and as required by applicable securities laws and regulations.

In addition, there are certain risks related to an investment in InterOil’s Common Shares:

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Future issuances of the Common Shares may adversely affect the price of the Common Shares.

The future issuance of a substantial number of the Common Shares into the public market, or the perception that such issuances could occur, could adversely affect the prevailing market price of the Common Shares.

A decline in the price of the Common Shares could make it more difficult to raise funds through future offerings of Common Shares or securities convertible into Common Shares.

InterOil believes that substantially all of its outstanding Common Shares and the Common Shares issued in the future upon the exercise of outstanding options, warrants and the conversion of the Debentures will be tradeable under the United States federal securities laws following this offering, subject to certain limitations. These limitations include vesting provisions in option and warrant agreements, and volume and manner-of-sale restrictions under Rule 144.

InterOil does not intend to pay, and has restrictions upon its ability to pay, dividends on the Common Shares.

InterOil has not paid cash dividends in the past and does not intend to pay dividends on the Common Shares in the foreseeable future. InterOil currently intends to retain any earnings for the future operation and development of its business. InterOil’s ability to make dividend payments in the future will be dependent on the future performance and liquidity of the Company. In addition, the Debentures contain certain restrictions on InterOil’s ability to pay dividends on the Common Shares.

CERTAIN INCOME TAX CONSIDERATIONS

Owning the Registrable Securities may subject you to tax considerations, both in the United States and in Canada. This prospectus does not describe Canadian or United States federal tax consequences of the acquisition, ownership or disposition of the Registrable Securities. You should consult your own tax advisor with respect to your particular circumstances.

LEGAL MATTERS

Unless otherwise specified in the prospectus supplement relating to any offering of Registrable Securities, certain legal matters relating to the offering of the Registrable Securities will be passed upon for InterOil by Bennett Jones LLP with respect to Canadian law and by Haynes and Boone, LLP with respect to United States law. In addition, certain legal matters in connection with an offering by or through any underwriters, dealers or agents will be passed upon by counsel designated by them at such time with respect to Canadian and United States law.

The partners and associates of each of Bennett Jones LLP and Haynes and Boones, LLP, as a group, beneficially own, directly or indirectly, less than 1% of InterOil’s outstanding securities as at the date hereof.

EXPERTS

InterOil’s consolidated balance sheets as of December 31, 2008, 2007 and 2006, and the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for each of the years in the three year period then ended together with the notes thereto, incorporated by reference into this short form base shelf prospectus have been audited by PricewaterhouseCoopers, chartered accountants, as indicated in their report dated March 27, 2009 also incorporated by reference herein in reliance upon the authority of said firm as experts in accounting and auditing. PricewaterhouseCoopers was first appointed as InterOil’s auditor on June 6, 2005. For information regarding PricewaterhouseCoopers, see “Experts” in the annual information form dated March 27, 2009 for the year ended December 31, 2008.

DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

The following documents have been filed with the SEC as part of the Registration Statement of which the prospectus forms a part: (i) the documents referred to under the heading “Documents Incorporated by Reference” and (ii) the consent of PricewaterhouseCoopers.

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AVAILABLE INFORMATION

Copies of the documents incorporated herein by reference may be obtained on request without charge from InterOil’s Corporate Secretary (telephone: +61 7 4046 4600), or by accessing the documents available through SEDAR which can be accessed as www.sedar.com, for Canadian filings, and the EDGAR system, which can be accessed at www.sec.gov, for U.S. filings.

InterOil is subject to the informational requirements of the U.S. Exchange Act, and in accordance therewith file reports and other information with the SEC. Such reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditors of InterOil are PricewaterhouseCoopers, Melbourne, Australia.

The transfer agent and registrar for the Common Shares is Computershare Investor Services Inc. of Canada at its principal transfer office in Toronto, Ontario.

PURCHASERS’ STATUTORY RIGHTS

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment thereto. The securities legislation further provides a purchaser with remedies for rescission or damages if the base shelf prospectus and any amendment thereto contains a misrepresentation or is not delivered to the purchaser, provided that such remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal advisor.

AUDITOR’S CONSENT

We have read the short form base shelf prospectus of InterOil Corporation (the “Corporation”) dated April 17, 2009 relating to the offer and sale of up to 652,931 Common Shares of the Corporation. We have complied with Canadian generally accepted standards for an auditors’ involvement with offering documents.

We consent to the incorporation by reference in the above-mentioned prospectus of our report to the shareholders of the Corporation on the audited consolidated balance sheets of the Corporation as at December 31, 2008, 2007 and 2006 and the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for each of the three years in the three year period then ended. Our report is dated March 27, 2009.

This consent has been issued solely to comply with the requirements of Canadian generally accepted auditing standards and is neither required nor intended to satisfy the requirements of Canadian securities legislation or the Securities Act of 1933, as amended.

Melbourne, Australia
April 17, 2009 (signed) “PricewaterhouseCoopers”

CERTIFICATE OF THE COMPANY

April 17, 2009

This short form base shelf prospectus, together with the documents incorporated in this short form base shelf prospectus by reference, will, as of the date of the last supplement to this short form base shelf prospectus relating to the securities offered by this short form base shelf prospectus and the supplement(s), constitute full, true and plain disclosure of all material facts relating to the securities offered by this short form base shelf prospectus and the supplement(s) as required by the securities legislation in the province of Ontario.

(Signed) “Phil E. Mulacek”	(Signed) “Collin F. Visaggio”
Chief Executive Officer	Chief Financial Officer

On behalf of the Board of Directors

(Signed) “Christian Vinson”	(Signed) “Gaylen Byker”
Director	Director

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PART II

INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

INDEMNIFICATION

     Sections 5.1 to 5.4 of the Bylaws of the Company provides, with regard to indemnity and insurance under the Business Corporations Act of the Yukon Territory, Canada (the “Act”), in part as follows:

“5.1 Indemnification of Directors and Officers against actions by Third Parties. Except in respect of an action by or on behalf of the Corporation or body corporate to procure a judgment in its favour, the Corporation shall indemnify a director or officer of the Corporation, a former director or officer of the Corporation or a person who acts or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, or a person who undertakes or has undertaken any liability on behalf of the Corporation or any such body corporate, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of that Corporation or body corporate, if:

     a) He acted honestly and in good faith with a view to the best interests of the Corporation; and

     b) In the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

5.2 Indemnification of Directors and Officers against actions by the Corporation. The Corporation shall, with the approval of the Supreme Court of the Yukon Territory, indemnify a person referred to in paragraph 5.1 in respect of an action by or on behalf of the Corporation or body corporate to procure a judgment in its favour, to which he is made a party by reason of being or having been a director or an officer of the Corporation or body corporate, against all costs, charges and expenses reasonably incurred by him in connection with the action if he fulfills the conditions set out in subparagraphs 5.1(a) and (b).

5.3 Right of Indemnity not Exclusive. The provisions for indemnification contained in the Bylaws shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any Bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to an action in his official capacity and as to an action in any other capacity while holding such office. This section shall also apply to a person who has ceased to be a director or officer, and shall enure to the benefit of the heirs and legal representatives of such person.

5.4 Insurance. Subject to the limitations contained in the Act, the Corporation may purchase and maintain such insurance for the benefit of its directors and officers as the Board may from time to time determine.”

     The provisions of sections 5.1 and 5.2 of the Company’s by-laws are in accordance with sections 126 (1) and (2) of the Act, which deal with Indemnification of Directors and Officers against actions by Third Parties and Indemnification of Directors and Officers against actions by the Corporation, respectively.

     The provisions of section 5.4 of the Company’s by-laws are subject to the provisions of section 126(4) of the Act which provides that the insured must have acted honestly and in good faith with a view to the best interests of the Company.”

     Insofar as indemnification for liabilities arising from the Securities Act of 1933, as amended (the “Securities Act”) may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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EXHIBIT INDEX

EXHIBIT
NUMBER	DESCRIPTION
4.1	The management information circular dated May 12, 2008 relating to our annual general meeting of shareholders held on June 23, 2008 (incorporated by reference to the Registrant’s Current Report on Form 6-K filed with the Commission on May 27, 2008 (file no. 001-32179)).
4.2	The annual information form of InterOil, dated March 27, 2009, for the year ended December 31, 2008 (incorporated by reference to the Registrant’s Annual Report on Form 40-F filed with the Commission on March 27, 2009 (file no. 001-32179)).
4.3	Management’s discussion and analysis of InterOil for the year ended December 31, 2008 (incorporated by reference to the Registrant’s Annual Report on Form 40-F/A filed with the Commission on March 30, 2009 (file no. 001-32179)).
4.4	The audited consolidated balance sheets as at December 31, 2008, 2007 and 2006, and the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for each of the years in the three year period ended December 31, 2008, together with the auditors’ report thereon dated March 27, 2009 (incorporated by reference to the Registrant’s Annual Report on Form 40-F filed with the Commission on March 27, 2009 (file no. 001-32179)).
23.1	Consent of PricewaterhouseCoopers.*
23.2	Consent of GLJ Petroleom Consultants Limited (incorporated by reference to the Registrant’s Annual Report on Form 40-F filed with the Commission on March 27, 2009 (file no. 001-32179)).
24.1	Power of Attorney.†

*	Included herein
†	Filed previously

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PART III

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

ITEM 1. UNDERTAKING.

The Company 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 the securities registered pursuant to this Form F-10 or to transactions in said securities.

ITEM 2. CONSENT TO SERVICE OF PROCESS.

The Company previously filed with the Commission on March 2, 2009, concurrently with the filing of its Registration Statement on Form F-10, a written irrevocable consent and power of attorney on Form F-X.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on this Registration Statement on Form F-10 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cairns, State of Queensland, Australia, on the 17 day of April, 2009.

INTEROIL CORPORATION
By:	/s/ PHIL E. MULACEK
	Phil E. Mulacek
	Chairman of the Board and Chief Executive Officer

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(1) of the Securities Act of 1933, as amended, the Authorized Representative has signed this Registration Statement on Form F-10 solely in its capacity as the duly authorized representative of InterOil Corporation in the United States, on April 17, 2009.

By:	/s/ PHIL E. MULACEK
	Phil E. Mulacek
	Chairman of the Board and
	Chief Executive Officer

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form F-10A of InterOil Corporation of our report dated March 27, 2009 relating to the financial statements as of December 31, 2008, 2007 and 2006 and for each of the years in the three year period ended December 31, 2008 and the effectiveness of internal control over financial reporting as of December 31, 2008, which appears in the Annual Report to Shareholders, which is Exhibit 2 to the Form 40-F of InterOil Corporation, dated March 27, 2009.

We also consent to the reference to our firm under the heading “Auditors, Transfer Agent and Registrar” in the prospectus.

/s/ PricewaterhouseCoopers

PricewaterhouseCoopers

Melbourne, Australia
April 17, 2009