InterOil Makes Registered Direct Common Stock Offering

InterOil Corp.

InterOil has entered into a definitive agreement with a number of institutional investors to sell 2,013,815 shares of its common stock in a "registered direct" offering. The investors have agreed to purchase the shares of common stock at a purchase price of US $34.98 per share, which represents a one cent premium to the closing price on the New York Stock Exchange on June 3, 2009, for gross proceeds of US $70,443,249 before deducting estimated offering expenses. The transaction is expected to close on or about June 5, 2009, subject to customary closing conditions and regulatory approvals.

The shares of common stock are being offered by InterOil Corporation pursuant to a prospectus supplement to a previous base shelf prospects dated August 6, 2008 and registration statement dated August 7, 2008.

InterOil intends to use the net proceeds from the sale of the shares for the development of the Elk/Antelope gas and condensate fields, the development of a proposed liquefied natural gas facility in Papua New Guinea, potential acquisitions, repayment of up to $9 million of the credit facility with the Overseas Private Investment Corporation and general corporate purposes.