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Interoil Corp – ‘F-10POS’ on 1/14/05

On: Friday, 1/14/05, at 5:13pm ET · Effective: 1/14/05 · Accession #: 950129-5-396 · File #: 333-120383

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/14/05  Interoil Corp                     F-10POS     1/14/05    1:30K                                    Bowne - Houston/FA

Post-Effective Amendment to an F-10 — Form F-10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-10POS     Interoil Corporation - P.E. Amendment -               10     54K 
                          Reg.No.333-120383

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Consent to Service of Process Undertaking
1	1st Page - Filing Submission
7	Item 1. Undertaking
"	Item 2. Consent to Service of Process

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
 ON JANUARY 14, 2005
 REGISTRATION NO. 333-120383
 U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO
 FORM F-10
REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933
INTEROIL CORPORATION

INTEROIL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                                        [Enlarge/Download Table]
                                                                                                                      
      NEW BRUNSWICK, CANADA                           1311                                  NOT APPLICABLE            
 (PROVINCE OR OTHER JURISDICTION   (PRIMARY STANDARD INDUSTRIAL CLASSIFICATION  (I.R.S. EMPLOYER IDENTIFICATION NUMBER
OF INCORPORATION OR ORGANIZATION)         CODE NUMBER (IF APPLICABLE))                     (IF APPLICABLE))           

SUITE 5300, COMMERCE COURT WEST, 199 BAY ST.
TORONTO, ONTARIO MSL 1B9, CANADA
(416) 869-5500
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

GARY M. DUVALL
 25025 I-45 NORTH, SUITE 420
THE WOODLANDS, TEXAS 77380
(281) 292-1800
 (NAME, ADDRESS, (INCLUDING ZIP CODE) AND TELEPHONE NUMBER
(INCLUDING AREA CODE) OF AGENT FOR SERVICE IN THE UNITED STATES)

COPIES TO:

GEORGE G. YOUNG III, ESQ.                               GARY M. DUVALL  
 HAYNES AND BOONE, L.L.P.                             INTEROIL CORPORATION
1221 MCKINNEY STREET, SUITE 2100                     25025 I-45 NORTH, SUITE 420
     HOUSTON, TEXAS 77010                             THE WOODLANDS, TEXAS 77380
(713) 547-2000                                                  

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE
SECURITIES TO THE PUBLIC: 
FROM TIME TO TIME AFTER EFFECTIVENESS OF
THIS REGISTRATION STATEMENT.

 PROVINCE OF ONTARIO
 (PRINCIPAL JURISDICTION REGULATING THIS OFFERING (IF APPLICABLE))

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

A.[ ] 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.[X] At some future date (check the appropriate box below):                    

1.[ ] pursuant to Rule 467(b) on at (designate a time not sooner than 7 calendar
days after filing)                                                              

2.[ ] pursuant to Rule 467(b) on at (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 __________.   

3.[X] 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.[ ] 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. [X]                    

--------------------------------------------------------------------------------

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 
(the "Securities Act"), or such date as the Commission, acting pursuant to      
Section 8(a) of the Securities Act, may determine.                              

--------------------------------------------------------------------------------

F-10POS 2nd Page of 10 TOC 1st Previous Next ↓Bottom Just 2nd
This Post-Effective Amendment No. 1 to Registration Statement on Form F-10 (File
No. 333-120383) (the "Registration Statement") is filed by InterOil Corporation,
a corporation duly organized and existing under the laws of New Brunswick,      
Canada (the "Company"). Except as amended hereby, the Registration Statement    
remains in full force and effect.                                               

PART I

INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

AMENDMENT NO. 1 DATED JANUARY 13, 2005 TO THE BASE SHELF PROSPECTUS 
DATED DECEMBER 13, 2004 

This Amendment, together with the Base Shelf Prospectus dated December 13, 2004,
and each document deemed to be incorporated by reference therein, 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 in any way passed upon the   
merits of these securities and it is an offence to claim otherwise.             

                                                                January 13, 2005

INTEROIL CORPORATION

C$165,000,000 
4,500,000 COMMON SHARES 

 Our base shelf prospectus dated December 13, 2004 (the "Prospectus") is
amended by providing that the Registrable Securities that may be sold by selling
shareholders thereunder will include the 169,400 common shares issued as an     
early conversion incentive to the selling shareholders on January 5, 2005 in    
connection with the conversion of all outstanding Debentures on or prior to     
December 31, 2004 (the "Additional Registrable Securities"). This Amendment     
should be read in conjunction with our Prospectus, and is qualified by reference
to the Prospectus, except to the extent that the information herein contained   
supersedes the information contained in the Prospectus.                         

     As a result of the issuance to the selling shareholders of these additional
common shares upon early conversion and the issuance of common shares upon the  
conversion of all Debentures, the section in the Prospectus entitled "List of   
Selling Shareholders" is amended in its entirety by replacing it with the       
following:                                                                      

"LIST OF SELLING SHAREHOLDERS 

On August 27, 2004 we issued $30,000,000 aggregate principal amount of
Debentures and Warrants to purchase 239,612 common shares. We issued an         
additional $15,000,000 aggregate principal amount of Debentures and Warrants to 
purchase 119,801 common shares on September 3, 2004. The selling shareholders in
the table listed below acquired Debentures and Warrants from us, or are         
transferees of holders who acquired Debentures and Warrants from us in these    
private placements.                                                             

     The common shares listed in the following table as being beneficially owned
by a selling shareholder prior to the offering include common shares that are   
issuable upon exercise of Warrants held by the selling shareholder. In addition,
the calculation of the shares beneficially owned does not take into account the 
limitation on more than 9.99% beneficial ownership contained in the terms of the
Warrants.                                                                       

A total of 2,412,143 common shares were issued upon conversion of the 
Debentures, including the 180,000 common shares for the early conversion        
incentive. A total of 359,415 common shares are issuable upon exercise of the   
Warrants. The selling shareholders listed below are offering all of the common  
shares beneficially owned by such holders that were issued upon conversion of   
the Debentures and are issuable upon exercise of the Warrants. To have their    
shares included in this prospectus, selling shareholders were required to file a
submission to the jurisdiction of Ontario. Certain former holders of Debentures 
did not return such submission and have waived their registration rights.       

   The information in this table is as of January 5, 2005, and is based upon
information provided by the selling shareholders. Information with respect to   
selling shareholders in this prospectus will be updated by way of prospectus    
supplements. The selling shareholders may from time to time offer and sell      
pursuant to this prospectus any or all of the common shares being registered. To
prevent dilution to the selling shareholders, the following numbers may change  
because of adjustments to reflect stock splits, stock dividends or similar      
events involving our common shares.                                             

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  The term selling shareholders includes the shareholders listed below and
their transferees, pledgees, donees and other successors. Unless otherwise      
indicated, each selling shareholder has sole voting and investment power with   
respect to the common shares described in this table.                           

                                                        [Enlarge/Download Table]

                                   NUMBER OF SHARES                      NUMBER OF SHARES                    
                                  BENEFICIALLY OWNED  NUMBER OF SHARES  BENEFICIALLY OWNED  PERCENTAGE OWNED 
NAME OF SELLING SHAREHOLDER       PRIOR TO OFFERING    BEING OFFERED      AFTER OFFERING    AFTER OFFERING(1)
---------------------------       ------------------  ----------------  ------------------  -----------------
                                                                                                             
AIG Global Investment Corp.                                                                                  
  (Canada)(2)....................      420,975            153,975            267,000               1.0%      
BTR Global Arbitrage Trading                                                                                 
  Limited(3).....................      296,561            246,361             50,200              *(12)      
Front Street Investment                                                                                      
  Management(4)..................       61,590             61,590                  0                 0       
Kings Road Investments Ltd.(5)...      206,326            206,326                  0                 0       
Manchester Securities                                                                                        
  Corporation(6).................      923,853            923,853                  0                 0       
Middlemarch Partners Limited                                                                                 
  (7)............................       46,192             46,192                  0                 0       
Portside Growth and Opportunity                                                                              
  Fund(8)........................      615,902            615,902                  0                 0       
Provident Premier Master Fund,                                                                               
  Ltd.(9)........................      307,951            307,951                  0                 0       
TD Asset Management Inc.(10).....       30,795             30,795                  0                 0       
TD Newcrest (11).................       80,795             30,795             50,000              *(12)      

---------------                                                                 

Notes:                                                                          

(1) The percentage of shares beneficially owned after the offering is based on
 28,130,884 common shares outstanding as of December 31, 2004. We do not
  know when or in what amounts the selling shareholders may offer for sale
the shares of common stock pursuant to this offering. The selling     
shareholders may choose not to sell any of the shares offered by this 
   prospectus. Because the selling shareholders may offer all or some of the
     common shares pursuant to this offering, and because there are currently no
     agreements, arrangements or undertakings with respect to the sale of any of
    the common shares, we cannot estimate the number of common shares that the
selling shareholders will hold after completion of the offering. For  
    purposes of this table, we have assumed that the selling shareholders will
    have sold all of the shares covered by this prospectus upon the completion
of the offering.                                                      

(2) The shares beneficially owned by AIG Global Investment Corp. (Canada)     
include 124,008 common shares issued upon conversion of $2,500,000    
    aggregate principal amount of Debentures and 19,967 common shares issuable
     upon exercise of Warrants held by AIG Global Investment Corp. (Canada), and
10,000 shares issued in respect of the early conversion incentive. AIG
   Global Investment Corp. (Canada) shares investment powers with respect to
all of these common shares with the Office of the Superintendent of   
Financial Institutions (Canada).                                      

(3) The shares beneficially owned by BTR Global Arbitrage Trading Limited     
include 198,413 common shares issued upon conversion of $4,000,000    
    aggregate principal amount of Debentures and 31,948 common shares issuable
     upon exercise of Warrants held by BTR Global Arbitrage Trading Limited, and
16,000 shares issued in respect of the early conversion incentive. BTR
  Global Arbitrage Trading Limited shares voting and investment power with
respect to all of these common shares with Salida Capital Corp., third
     party investment advisor to BTR Global Arbitrage Trading Limited, Danny Guy
     and Brad White. Danny Guy and Brad White are both portfolio managers of BTR
Global Arbitrage Trading Limited.                                     

 (4) The shares beneficially owned by Front Street Investment Management include
49,603 common shares issued upon conversion of $1,000,000 aggregate   
principal amount of Debentures and 7,987 common shares issuable upon  
    exercise of Warrants held by Front Street Investment Management, and 4,000
shares issued in respect of the early conversion incentive.           

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(5) The shares beneficially owned by Kings Road Investments Ltd. include      
166,171 common shares issued upon conversion of $3,350,000 aggregate  
principal amount of Debentures and 26,755 common shares issuable upon 
     exercise of Warrants held by Kings Road Investments Ltd., and 13,400 shares
     issued in respect of the early conversion incentive. Kings Road Investments
  Ltd. is a wholly-owned subsidiary of Polygon Global Opportunities Master
Fund, which beneficially owns 47,000 common shares. Polygon Investment
     Partners LLP and Polygon Investment Partners LP, the investment advisors of
   Kings Road Investments Ltd. and Polygon Global Opportunities Master Fund,
and Alexander Jackson, Reade Griffith and Paddy Dear, the partners of 
   Polygon Investment Partners LLP and the members of the general partner of
Polygon Investment Partners LP, share voting and investment power with
    respect to all of these common shares with Kings Road Investments Ltd. and
    Polygon Global Opportunities Master Fund. Polygon Investment Partners LLP,
     Polygon Investment Partners LP, Alexander Jackson, Reade Griffith and Paddy
Dear disclaim beneficial ownership of these common shares.            

(6) The shares beneficially owned by Manchester Securities Corporation include
744,048 common shares issued upon conversion of $15,000,000 aggregate 
principal amount of Debentures and 119,805 common shares issuable upon
    exercise of Warrants held by Manchester Securities Corporation, and 60,000
shares issued in respect of the early conversion incentive. Manchester
    Securities Corporation is a wholly-owned subsidiary of Elliott Associates,
L.P. Paul E. Singer and Elliott Capital Advisors, L.P., an entity     
   controlled by Mr. Singer, are the general partners of Elliott Associates,
   L.P. Manchester Securities Corporation shares voting and investment power
  with respect to all of these common shares with Elliott Associates, L.P.
and Paul E. Singer.                                                   

(7) The shares beneficially owned by Middlemarch Partners Limited include     
     37,202 common shares issued upon conversion of $750,000 aggregate principal
amount of Debentures and 5,990 common shares issuable upon exercise of
   Warrants held by Middlemarch Partners Limited, and 3,000 shares issued in
respect of the early conversion incentive.                            

(8) The shares beneficially owned by Portside Growth and Opportunity Fund     
include 496,032 common shares issued upon conversion of $10,000,000   
    aggregate principal amount of Debentures and 79,870 common shares issuable
     upon exercise of Warrants held by Portside Growth and Opportunity Fund, and
   40,000 shares issued in respect of the early conversion incentive. Ramius
Capital Group, LLC is the investment advisor of Portside Growth and   
Opportunity Fund. C4S & Co., LLC is the sole managing member of Ramius
    Capital Group, LLC. Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and
     Jeffrey M. Solomon, the four managing members of C4S & Co., LLC, and Ramius
     Capital Group, LLC share voting and investment power with respect to all of
these common shares with Portside Growth and Opportunity Fund. Ramius 
    Capital Group, LLC, Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and
  Jeffrey M. Solomon disclaim beneficial ownership of these common shares.

(9) The shares beneficially owned by Provident Premier Master Fund, Ltd.      
include 248,016 common shares issued upon conversion of $5,000,000    
    aggregate principal amount of Debentures and 39,935 common shares issuable
   upon exercise of Warrants held by Provident Premier Master Fund, Ltd, and
20,000 shares issued in respect of the early conversion incentive. The
managing members of Gemini Investment Strategies, LLC, the investment 
   advisor to Provident Premier Master Fund, Ltd., are Steven W. Winters and
     Richard S. Yakomin. Mr. Winters and Mr. Yakomin share voting and investment
 power with respect to all of these common shares with Provident Premier
     Master Fund, Ltd. Mr. Winters and Mr. Yakomin disclaim beneficial ownership
of these common shares.                                               

(10) Of the aggregate principal amount of Debentures, $72,000 is for the account
   of Emerald North American Long Short Fund, $214,000 is for the account of
     TD Energy Fund and $214,000 is for the account of TD Resource Fund, each of
  which is managed by TD Asset Management Inc. These shares include 24,802
     common shares issued upon conversion of $500,000 aggregate principal amount
   of Debentures and 3,993 common shares issuable upon exercise of Warrants,
and 2,000 shares issued in respect of the early conversion incentive. 

(11) The shares beneficially owned by TD Newcrest include 24,802 common shares  
     issued upon conversion of $500,000 aggregate principal amount of Debentures
and 3,993 common shares issuable upon exercise                        

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   of Warrants beneficially owned by TD Newcrest, and 2,000 shares issued in
respect of the early conversion incentive.                            

(12) Less than 1%."                                                             

   The second paragraph in the section in the Prospectus entitled "Documents
Incorporated By Reference" (being the paragraph following the list of documents 
that are incorporated by reference) is amended in its entirety by replacing it  
with the following:                                                             

     "Any document of the type referred to in the preceding paragraph (excluding
confidential material change reports) filed by us with a securities commission  
or similar authority in Canada, after the date of this prospectus and prior to  
May 6, 2005, shall be deemed to be incorporated by reference into this base     
shelf prospectus for purposes of any distribution of Registrable Securities in  
Ontario pursuant to the Canadian Prospectus. Any document of the type referred  
to in the preceding paragraph filed by us after the date of this prospectus with
the SEC shall be deemed to be incorporated by reference into this base shelf    
prospectus for purposes of any sale of Registrable Securities in the United     
States pursuant to the U.S. Prospectus."                                        

The Prospectus is further amended to permit its use by the selling    
shareholders named in the Prospectus in respect of distributions in Ontario of  
the Additional Registrable Securities until May 6, 2005, rather than January 4, 
2005.                                                                           

PURCHASER'S STATUTORY RIGHTS

 Securities legislation in Ontario 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. The securities legislation further provides a purchaser with remedies
for rescission or, in some jurisdictions, damages where the base shelf          
prospectus and any amendment 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 for the particulars of these
rights or consult with a legal advisor.                                         

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 PART II

INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

INDEMNIFICATION                                                                 

Section 22 of the Bylaws of the Company provides, with regard to indemnity and  
insurance under the Business Corporations Act (New Brunswick) (the "Act"), in   
part as follows:                                                                

    "Subject to Section 81 of the Act, except in respect of an action by or on
behalf of the Corporation or Another Body Corporate (as hereinafter   
defined) to procure a judgement in its favour, the Corporation shall  
indemnify each director and officer of the Corporation and each former
   director and officer of the Corporation and each person who acts or acted
at the Corporation's request as a director or officer of Another Body 
Corporate, and his heirs and legal representatives, against all costs,
charges and expenses, including any 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 the Corporation
or Another Body Corporate, as the case may be, 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.          

     "Another Body Corporate" as used herein means a body corporate of which the
Corporation is or was a shareholder or creditor."                     

The Act provides that no officer or director of the Company may be indemnified  
in connection with the defense of any civil, criminal or administrative action  
or proceeding to which such person is made a party by reason of being or having 
been a director or officer of the corporation or body corporate, unless a court 
of competent jurisdiction has approved the terms of such indemnification.       
However, the Act further provides that notwithstanding any provision to the     
contrary therein, any officer or director is entitled to indemnification if such
person (i) was substantially successful on the merits of the defense of the     
action or proceeding; (ii) acted honestly and in good faith with a view to the  
best interests of the corporation; and (iii) where a criminal or administrative 
action or monetary penalty is involved, such person had reasonable grounds for  
believing that his or her conduct was lawful.                                   

Insofar as indemnification for liabilities arising from the Securities Act of   
1933 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 U.S. Securities and Exchange Commission such indemnification is  
against public policy as expressed in the Securities Act and is therefore       
unenforceable.                                                                  

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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 Form F-10 or to transactions  
in said securities.                                                             

ITEM 2. CONSENT TO SERVICE OF PROCESS.                                          

The Company previously filed with the Commission on November 12, 2004 a written 
Appointment of Agent for Service of Process and Undertaking on Form F-X. Any    
change to the name or address of the agent for service of the Company or the    
trustee shall be communicated promptly to the Commission by amendment of Form   
F-X referencing the file number of the relevant registration statement.         

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company         
certifies that it has reasonable grounds to believe that it meets all of the    
requirements for filing on Form F-10 and has duly caused this Post-Effective    
Amendment No. 1 to Registration Statement to be signed on its behalf by the     
undersigned, thereunto duly authorized, in the City of Toronto, Province of     
Ontario, Canada, on the 14th day of January, 2005.                              

                INTEROIL CORPORATION

                     By:  /S/ PHIL E. MULACEK*
                                           -------------------------------------
                     Phil E. Mulacek
                            Chairman of the Board,
                                           Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective 
Amendment No. 1 to Registration Statement has been signed below by the following
persons in the capacities indicated, on the 14th day of January, 2005.          

/S/ PHIL E. MULACEK*                 Chairman of the Board,         
------------------------------------       Chief Executive Officer and President
 Phil E. Mulacek                   (Principal Executive Officer)

 /S/ TOM S. DONOVAN*                  General Manager-Finance/Accounts
------------------------------------       and Chief Financial Officer          
    Tom S. Donovan                    (Principal Financial Officer and
                                   Principal Accounting Officer)

  /S/ CHRISTIAN M. VINSON*             Director; Chief Operating Officer
------------------------------------       and Vice President                   
Christian M. Vinson                                           

/S/ GEOFFREY M. FOLIE*               Deputy Chairman of the Board   
------------------------------------                                            
Geoffrey M. Folie                                             

/S/ ROGER N.  GRUNDY*                Director                       
------------------------------------                                            
Roger N. Grundy                                               

/S/ GAYLEN J. BYKER*                 Director                       
------------------------------------                                            
Gaylen J. Byker                                               

/S/ EDWARD N. SPEAL*                 Director                       
------------------------------------                                            
Edward N. Speal                                               

* Pursuant to a previously filed power of attorney, Gary M. Duvall, as          
attorney-in-fact, does hereby sign this Post-Effective Amendment No. 1 to       
Registration Statement on behalf of each such person, in each case in the       
capacity indicated and on the date indicated.                                   

By: /S/ GARY M. DUVALL                                                          
---------------------------------                                       
Gary M. Duvall                                                          
Attorney-in-Fact                                                        

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 EXHIBIT INDEX

EXHIBIT                                                                         
NUMBER            DESCRIPTION                                                   
-------           -----------                                                   

1               Base Shelf Prospectus (included herein as Part I of this    
Registration Statement)                     

2               Annual Information Form dated May 19, 2004*                 

3               U.S. GAAP reconciliation which includes audited comparative 
                financial statements of the Registrant and notes thereto for
          the years ended December, 31, 2003, December 31, 2002,
                  December 31, 2001 and cumulative, together with the report and
         rates of the auditors thereon (incorporated herein by
               reference to Exhibit 5 of the Company's Report on Form 40-F
dated May 12, 2004)                         

4               Amending Agreement to Securities Purchase Agreement, dated  
          September 1, 2004, by and among, InterOil Corporation,
               Portside Growth and Opportunity Fund, Manchester Securities
Corp. and Provident Master Fund LTD.*       

5               8.78% Senior Convertible Debenture due August 28, 2009 of   
InterOil Corporation, dated August 27, 2004*

6               Management's Discussion and Analysis for the year ended     
                  December 31, 2003, contained on pages 43-48 of the 2003 Annual
              Report of the Company (incorporated herein by reference to
                Exhibit 3 of the Company's Report on Form 40-F dated May 12,
2004)                                       

7               Amended unaudited comparative consolidated financial        
               statements for the six months ended June 30, 2004, June 30,
2003 and June 30, 2002*                     

8               Management Information Circular for the annual meeting of   
                 shareholders held on June 29, 2004 (excluding those portions,
                  which, in accordance with National Instrument 44-101, need not
be incorporated by reference)*              

9               Unaudited comparative consolidated financial statements for 
            the six months ended June 30, 2004 and June 30, 2003 and
 management's discussion and analysis thereof*

 10              Material Change Report dated February 2, 2004 in respect of a
           revision to the estimate for completion of our refinery
                 project in Papua New Guinea (incorporated herein by reference
                 to Exhibit 123 of the Company's Report on Form 40-F dated May
12, 2004)                                   

 11              Material Change Report dated March 16, 2004 in respect of the
              share sale agreement with British Petroleum plc to acquire
           British Petroleum's Papua New Guinea subsidiary, BP PNG
           (incorporated herein by reference to Exhibit 122 of the
     Company's Report on Form 40-F dated May 12, 2004)

12              Material Change Report dated June 17, 2004 in respect of the
                  arrival of the first shipment of crude oil for our refinery at
           our marine terminal located across the harbor from Port
Moresby, Papua New Guinea*                  

13              Material Change Report dated July 7, 2004 in respect of our 
                  refinery's crude distillation unit accepting feedstock for the
first time*                                 

  14              Material Change Report dated August 27, 2004 in respect of the
             definitive agreement for the private placement of U.S.$30
million to U.S.$40 million of Debentures*   

 15              Material Change Report dated September 10, 2004 in respect of
            closing the issuance of an additional U.S.$15 million of
   Debentures, raising a total of U.S.$45 million*

  16              Refinery State Project Agreement by and among InterOil Limited
            to InterOil, Ltd. and the Independent State of Papua New
Guinea dated May 29, 1997*                  

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EXHIBIT                                                                         
NUMBER            DESCRIPTION                                                   
-------           -----------                                                   

 17              Agreement for the Sale and Purchase of Naphtha dated February
8, 2001*                                    

18              Export Marketing and Shipping Agreement by and between EP   
                  InterOil, Ltd. and Shell International Eastern Trading Company
dated March 23, 2001*                       

19              Domestic Sales Agreement by and between InterOil Limited and
       Shell Papua New Guinea Limited dated April 9, 2001*

20              Sale and Purchase Undertaking Agreement, by and between     
                  InterOil Corporation and Shell Overseas Holdings Limited dated
July 21, 2004*                              

21              Crude Supply Agency and Sales Agreement by and between EP   
                  InterOil, Ltd. and BP Singapore Plc Limited dated December 21,
2001*                                       

22              Engineering Procurement and Construction Contract by and    
             between InterOil Limited and Clough Niugini Limited dated
March 26, 2002*                             

  23              Facilities Management Contract by and between InterOil Limited
        and Petrofac Niugini Limited dated November 9, 2003*

24              Share Sale Agreement by and among InterOil Corporation, SPI 
               Distribution Limited, Gas Tank Nederland B.V., and BP Papua
New Guinea Limited dated March 9, 2004*     

25              Securities Purchase Agreement by and between InterOil       
                  Corporation and the Initial Purchasers as listed therein dated
August 26, 2004*                            

26              CSIRO Petroleum Confidential Report No. 02-019, Preliminary 
            Report on the Geochemistry of Solid Bitumens in the Pale
              Sandstone, Subu-1 Well and Outcrop at the Aure Scarp, East
Papuan Basin, dated April 2002*             

27              CSIRO Petroleum Confidential Report No. 04-002 (Part I), The
       Geochemistry and Organic Petrology of Oil Shows and
             Fine-Grained Rocks in Moose-1 and Moose-1ST1, East Papuan
Basin, dated January 2004*                  

28              CSIRO Petroleum Confidential Report No. 04-059 (Part I), The
              Geochemistry of Oil Shows in the Moose-2 Well, East Papuan
Basin, dated September 2004*                

 29              CSIRO Petroleum Confidential Report No. 04-059 (Part II), The
              Geochemistry of Oil Shows in the Moose-2 Well, East Papuan
Basin, dated September 2004*                

30              Registration Rights Agreement by and among InterOil         
                  Corporation and the purchasers signatory thereto, dated August
26, 2004*                                   

31              Consent of KPMG*                                            

32              Consent of PricewaterhouseCoopers*                          

33              Power of Attorney*                                          

----------------                                                                

* Previously filed.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘F-10POS’ Filing	Date	First	Last	Other Filings

	8/28/09	9
	5/6/05	5
Filed on / Effective on:	1/14/05	1
	1/13/05	2
	1/5/05	2
	1/4/05	5
	12/31/04	2	3	40-F
	12/13/04	2
	11/12/04	7		F-10, F-X
	9/10/04	9
	9/3/04	2
	9/1/04	9
	8/27/04	2	9
	8/26/04	10
	7/21/04	10
	7/7/04	9
	6/30/04	9
	6/29/04	9
	6/17/04	9
	5/19/04	9
	5/12/04	9		40FR12B, F-X
	3/16/04	9
	3/9/04	10
	2/2/04	9
	12/31/03	9		6-K
	11/9/03	10
	6/30/03	9
	12/31/02	9
	6/30/02	9
	3/26/02	10
	12/31/01	9
	12/21/01	10
	4/9/01	10
	3/23/01	10
	2/8/01	10
	5/29/97	9
				List all Filings

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Filing Submission 0000950129-05-000396 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Interoil Corp – ‘F-10POS’ on 1/14/05

On: Friday, 1/14/05, at 5:13pm ET · Effective: 1/14/05 · Accession #: 950129-5-396 · File #: 333-120383

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Post-Effective Amendment to an F-10 — Form F-10Filing Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Post-Effective Amendment to an F-10 — Form F-10
Filing Table of Contents