Securities Law & Instruments

Headnote

Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- relief from eligibility requirements under NI 44-101 for reporting issuer whose common shares are not listed on a stock exchange in Canada -- common shares are listed on NYSE.

Applicable Legislative Provisions

National Instrument 44-101 Short Form Prospectus Distributions.

Citation: InterOil Corporation, Re, 2010 ABASC 440

September 20, 2010

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA AND ONTARIO

(the Jurisdictions)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

INTEROIL CORPORATION

(the Filer)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) exempting the Filer from the qualification criteria that the equity securities of the Filer be listed and posted for trading on a short form eligible exchange (as such term is defined in National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101)), as required in subsection 2.2(e) of NI 44-101 and subsections 2.2(1), 2.2(2) and 2.2(3)(b)(iii) of National Instrument 44-102 Shelf Distributions (NI 44-102) (the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

(a) the Alberta Securities Commission is the principal regulator for this application;

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia; and

(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined in this decision.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a corporation continued under the Business Corporations Act (Yukon). Its registered office is located in Whitehorse, Yukon, Canada and its corporate office is located in Cairns, Queensland, Australia.

2. The Filer is a reporting issuer under the securities legislation of each of Alberta, Ontario and British Columbia and is not, to its knowledge, in default of its obligations as a reporting issuer under the securities legislation of the Jurisdictions or British Columbia.

3. The Filer is authorized to issue an unlimited number of common shares (InterOil Shares) and an unlimited number of preferred shares (Preferred Shares), issuable in series, of which 1,035,554 series A Preferred Shares are authorized. As at August 31, 2010, 43,977,535 InterOil Shares were issued and outstanding and no Preferred Shares are issued or outstanding.

4. The InterOil Shares are listed on the New York Stock Exchange (NYSE) and the Port Moresby Stock Exchange in Papua New Guinea, but are not listed and posted for trading on any stock exchange in Canada. The Filer does not currently intend to list any securities on any exchange or marketplace in Canada.

5. The market capitalization of the Filer is approximately US$2.5 billion, based upon 43,977,535 InterOil Shares issued and outstanding as at August 31, 2010 and a closing price of such shares on the NYSE of US$58.75 on August 31, 2010.

6. The Filer is a developing a vertically integrated oil and gas business whose primary focus is Papua New Guinea and the surrounding region. The Filer's assets consist of petroleum licenses covering approximately 3.9 million acres, an oil refinery, and retail and commercial distribution facilities, all located in Papua New Guinea. In addition, the Filer is a shareholder in a joint venture established to construct a liquid natural gas plant on a site adjacent to the Filer's refinery in Port Moresby, Papua New Guinea.

7. Other than one director resident in British Columbia, none of the executive officers or directors of the Filer are residents of Canada, the Filer has no material assets located in Canada, and the business of the Filer is administered wholly outside of Canada.

8. A short form eligible exchange (Short Form Eligible Exchange) is defined in NI 44-101 as each of the Toronto Stock Exchange, Tier 1 and Tier 2 of the TSX Venture Exchange and the Canadian Trading and Quotation System Inc.

9. The Filer satisfies the basic qualification criteria set forth in section 2.2 of NI 44-101, other than having its equity securities listed and posted for trading on a Short Form Eligible Exchange.

10. The Filer is neither a "U.S. issuer" nor a "foreign issuer", as such terms are defined in National Instrument 71-101 The Multijurisdictional Disclosure System.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted.

"Blaine Young"
Associate Director, Corporate Finance