InterOil Receives Notice On LNG Project Agreement Triggering Six Month Consultation With The PNG State

PORT MORESBY, Papua New Guinea, and HOUSTON, May 14, 2012 /CNW/ - InterOil Corporation (NYSE:IOC) (POMSoX:IOC) today announced receipt through an unofficial channel, from the Department of Petroleum and Energy (DPE), of a copy of a notice of intention to cancel the 2009 LNG Project Agreement between Liquid Niugini Gas Limited and the Independent State of Papua New Guinea. Having considered the issue carefully with our external advisers, we are strongly of the view that the State has no right at present to terminate the Project Agreement. The notice does activate a six month consultation period during which the parties are to explore steps to deal with or remedy the DPE's concerns.

Our sell down and partnering process has now reached a stage where we expect to be able to demonstrate to the DPE, in the coming weeks, our ability to abide by all of the terms of the 2009 LNG Project Agreement. This accords with our stated intention since the previously announced engagement of advisors for this process at the end of last year. InterOil, and the partner we select, intends to bring an LNG processing facility to Papua New Guinea of a nature and in a manner which will be satisfactory to the State.

About InterOil

InterOil Corporation is developing a vertically integrated energy business whose primary focus is Papua New Guinea and the surrounding region. InterOil's assets consist of petroleum licenses covering about 3.9 million acres, an oil refinery, and retail and commercial distribution facilities, all located in Papua New Guinea. In addition, InterOil is a shareholder in a joint venture established to construct an LNG plant in Papua New Guinea.

InterOil's common shares trade on the NYSE in US dollars.

Forward Looking Statements

This press release includes "forward-looking statements" as defined in United States federal and Canadian securities laws. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the InterOil expects, believes or anticipates will or may occur in the future are forward-looking statements, including in particular, the intention of the PNG State to terminate the Project Agreement, the ability to attract a strategic LNG partner, the ability to demonstrate compliance by InterOil of the terms of the Project Agreement, the construction and development of the proposed large scale LNG project and condensate stripping project, business prospects, strategies, regulatory developments, the ability to obtain financing on acceptable terms. These statements are based on certain assumptions made by the Company based on its experience and perception of current conditions, expected future developments and other factors it believes are appropriate in the circumstances, including the terms of the Project Agreement and the status of the LNG strategic partner search status. No assurances can be given however, that these events will occur. Actual results will differ, and the difference may be material and adverse to the Company and its shareholders. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause our actual results to differ materially from those implied or expressed by the forward-looking statements. Some of these factors include the risk factors discussed in the Company's filings with the Securities and Exchange Commission and on SEDAR, including but not limited to those in the Company's Annual Report for the year ended December 31, 2011 on Form 40-F and its Annual Information Form for the year ended December 31, 2011. In particular, there is no established market for natural gas or gas condensate in Papua New Guinea and no guarantee that gas or gas condensate from the Elk and Antelope fields will ultimately be able to be extracted and sold commercially.

Investors are urged to consider closely the disclosure in the Company's Form 40-F, available from us at www.interoil.com or from the SEC at www.sec.gov and its Annual Information Form available on SEDAR at www.sedar.com.

SOURCE InterOil Corporation

http://www.interoil.com