Information Circular: Filed on SEDAR and Delivered to InterOil Corporation – March 31, 2016

SOLICITATION BY AND ON BEHALF OF
Phil E. Mulacek and Petroleum Independent & Exploration, LLC
FOR THE SUPPORT OF THE HOLDERS OF COMMON SHARES OF
INTEROIL CORPORATION

This proxy circular, including any supplements hereto or amendments and restatements hereof (together, the “Circular”), prepared by Phil E. Mulacek and Petroleum Independent & Exploration, LLC (collectively, the “Concerned InterOil Shareholders”, “we” or “our”), solicits your SUPPORT for resolutions to be voted on at a special meeting of shareholders of InterOil Corporation (“InterOil” or the “Company”).

Certain of the beneficial shareholders of InterOil, including the Concerned InterOil Shareholders, have sent a requisition pursuant to the Business Corporations Act (Yukon) (the (“Requisition”) for the directors of InterOil to call a special meeting of InterOil’s shareholders (the “Special Meeting”). The Concerned InterOil Shareholders and the other shareholders who have sent the Requisition have proposed that the Special Meeting be held in conjunction with the 2016 annual and special meeting of InterOil’s shareholders (the “Annual Meeting”), which is scheduled to be held on June 14, 2016.

InterOil has not yet responded to the Requisition. The Concerned InterOil Shareholders are unaware whether the special business at the Annual Meeting will include votes by the Shareholders on the matters covered in the Requisition.

InterOil has until April 12, 2016 to call the Special Meeting. If InterOil does not call the Special Meeting by that time, the Concerned InterOil Shareholders and other InterOil shareholders who sent the Requisition are themselves entitled to call the Special Meeting under the Business Corporations Act (Yukon).

The Concerned InterOil Shareholders are not asking shareholders to send a form of proxy at this time. The Concerned InterOil Shareholders have prepared and filed this Circular in order that they may at this time have discussions with shareholders regarding the Special Meeting in compliance with the solicitation requirements under applicable corporate and securities laws. The Concerned InterOil Shareholders are soliciting your support FOR the resolutions they have proposed for the Special Meeting. Further details concerning the resolutions and the Special Meeting are contained in this Circular.

We expect to issue a supplement to or amendment and restatement of this Circular (the “Revised Circular”) containing further disclosure regarding the Special Meeting, together (if necessary) with details concerning the completion and return of proxies to be provided by the Concerned InterOil Shareholders for use at the Special Meeting. WE URGE SHAREHOLDERS TO MONITOR AND REVIEW OUR PUBLIC DISCLOSURE FOR FURTHER INFORMATION, INCLUDING THE REVISED CIRCULAR, AS IT BECOMES AVAILABLE.

March 31, 2016

[Download PDF version of complete Circular Here]

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The Conference Call Details
for 9 February, 2017:

Time: 9:30AM (CST)

US Toll Free Dial-In: 1(866) 551-7244

Conf No.: 70506067

Participants are invited to submit questions in advance by email to: info@concernedinteroilshareholders.com.

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On behalf of the Concerned InterOil Shareholders, we thank you for your support!.