exv4w10



 




  Exhibit 4.10





	FORM51-I02F3




	material change report




	1. name and address of Company:




	InterOil Corporation
(“InterOil”) 60-92 Cook Street
Portsmith, Queensland 4870
Australia




	2. Date of Material Change:




	August 24, 2007




	3. News Release:




	Press release disclosing in detail (he material sumrnarized in this Material Change Report
was disseminated through the facilities of Martketwire on Compex on August 28, 2007.




	4. Summary of Material Change:




	On August 24, 2007, InterOil announced that it hud completed its continuance into the Yukon
Territory Business Corporations Act from New Brunswick. In connection with this continuance,
InterOil adopted new by-laws and articles. The newly adopted by-laws and articles of
continuance of InterOil are now more typical of public company articles, in that they do not
include restrictions on the issuances of securities by InterOil or pre-emptive rights
Granted to PI I; Group, LLC or Commodities Trading International Corporation. Such
provisions were included in Inter-Oil’s previous articles. A copy of the new Articles of
Continuance and by-laws of InterOil are attached at Schedule “A”.




	5. Full Description of Material Change:




	The material change is described in more detail in the attached press release at Schedule
“IV.




	6. Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102:




	Not applicable.




	7. Omitted Information:




	No! applicable,




	8. Executive Officer:




	The name and business telephone number of the executive officer of the Corporation who is
knowledgeable about the material change and This report is:




	Phil Mulacek




	Chairman & Chief Executive Officer




	+61 7 4046 4600






 









 












	9. Date of Report:




	August 31. 2007




	InterOil Corporation




	William Jaspor




	President & Chief Operating Officer





 









 









	SCHEDULE“A”




	ARTICLES OF CONTINUANCE




	AND BY-LAWS OF INTEROIL CORPORATION





 









 












	SCHEDULE “B” PRESS RELEASE






 









 









	Yukon




	Community Services            BUSINESS CORPORATIONS ACT




	FORMS




	Certificate of Continuance




	INTEROIL CORPORATION




	I hereby certify that the above-mentioned corporation was continued into Yukon,
as set out in the attached Articles of Continuance, under section 190 of the
Business Corporations Act.




	iii
—
Corporate Access Number:32478 fa- Frederik J. Pretorius




	Date of Continuance:2007-08-24 Registrar of Corporations





 









 









	ARTICLES OF CONTINUANCE




	YUKON BUSINESS CORPORATION ACT




	(Section 190)




	Form 3-01 ARTICLES OF
CONTI NUANCE




	1. Name of Corporation:




	INTEROIL CORPORATION




	2. The classes and any maximum number of shares that the Corporation is




	authorized to issue:




	The attached Schedule “A” is incorporated in In and forms part of these
Articles ol Continuance.




	3. Restrictions, if any, on share transfers:




	There arc no restrictions on share
transfers.




	4. Number (or minimum and maximum number) of Directors:




	Not less than three (3), nor more than fifteen (15)




	5. Restrictions, if any, on business the Corporation may carry on:




	None.




	6. If change of Name effected, previous name:




	Not applicable.




	7. Details of Incorporation;




	Amalgamation of South Pacific Interoil Limited and Cybermind Group Inc., under
the New Brunswick Business Corporations Act on May 29, 1997, under the name
InterOil Corporation.




	8. Other provisions, if any;




	The attached Schedule “B” is incorporated into and forms part of these
Articles of Continuance.




	9. Date: /V            August. 2007




	Signature: J%ftJS f Chairman & Chief Executive Officer




	f




	Title




	FILED




	AUG 2 4 2QO7




	H-1




	DEPUTY REGISTRAR






 









 












	INTEROIL CORPORATION SCHEDULE “A”




	The classes and any maximum number of shares that the Corporation is authorized to issue:




	The Corporation is authorized to issue an unlimited number of shares without nominal or par value
and the authorized capital of the Corporation is to be divided into:




	1. Common shares which shall have attached thereto the following preferences, rights,
conditions,




	restrictions, limitations, or prohibitions:




	(a) Voting




	Holders of Common shares shall be entitles to vote at any meeting of the shareholders of
the Corporation and have one vote in respect of each Common share held by them.




	(b) Dividends




	Holders of Common shares shall be entitled to receive, out of all profits or surplus
available for dividends, any dividend declared by the Corporation on the Common shares,




	(c) Participation in Assets on Dissolution




	In the event of liquidation, dissolution or winding up of the Corporation, whether voluntary
or involuntary, holders of Common shares shall be entitled to receive the remaining property
of the Corporation.




	2. Preferred shares which .shall have attached thereto the following rights, privileges,
restrictions and




	conditions:




	(a) the Preferred Shares may at any time and from time to time be issued in one or
more series, each




	series to consist of such number of shares as may, before the issue thereof, be
determined by

unanimous resolution of the directors of the Corporation; and




	(b) subject to the provisions of the Business Corporation* Act (Yukon), the
directors of the Corporation




	may by unanimous resolution fix from lime to time before the issue thereof the
designation,

rights, privileges, restrictions and conditions attaching to each series of the
Preferred Shares








 









 












	INTEROIL CORPORATION SCHEDULE “B”




	Other provisions, if any:




	1. A meeting of the shareholders of the Corporation may, in the directors’ unfettered
discretion, be held at




	any location in North America, Europe, Asia, South America, Australia and Africa specified by the
directors in the notice of such meeting.
2, The directors may, between meetings of the shareholders, appoint one or more additional directors of the




	Corporation to serve until the next annual meeting of shareholders, but the number of
additional
directors shall not at any time exceed one third of the number of directors who held office
at the
expiration of the last annual meeting of the shareholders, provided that the total number of
directors shall
not exceed the maximum number of directors fixed pursuant to the Articles.






 









 












	BY-LAW




	BY-LAW NO. 1




	A By-law relating generally to the transaction of the business and affairs of INTEROTL




	CORPORATION (the “Corporation”)




	SECTION ONE — INTERPRETATION




	1.1 Interpretation. Words and expressions defined in the Business Corporations Act, Revised
Statutes of the




	Yukon 2002, Chapter 20 as amended as of the date hereof (the “Act”) have the same meanings when used in the By
laws. Words importing the singular number include the plural and vice versa and words importing gender include
masculine, feminine and neuter genders as required by the context.
1.2 Conflict with Act or Articles, The By-laws are subject to the provisions of the Act and the articles of the




	Corporation and in the event of conflict between the provisions of any By-laws and the provisions of the Act or the
articles, the provisions of the Act or the articles shall prevail over the By-laws.
1.3 Readings. The headings and indices used in the By-laws are inserted for convenience of reference only




	and do not affect the interpretation of the by-laws or any part thereof.




	SECTION TWO — BUSINESS OF THE CORPORATION




	2.1 Corporate Seal. The Board of Directors of the Corporation (the “Board”) may adopt and change
a




	corporate seal which shall contain the name of the Corporation and the Board may cause to be created as many
duplicates thereof as the Board shall determine.
2.2 Execution of Instruments. The Board may from time to time direct the manner in which, and the person




	or persons by whom, any particular document or class of documents may or shall be signed and
delivered. In the

absence of a directors’ resolution concerning the execution of any particular documents, documents
shall be signed




	and delivered on behalf of the Corporation by any one director or officer.
2.3 Banking and Financial Arrangements. The banking and financial business of the Corporation including,




	without limitation, the borrowing of money and the giving of security therefore, shall be transacted with such
banks, trust companies or other bodies corporate or organizations as may from time to time be designated by or
under the authority of the Board. Such banking and financial business or any part thereof shall be transacted under
such agreements, instructions and delegations of powers as the Board may from time to time prescribe or authorize.
2.4 Voting Rights in other Bodies Corporate. Any director or officer of the Corporation may execute and




	deliver proxies and arrange for the issuance of voting certificates or other evidence of the right
to exercise the
voting rights attaching to any securities held by the Corporation, Such instruments, certificates
or other evidence
shall be in favour of such person or persons as may be determined by the person executing such
proxies or
arranging for the issuance of voting certificates or such other evidence of the right to exercise
such voting rights. In




	addition, the Board may from time to time direct the manner in which and the person or persons by whom any
particular voting rights or class of voting rights may or shall be exercised.
2.5 Withholding Information from Shareholders. Subject to the provisions of die Actor other applicable law,




	no shareholder shall be entitled to discovery of any information respecting any details or conduct
of the
Corporation’s business which, in the opinion of the Board, it would be inexpedient in the
interests of the
shareholders or the Corporation to communicate to the public. Subject to the Act and applicable
law, the Board
may from time to determine whether and to what extent and at what time and place and under what
conditions or
regulations the accounts, records and documents of the Corporation shall be open to
the inspection of
shareholders and no shareholder shall have any right of inspection of any account, record or
document of the




	2.1





 









 









	Corporation except as conferred by the Act, other applicable law or authorized by the Board or by
resolution passed at a general meeting of shareholders.




	SECTION THREE — DIRECTORS AND BOARD




	3.1 Calling of Meeting. Meetings of the Board shall be held from time to time and at such place .is
the Board,




	the Chairman of the Board, the Chief Executive Officer, any officer designated by the Board or any two directors
may determine.
3.2 Notice of Meetings. Notice of the time and place of Board meetings shall be given to each director in the




	manner provided by this By-law not less than <48 hours before the time of the meeting.
3.3 Waiver of Notice. Notice of any meeting of directors or of any committee of directors or the time for tin1




	giving of any such notice or any irregularity in any meeting or in the notice thereof may be waived by any director
in writing or by tax address to the Corporation or in any other manner, and any such waiver may be validly
given either before or after the meeting to which such waiver relates. Attendance of a director at any meeting of
directors or of any committee of directors is a waiver of notice of such meeting, except when a director attends a
meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is
not lawfully called.
3.4 Omission of Notice. The accidental omission to give notice of any meeting of directors or of any




	committee of directors to or the non-receipt of any notice by any person shall not invalidate any resolution passed
or any proceeding taken at such meeting,
3.5 Telecommunication. A director may participate in a Board meeting or a meeting of a committee of




	directors by means of telephone or other communication facilities that permit all directors participating in the
meeting to hear each other
3.6 Quorum. A quorum for Board meetings shall be a majority of the directors present in person or by




	telecommunication. If a quorum is not present within 15 minutes of the time fixed for the holding of the meeting,
the meeting shall be adjourned for not less than 24 hours and notice of the time and place of the adjourned meeting
shall be given to each director not less than 12 hours before the time of the adjourned meeting. If a quorum is not
present within 15 minutes of the time fixed for the holding of the adjourned meeting, those directors present in
person or by telecommunication shall constitute a quorum for the purpose of the adjourned meeting.
3.7 First Meeting of New Board. Provided a quorum of directors is present, each newly elected Board may,




	without notice, hold its first meeting immediately following the meeting of shareholders at which such Hoard is
Elected,
3.8 Regular Meetings. The Board may appoint a day or days in any month or months and a place and hour




	for regular meetings of the Board. A copy of any resolution of the Hoard fixing the day or days, the place and time
of such regular meetings shall be sent to each director forthwith after being passed, but no other notice shall be
required for any such regular meeting except where the Act requires the purpose thereof or the business to be
transacted thereat to be specified.
3.9 Casting Vole. At all Board meetings, each director shall have one vole and every question shall be




	decided by a majority of votes cast on each question. In the case of an equality of votes, the chairman of the
meeting shall not be entitled to a second or casting vote in addition to the vote to which In- may be entitled as a
director.
3.10 Chairman. The chairman of any meeting of the Board shall be the first mentioned of such of the following




	officers as have been appointed and who is also a director and who is present at the meeting:

3.8





 









 









	(a) the Chairman of the Board;
(b) Chief Executive Officer;
(c) the President;
(d) the Chief Operating Officer; or




	(e) any Vice-President (and where more than one Vice-President is present at the
meeting, then the




	priority to act as chairman as between them shall be in the order of the seniority of
the office of

Vice-President).




	If no such officer (as have been appointed and who is also a director) is present within 15
minutes from the time fixed for the holding of the meeting of the Board, the persons present shall
choose one of their number then present to be chairman of that meeting.




	3.11 Committees of Directors. Unless otherwise ordered by the Board each committee of directors
shall have




	power to fix its quorum at not less than .1 majorities of its members, to elect its chairman and to regulate its
procedure.
3.12 Remuneration and Expenses. The directors shall be paid such remuneration for their services as the




	Board may from time to time determine. The directors shall also be entitled to be reimbursed for travel expenses
and other expenses properly Incurred by them in attending meetings of the Board or any committee thereof.
Nothing herein contained shall preclude any director from serving the Corporation in any other capacity and
receiving remuneration therefore.
3.13 Resolution in Lieu of Meeting. A resolution in writing, signed (or otherwise authorized in a manner




	approved by the Board) by all the directors entitled to vote on that resolution at a meeting of
directors or
committee of directors, is as valid as if it had been passed at a meeting of directors or committee
of directors. A
resolution in writing dealing with all matters required by the Act or this by-law to be dealt with
at a meeting of
directors, and signed by all the directors entitled to vote at that meeting, satisfies all the
requirements of the Act
and this by-law relating to meetings of directors,




	SECTION FOUR — OFFICERS




	4.1 Appointment. The Board may, from time to time, appoint any or all of a Chairman of the Board, a
Chief

Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, one or more
Vice-Presidents (to which title may be added words indicating seniority or function), a Secretary,
a Treasurer and such other officers as the Board may determine, including one or more assistants
to any of the officers so appointed, Subject to those powers and authority which pursuant to the
Act may only be exercised by the directors, tried officers of the Corporation may exercise,
respectively, such powers and authority and shall perform such duties, in addition to those
specified in the By-laws, as may from time to time be prescribed by the Board. Except for the
Chairman of the Board an officer may, but need not be, a director.




	4.2 Delegation, to case of the absence of any officer or employee of the Corporation or for any
other reason




	that the Board may deem sufficient, the Board may delegate the powers and authority of such officer or employee
to any other officer or employee or to any director of the Corporation.
4.3 Agents and Attorneys. The Board, the Chairman of the Board or the Chief Executive Officer may also




	from time to time appoint other agents, attorneys, officers and employees of the Corporation within
or without
Canada, who may be given such titles and who may exercise such powers and authority (including the
power of
4.2





 









 









	sub delegation) and shall perform Midi Juries of management or otherwise*, as the Board may from
time to time prescribe.




	4.4 Chairman of the Board, Die Chairman of the Board shall be a director of the Corporation, The
Chairman




	of the Hoard shall preside at till meetings of the Board and meetings of shareholders .11 which he is present and may
exercise such other powers and authority and shall perform the duties which may from time to time be prescribed
by the Board,
4.5 Chief Executive Officer. The Chief Executive Officer shall, except as may be otherwise specified by tin-




	Board, and, subject to the authority of the Hoard, be responsible for the general supervision of the business and
affairs of the Corporation and shall have such other powers and duties us the Hoard may specify. During the
absence or disability of the Chairman of the Board, or if no Chairman (if the Board has been appointed, in the event
the Chief Executive Officer is a director of the Corporation, the Chief Executive Officer shall, when present,
preside as chairman at all meetings of directors and at all meetings of shareholders,
4.6 Vice-Presidents and Other Officers. The Vice-President and other officers of the Corporation may




	exercise such powers and authority and shall perform such duties as may from time to time be prescribed by the
Board.
4.7 Secretary. Except as may be otherwise determined from time to time by the Board, the Secretary shall




	attend and be the secretary to all meetings of the Board, shareholders and committees of the Board
and shall enter
or cause to be entered in records kept for that purpose minutes of all proceedings at such
meetings. The Secretary
shall give or cause to he given as and when instructed all notices to shareholders, directors,
officers, auditors and




	members of committees of the Board. The Secretary shall be the custodian of the corporate seal, if any, of the
Corporation and shall have charge of all books, papers, reports, certificates, records, Documents, registers and
instruments belonging lo the Corporation, except when some other officer or agent has been appointed for that
purpose and may exercise such other powers and authority and shall perform such other duties as may from lime
to time be prescribed by the Board or by the Chief Executive Officer.
4.8 Variation of the Powers and Duties, The Board may from lime to time vary, add to or limit the powers,




	authority and duties of any officer
4.9 Removal and Discharge. The Board may remove any officer of the Corporation, with or without cause, at




	any meeting called for that purpose and mav elect or appoint others in their place or places.
4.10 Term of Office. Each officer appointed by the Board shall hold office until a successor is appointed, or




	until his earlier resignation or removal by the Board.




	4.1.1 Terms of Employmenl and Remuneration. The terms of employment and the remuneration of
officers appointed by the Board shall lie settled by the Hoard from time to time.




	4.12 Fidelity Bonds. The Board, the Chairman of the Board or the Chief Executive Officer may
require such officers, employees and agents of the Corporation as it deems advisable to furnish
bonds for the faithful performance of their powers and duties, in such form and with such surety
as it may from time to time determine.




	SECTION FIVE- INDEMNIFICATION




	5.1 Indemnification of Directors and Officers Against Actions by Third Parties. Except in respect
of an




	action by or on behalf of the Corporation or body corporate to procure a judgment in Gils favour,
the Corporation shall indemnify a director or officer of the Corporation, a former director or
officer of the Corporation or a person who acts or acted at the Corporation’s request as a
director or officer of a body corporate of which the Corporation is or was a shareholder or
creditor, or a person who undertakes or has undertaken any liability on behalf of the






 









 












	Corporation or any such body corporate, and his heirs and legal representatives, against all
costs, charges and expenses, including an 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
that Corporation or body corporate, 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.




	5.2 Indemnification of Directors and Officers Against Actions by the Corporation. The Corporation
shall,




	with the approval of the Supreme Court of the Yukon Territory, indemnify a person referred to in paragraph 5.1 in
respect of tin action by or on behalf of the Corporation or body corporate to procure a judgment in its favour, to
which he is made a party by reason of being or having been a director or an officer of the Corporation or body
corporate, against all costs, charges and expenses reasonably incurred by him in connection with the action if he
fulfills the conditions set out in subparagraphs 5.1{a) and (b).
5.3 Right of Indemnity not Exclusive. The provisions for indemnification contained in the By-laws shall not




	be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any By
law, agreement, vote of shareholders or disinterested directors or otherwise, both as to an action in his official
capacity and as to an action in any other capacity while holding such office. This section shall also apply to a
person who has ceased to be a director or officer, and shall ensure to the benefit of the heirs and legal
representatives of such person.
5.4 Insurance. Subject to the limitations contained in the Act, the Corporation may purchase and maintain




	such insurance for the benefit of its directors and officers as the Board may from time to time
determine.




	SECTION SIX — SHARES




	6.! Options. The Board may from time to time grant options to purchase the whole or any
part of the




	authorized and unissued shares of the Corporation at such times and to such persons and tor such
consideration as die Board shall determine, provided that no share shall be issued until it is
fully paid as provided in the Act.




	6.2 Non-recognition of Trusts. The Corporation shall treat as absolute owner of any share the
person in

whose name the share is registered in the securities register as if that person had full legal
capacity and authority to




	exercise a right of ownership, irrespective of any indication to the contrary through knowledge or notice or
description in the Corporation’s records or on the share certificate.
6.3 Joint Shareholders. If two or more persons are registered as joint holders of any share, any one of such




	persons may give effectual receipts for the certificate issued in respect thereof or for any
dividend, bonus, return




	of capital or other money payable or warrant issuable in respect of such share.
6.4 Agent. The directors may from time to time by resolution appoint or remove (i) one or more trust




	companies registered under the relevant law as its agent or agents to maintain a central securities register or
registers or (ii) an agent or agents to maintain a branch securities register or registers for the Corporation.
6.5 Dealings with Registered Holder. Subject to the Act, the Corporation may treat the registered owner of a




	security as the person exclusively entitled to vote, to receive notices, to receive any interest,
dividend or other payments in respect of the security, and otherwise to exercise all the rights
and powers of an owner of the security.






 









 












	SECTION SEVEN — DIVIDENDS AND RIGHTS




	7.1 Dividend Cheques. A dividend payable in cash shall be paid by cheque drawn on the
Corporation’s

bankers or one of them to the order of each registered holder of shares of the class or series in
respect of which a




	dividend has been declared, and mailed by prepaid ordinary mail to such registered holder at the address shown
in the records of the Corporation, unless such holder otherwise directs. The mailing of such cheque as aforesaid,
unless the same is not paid on due presentation, shall satisfy and discharge the liability for the dividend to the
extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does
withhold.
7.2 Join! Shareholders. In the case of joint holders, a cheque for payment of dividends, bonuses, returns of




	capital or other money payable, shall, unless such joint holders otherwise direct, be made payable
to the order of

all of such joint holders and mailed to them at the address shown in the records of the
Corporation.




	7.3 Non-Receipt of Cheques. In the event of non-receipt of any dividend cheque by the person to
whom it is
sent as aforesaid, the Corporation shall issue to such person a replacement cheque for a like
amount on such terms
as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the Board
may from time to
time prescribe, whether generally or in any particular case.




	7.4 Unclaimed Dividends. Any dividend unclaimed after a period of six (6) years from the date on
which the

same has been declared to be payable shall be forfeited and shall revert to the Corporation.




	SECTION EIGHT — MEETINGS OF SHAREHOLDERS




	8.1 Annual Meetings. The annual meeting of shareholders shall be held at such time in each year
and, subject

to the articles of the Corporation, at such place as the Board, or failing it, the Chairman of the
Board or the Chief




	Executive Officer, may from time to time determine.




	8.2 Time for Deposit of Proxies, ‘[’he Board may specify in a notice calling a meeting of
shareholders a time,




	preceding the time of such meeting by not more than 48 hours exclusive of non-business days, before which
proxies to be used at such meeting must be deposited. A proxy shall be acted upon only if, print to the time so
specified, it shall have been deposited with the Corporation or an agent thereof specified in such notice, or if no
such time is specified in such notice, unless it has been received by the Secretary of the Corporation or by the
chairman of the meeting or any adjournment thereof prior to the time of voting.
8.3 Persons Entitled to be Present. The only persons entitled to be present at a meeting of the shareholders




	shall be those persons entitled to vote thereat, the directors and auditor (if any) of the
Corporation and others who, although not entitled to vote, are entitled or required under any
provision of the Act or the articles or By-laws to be present at the meeting. Any other persons
may be admitted only on the invitation of the chairman of the meeting or with the consent of the
meeting.




	8.4 Quorum. A quorum of shareholders is present at a meeting of shareholders, irrespective of the
number of
persons actually present at the meeting, if the holder or holders of five percent (5%) of the
shares entitled to vote
at the meeting are present in person or represented by proxy. No business shall be transacted at
any meeting
unless the requisite quorum is present at the time of the transaction of such business.




	8.5 Adjournment. Should a quorum not be present at any meeting of shareholders, those present in
person or
by proxy and entitled to vote shall have power to adjourn the meeting for a period of not more than
30 days
without notice other than announcement at the meeting. At any such adjourned meeting, provided a
quorum is
present, any business may be transacted which might have been transacted al the meeting adjourned.
Notice of
meetings adjourned for more than 30 days and for more than an aggregate of 90 days shall be given
as required by
theAct




	8.4





 









 









	8.6 Chairman. The chairman of any meeting of the shareholders shall be the first mentioned of such
of the

following officers as have been appointed, who is a shareholder and who is present at the meeting:




	(a) the Chairman of the Board;




	(b) the Chief Executive Officer;




	(c) any Vice-President (and where more than one Vice-President is present at the
meeting, then the




	priority to act as chairman as between them shall be in die order the seniority of
their office of Vice-

P resident).




	If no such officer is present within 15 minutes from the lime fixed for the holding of the meeting
of the shareholders, the persons present and entitled to vote shall choose one of their number
then present to be chairman of that meeting.




	8.7 Secretary of Meeting. If the Secretary of the Corporation is absent, the chairman of a
meeting of




	shareholders shall appoint some person, who need not be a shareholder or proxy holder, to act as secretary of the
meeting.
8.8 Chairman’s Casting Vote. At any meeting of shareholders every question shall be determined by the




	majority o( the votes cast on the question. In the case of an equality of votes at a meeting of shareholders, the
chairman of the meeting shall not be entitled to a second or casting vote in addition to the vote or votes to which he
may be entitled as a shareholder.
8.9 Chairman’s Declaration. Al any meeting of shareholders, unless a ballot is demanded, a declaration by




	the chairman of the meeting that a resolution has been carried or carried unanimously or by a particular majority
Or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number
or proportion of votes recorded in favour of or against the motion.
8.10 Voting by Ballot. If a ballot is demanded by a shareholder or proxy holder entitled to vote at a




	shareholder’s meeting and the demand is not withdrawn, the ballot upon the motion shall be taken in such manner
as die chairman of the meeting shall direct. Upon a ballot each shareholder who is present in person or represented
by proxy shall be entitled, in respect of the shares which he is entitled to vote at the meeting upon the question, to
that number of votes provided by the Act or the articles. The declaration by the Chairman of the meeting that the
vote upon the question has been carried, or carried unanimously or by a particular majority, or lost or not carried
by a particular majority and an entry in the minutes of the meeting shall be prima facie evidence of the fact without
proof of the number or proportion of votes recorded in favour of or against any resolution or question.
8.11 Scrutineers. The chairman or the secretary at any meeting of the shareholders or the shareholders or




	proxyholders then present may appoint one or more scrutineers, who need not be shareholders or
proxyholders, to

count and report upon the results of the voting which is done by ballot.




	SECTION NINE — NOTICES




	9.1 Notices. In addition to any other method of service permitted by the Act, any notice or
document required by die Act, the regulations, the articles or die By-laws may lie sent to any
person entitled to receive same in the manner set out in the Act for service upon a shareholder or
director and by email or by any means of” telecommunication with respect to which a written record
is made. A notice sent by means of email or telecommunication shall be deemed to have been given
on the business day upon which the written record is made.






 









 









	9.2 Notice to Joint Shareholders. If two or more1 persons hold shares jointly, notice
may be given to one of




	such persons and such notice shall be sufficient notice to all of them.
9.3 Change of Address. The Secretary or Assistant Sec rotary may change or cause to be changed the address




	in the records of the Corporation of any shareholder, director, officer, auditor or member of a committee of the
Hoard in accordance with any information believed by him to be reliable
9.4 Signature on Notice. The signature on any notice to be given by the Corporation may be lithographed,




	written, printed or otherwise mechanically reproduced.
9.5 Proof of Service. A certificate of any officer of the Corporation in office at the time of the making of the




	certificate or of an agent of the Corporation «is to fat Is in relation to the sending of any
notice or document to any
shareholder, director, officer or auditor or publication of any notice or document shall be
conclusive evidence
thereof and shall he binding on every shareholder, director, officer or auditor of the Corporation,
as the case may
be.




	SFCTION TEN — EFEFXT1VE DATE AND AMENDMENT




	111.1 Effective Date. This By-law is effective from the dale of the resolution of the Board
adopting same and shall continue to be effective, unless amended by I he Hoard, unit! the next
meeting of shareholders of the Corporation, whereupon if same is confirmed or confirmed as
amended, this By-law shall continue in effect in the form in which it was so confirmed.




	10.2 Amending By-law. The Board may by resolution amend or repeal this By-taw and such amendment
or repeal shall have force and effect unless rejected by ordinary resolution of the shareholders
entitled to vote at an annual general meeting.






 









 












	LJ.J.&.WJL V^AA




	NEWS RELEASE




	INTEROIL COMPLETES CONTINUANCE FROM NEW BRUNSWICK TO YUKON




	TORONTO — August 28, 2007 — InterOil Corporation (TSX:IOL) (AMEX:IOC) (POMSoX:IOC) today
announced that the Corporation is now domiciled in Yukon Territory, Canada having completed its
continuance from New Brunswick, Canada. The rationale for undertaking the continuance is that the
Business Corporations Act (Yukon Territory) is considered to be more modern and flexible, while at
the same time does not impose any residency restrictions on the Corporation’s directors. The lack
of such restrictions is important given that InterOil’s operations are principally located outside
of Canada, in Papua New Guinea and InterOil may require the appointment of directors who are not
ordinarily resident in Canada.




	The newly adopted by-laws and article of continuance of InterOil are now more typical of
public company articles, in that they do not include restrictions on the issuances of securities
by InterOil or pre-emptive rights granted to PIE Group, LLC or Commodities Trading International
Corporation. Such provisions were included in InterOil’s previous articles.




	The continuance was approved by special resolution at the annual and special meeting of
InterOil’s shareholders held on June 25, 2007.




	COMPANY DESCRIPTION




	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 9 million acres, an oil refinery, and retail and commercial distribution
facilities, all located in Papua New Guinea. During 2006, the company announced a gas and
condensate discovery, completed an optimization program at the refinery, and doubled the
downstream business by acquiring Shell’s distribution assets in Papua New Guinea. In addition,
InterOil is a shareholder in PNG LNG Inc., a Joint Venture with Merrill Lynch Commodities and




	InterOil News Release Page 1 of2






 









 












	Pacific LNG established to construct Papua New Guinea’s first LNG plant on a site adjacent to
InterOil’s refinery in Port Moresby.




	InterOil’s common shares trade on the Toronto Stock Exchange under the symbol IOL in Canadian
dollars and on the American Stock Exchange under the symbol IOC in US dollars. For more
information please see the InterOil website at: www.interoil.com.




	FOR FURTHER INFORMATION
North America            Australasia
——  —
David Larson            Anesti Dermedgoglou
david.larson@interoil.com            anesti@interoil.com
——  —
+1 281 292 1800 +61 7 4046 4600




	CAUTIONARY STATEMENTS




	This news release contains projections and other forward-looking statements within the meaning of
United States and Canadian securities laws. These projections and statements reflect the company’s
current views with respect to future events and financial performance. No assurances can be given,
however, that these events will occur or that these projections will be achieved and actual results
could differ materially from those projected as a result of certain factors. Some of the factors
which could affect our future results and could cause results to differ materially from those
expressed in our forward-looking statements include: the ability of our refinery to operate at full
capacity and to operate profitability; the success of our exploration activities; political, legal
and economic risks related to our operations in Papua New Guinea; our ability to market refinery
output; our dependence on exclusive relationships with our suppliers and customers; our ability to
obtain necessary licenses; our ability to renew our petroleum licenses with the Papua New Guinea
government; adverse weather, explosions, fires, natural disasters and other operating hazards, some
of which may not be insured; the impact of competition; the enforceability of legal rights; the
volatility of prices for crude oil and the volatility of the difference between our purchase price
of oil feedstock and the sales price of our refined products; the uncertainty of our ability to
attract capital; uninsured operations; covenants in our financing and other agreements that may
limit our ability to engage in business activities, raise additional financing or respond to
changes in markets or competition; and the risk factors discussed in our filings with the
Securities and Exchange Commission, including but not limited to those in our Annual Report for the
year ended December 31,2006 on Form 40-F.




	Any forward-looking statement speaks only as of the date on which such statement is made and the
company undertakes no obligation to correct or update any forward-looking statement, whether as a
result of new information, future events or otherwise.




	InterOil currently has no reserves as defined in Canadian National Instrument 51-101 Standards of
Disclosure for Oil and Gas Activities (“NI 51-101”). Any information contained herein regarding
resources are references to undiscovered resources under NI 51-101, whether stated or not.




	InterOil News Release Page 2 of 2