<PAGE>
                                                                               .
                                                                               .
                                                                               .
                                                                     Exhibit 4.1

<TABLE>
<S>                                                  <C>
                   NEW BRUNSWICK                                      NOUVEAU BRUNSWICK
             BUSINESS CORPORATIONS ACT                            LOI SUR LES CORPORATIONS
                                                                        COMMERCIALES

                      FORM 6                                              FORMULE 6

             ARTICLES OF AMALGAMATION                                 STATUTS DE FUSION
                   (SECTION 124)                                        (ARTICLE 124)

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1-   Name of Corporation                             Raison sociale de la corporation

     INTEROIL CORPORATION

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2-   The classes and any maximum number of shares    Les categories et le nombre maximal d'actions que
     that the corporation is authorized to issue     la corporation peut emettre ainsi que le montant
     and any maximum aggregate amount for which      maximal global pour lequel les actions peuvent
     shares may be issued including shares without   etre emises y compris les actions sans valeur au
     par value and/or with par value and the         pair ou avec valeur au pair ou les deux at le
     amount of the par value.                        montant de la valeur au pair.

          See Schedule "A" attached hereto.

-------------------------------------------------------------------------------------------------------
3-   Restrictions if any on share transfers          Restrictions, s'il y en a, au transfert d'actions

          Not Applicable

-------------------------------------------------------------------------------------------------------
4-   Number (or minimum and maximum number) of       Nombre (ou nombre minimum et maximum)
     directors                                       d'administrateurs

          A minimum of four (4) and a maximum of twelve (12) as determined by
     resolution of the board of directors.

-------------------------------------------------------------------------------------------------------
5-   Restrictions, if any, on business the           Restrictions, s'il y en a, a l'activite que peut
     corporation may carry on                        exercer la corporation

          None

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6-   other provisions, if any                        Autres dispositions, s'il y en a.

          See schedule "B" attached hereto

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7-

A  X  The amalgamation has been approved by          A     La fusion a ete approuvee par les
  --- special resolutions of shareholders of each      --- resolutions speciales des actionnaires de de
     of the amalgamating corporations listed in           chacune des corporations fusionnantes
     Item 9 below in accordance with Section 122          mentionnees a l'article 9 cidessous,
     of the BUSINESS CORPORATIONS ACT.                    conformement a l'article 122 de la LOI SUR
                                                          LES CORPORATIONS COMMERCIALES.

B     The amalgamation has been approved by a        B     La fusion a ete approuvee par une
  --- resolution of the directors of each of the       --- resolutions des administrateurs de chacune
     amalgamating corporations listed in Item 9           des corporations fusionnantes mentionnees a
     below in accordance with Section 123 of the          l'article 9 cidesus, conformement a
     BUSINESS CORPORATIONS ACT. These Articles of         l'article 123 de la LOI SUR LES CORPORATIONS
     Amalgamation are the same as the Articles of         COMMERCIALES. Ces statuts de fusion sont les
     Incorporation of (name the designated                memes que les statuts constitutifs de (raison
     amalgamating corporation).                           sociale de la corporation fusionnante
                                                          designee)

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8-   Name of the amalgamating corporation the        8-Raision sociale de la corporation fusionnante
     by-laws of which are to be the by-laws of the   dont les regiements administratifs sont devenus
     amalgamated corporation.                        les reglements administratifs de la corporation
                                                     issue de la fusion.
</TABLE>

          SOUTH PACIFIC INTEROIL LIMITED

<TABLE>
<CAPTION>

9-   Name of Amalgamating Corporations
     Raison Sociale des corporations              Corporation No.                                      Description of Office
     fusionnantes                                N(0) de corporation        Signature         Date           Fonction
---------------------------------------------   --------------------   ------------------   --------   -----------------------
<S>                                             <C>                    <C>                  <C>        <C>


SOUTH PACIFIC INTEROIL LIMITED                         504045          /s/ Paul A. Martin   05/27/97   President
                                                                       ------------------


CYBERMIND GROUP INC.                                   504901          /s/ Illegible        05/27/97   President and Secretary
                                                                       ------------------
</TABLE>

FOR DEPARTMENT USE ONLY                  RESERVE A L'USAGE DU MINISTERE

Corporation No.-Corporation No. - 504900   Filed-Depose
<PAGE>
                              INTEROIL CORPORATION

                 (hereinafter referred to as the "Corporation")

                  THIS IS SCHEDULE "A" TO THE FOREGOING FORM 6
               UNDER THE BUSINESS CORPORATIONS ACT (NEW BRUNSWICK)

          The Corporation is authorized to issue an unlimited number of Common
Shares without par value.

          The rights, privileges, restrictions and conditions attaching to the
Common Shares are as follows:

     (a)  The holders of the Common Shares shall be entitled to vote at all
          meetings of shareholders of the Corporation and shall be entitled to
          one vote at all such meetings in respect of each Common Share held.

     (b)  The holders of the Common Shares shall be entitled to receive any
          dividend declared by the board of directors of the Corporation and to
          receive the remaining property of the Corporation upon the
          liquidation, dissolution or winding-up of the Corporation.
<PAGE>
                              INTEROIL CORPORATION

                 (hereinafter referred to as the "Corporation")

               THIS IS SCHEDULE "B" TO THE FOREGOING FORM 6 UNDER
                  THE BUSINESS CORPORATIONS ACT (NEW BRUNSWICK)

1.   MAINTENANCE OF OFFICE IN CANADA

     The Corporation shall at all times maintain an office in Canada.

2.   ISSUANCE OF SECURITIES

     Until such time as the Exchange Right (as defined below) is accepted by
     shareholders of S.P. InterOil, LDC ("SPI") in respect of an aggregate of
     13,411,650 common shares of SPI (which such shareholders have agreed to do
     by no later than May 29, 2022), the Corporation will not issue (or make any
     agreement or commitment to do so) any shares of the Corporation or
     securities convertible into, exchangeable for, exercisable into or from
     which may be derived shares of the Corporation, other than:

     (a)  pursuant to the exchange right (the "Exchange Right") the Corporation
          has granted to the other shareholders of SPI, pursuant to which such
          other shareholders have the right to exchange the 14,411,650 common
          shares of SPI held by such other shareholders for an equal number of
          common shares of the Corporation;

     (b)  the issue of common shares of the Corporation the net proceeds of
          which are invested in shares of SPI on such terms and conditions as
          may be agreed by the Corporation and SPI;

     (c)  stock options issued pursuant to a stock option plan established by
          the Corporation for employees, directors and officers of the
          Corporation, of SPI and of subsidiaries of SPI, and for other persons
          providing services to any of such corporations, and shares issuable
          upon the exercise of such stock options; or

     (d)  with the prior written consent of Petroleum independent and
          Exploration Corporation, a corporation incorporated under the laws of
          Texas ("PIE Corp.")
<PAGE>
                                       -2-


3.   PLACE OF SHAREHOLDER MEETINGS

     Notwithstanding subsections (1) and (2) of Section 84 of the Business
     Corporations Act, as from time to time in force, meetings of shareholders
     of the Corporation may be held outside New Brunswick at Toronto, Ontario;
     Lubbock, Texas, The Woodlands, Texas; Houston, Texas; or Nassau, Bahamas.

4.   PRE-EMPTIVE RIGHTS

     (a)  Notwithstanding subsection (2) of Section 27 of the Business
          Corporations Act, as from time to time in force, but subject however
          to paragraph (c) below and any rights arising under any unanimous
          shareholders agreements, the holders of equity shares of any class, in
          the case of the proposed issuance by the Corporation of, or the
          proposed granting by the Corporation of rights or options to purchase,
          its equity shares of any class of any shares or other securities
          convertible into or carrying rights or options to purchase its equity
          shares of any class, shall not as such, even if the issuance of the
          equity shares proposed to be issued or issuable upon exercise of such
          rights or options or upon conversion of such other securities would
          adversely affect the unlimited dividend rights of such holders, have
          the pre-emptive right as provided by Section 27 of the Business
          Corporations Act to purchase such shares or other securities.

     (b)  Notwithstanding subsection (3) of Section 27 of the Business
          Corporations Act, as from time to time in force, but subject however
          to paragraph (c) below and any rights arising under any unanimous
          shareholders agreements, the holders of voting shares of any class, in
          case of the proposed issuance by the Corporation of, or the proposed
          granting by the Corporation of rights or options to purchase, its
          voting shares of any class or any shares or options to purchase its
          voting shares of any class, shall not as such, even if the issuance of
          the voting shares proposed to be issued or issuable upon exercise of
          such rights or options or upon conversion of such other securities
          would adversely affect the voting rights of such holders, have the
          pre-emptive right as provided by Section 27 of the Business
          Corporations Act to purchase such shares or other securities.

     (c)  For so long as PIE Group, LLC ("PIE Group") or Commodities Trading
          International Corporation ("CTI") or any person who is a shareholder
          or unitholder thereof on the date hereof who subsequently acquires
          common shares of SPI from PIE Group or CTI (collectively, the "SPI
          Shareholders") holds any common shares of SPI, or any voting or
          participating shares of the Corporation or any securities which are
          convertible into, exchangeable for, exercisable for or from which may
          be derived voting or participating shares of the Corporation
          (collectively, the "Specified Securities"), the Corporation may only
          issue Specified
<PAGE>
                                       -3-


          Securities if it simultaneously offers each of the SPI Shareholders
          the opportunity to purchase such number of Specified Securities at the
          same price and on the same terms as is being offered to other
          purchasers as will allow each SPI Shareholder to maintain its pro rata
          voting and participating share ownership of the Corporation as it is
          immediately prior to such issue. For the purposes of this paragraph 4
          (c), "pro rata" means (i) pro rata in relation to the shareholding of
          each SPI Shareholder in the Corporation, after giving effect to all
          shares in the Corporation held by or contingently issuable as a result
          of the Exchange Right to each SPI Shareholder, and (ii) on a basis
          which is fully diluted, after giving effect to the issue of Specified
          Securities in question, and to the conversion, exchange or exercise of
          all such securities. This paragraph 4(c) shall not apply on the issue
          of securities described in paragraphs 2(a), (c) or (d) above.

5.   FINANCIAL ASSISTANCE

     The Corporation may, directly or indirectly, give financial assistance by
     means of a loan, guarantee or otherwise to S.P. InterOil, LDC and any
     subsidiary (as defined in the Business Corporations Act) thereof whether or
     not:

     (a)  the Corporation is, or after giving the financial assistance would be,
          unable to pay its liabilities as they become due; or

     (b)  the realizable value of the Corporation's assets, excluding the amount
          of any financial assistance in the form of a loan or in the form of
          assets pledged or encumbered to secure a guarantee, after giving the
          financial assistance, would be less than the aggregate of the
          Corporation's liabilities and stated capital of all classes.

6.   BORROWING AUTHORITY

     The directors of the Corporation may from time to time, in such amounts and
     on such terms as deemed expedient:

     (a)  borrow money upon the credit of the Corporation;

     (b)  issue, reissue, sell or pledge debt obligations of the Corporation;
          and

     (c)  mortgage, hypothecate, charge or pledge all or any of the currently
          owned or subsequently acquired real or personal, moveable or immovable
          property of the Corporation including book debts, rights, powers,
          franchises and undertakings of the Corporation, to secure any debt
          obligations or any money borrowed, or any other debt or liability of
          the Corporation.
<PAGE>
                                       -4-


     The foregoing powers may be delegated by the directors to such officers or
     directors of the Corporation to such extent and in such manner as
     determined by the directors from time to time.

     Nothing in this clause limits or restricts the borrowing of money by the
     Corporation on bills of exchange or promissory notes made, drawn, accepted
     or endorsed by or on behalf of the Corporation.

7.   CUMULATIVE VOTING RIGHTS

     Subject to applicable law, shareholders entitled to vote at an election of
     directors of the Corporation shall not have cumulative voting rights and
     each such shareholder has the right to cast a number of votes equal to the
     number of votes attached to the shares held by such shareholder.
<PAGE>
================================================================================

                          (NEW NOUVEAU BRUNSWICK LOGO)

<TABLE>
<S>                                        <C>
           CANADA                                          CANADA
 PROVINCE OF NEW BRUNSWICK                     PROVINCE DU NOUVEAU-BRUNSWICK
 BUSINESS CORPORATIONS ACT                 LOI SUR LES CORPORATIONS COMMERCIALES
CERTIFICATE OF AMALGAMATION                         CERTIFICAT DE FUSION
       (SECTION 124)                                   (ARTICLE 124)
</TABLE>

                              INTEROIL CORPORATION
             Name of Corporation / Raison sociale de la corporation

                                     504900
                  Corporation Number / Numero de la corporation

     I HEREBY CERTIFY that the above-mentioned corporation resulted from the
     amalgamation of the following

     JE CERTIFIE que la corporation mentionnee ci-dessus provient de la fusion
     des corporations suivantes, en vertu de la

corporations under the Business Corporations Act, as set out in the attached
Articles of Amalgamation.

Loi sur les corporations commerciales, de la facon indiquee dans les statuts de
fusion ci-joints.


Director                                      Date of Amalgamation May 29, 1997
Directeur /s/ Illegible                       Date de fusion
          ---------------------------------                  -------------------

================================================================================