Exhibit 2



|InterOil Corporation
        Consolidated Financial Statements
        (Expressed in United States dollars)
        
        Years ended December 31, 2014, 2013 and 2012 | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 











|InterOil Corporation
        Consolidated Financial Statements
        (Expressed in United States dollars) | 
|----------------------------------------------------------------------------------------------------------- | 



Table of contents



|Management's Report                                     | 3 
|------------------------------------------------------- | --
|                                                        |   
|Report of Independent Registered Public Accounting Firm | 4 
|                                                        |   
|Consolidated Balance Sheets                             | 5 
|                                                        |   
|Consolidated Income Statements                          | 6 
|                                                        |   
|Consolidated Statements of Comprehensive Income         | 7 
|                                                        |   
|Consolidated Statements of Changes in Equity            | 8 
|                                                        |   
|Consolidated Statements of Cash Flows                   | 9 
|                                                        |   
|Notes to the Consolidated Financial Statements          | 10



Consolidated Financial Statements  INTEROIL CORPORATION2









|InterOil Corporation
        Consolidated Financial Statements
        (Expressed in United States dollars) | 
|----------------------------------------------------------------------------------------------------------- | 



MANAGEMENT’S REPORT



The management of InterOil Corporation
is responsible for the financial information and operating data presented in this Annual Report.



The consolidated financial statements
have been prepared by management in accordance with International Financial Reporting Standards. When alternative accounting methods
exist, management has chosen those it deems most appropriate in the circumstances. Financial statements are not precise as they
include certain amounts based on estimates and judgments. Management has determined such amounts on a reasonable basis in order
to ensure that the financial statements are presented fairly, in all material respects. Financial information presented elsewhere
in this Annual Report has been prepared on a basis consistent with that in the consolidated financial statements.



InterOil Corporation maintains systems
of internal accounting and administrative controls. These systems are designed to provide reasonable assurance that the financial
information is relevant, reliable and accurate and that the Company’s assets are properly accounted for and adequately safeguarded.



The Company’s management is responsible
for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act). The Company’s internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with International Financial Reporting Standards.



Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Additionally, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of a change in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.



Management, with the participation of
the Company’s Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal
control over financial reporting as of December 31, 2014, using the criteria set forth in the framework established by the Committee
of Sponsoring Organizations of the Treadway Commission entitled Internal Controls — Integrated Framework (2013). Based on
this assessment, the Company’s management determined that the Company’s internal control over financial reporting
was effective as of December 31, 2014.



The effectiveness of the Company’s
internal control over financial reporting as at December 31, 2014 has been audited by PricewaterhouseCoopers, Chartered Accountants,
as stated in their report which is located on page 4 of InterOil Corporation’s 2014 Annual Financial Statements.



The Audit Committee, appointed by the
Board of Directors, is composed of independent non-management directors. The Committee meets regularly with management, as well
as the independent auditors, to discuss auditing, internal controls, accounting policy and financial reporting matters. The Committee
reviews the annual consolidated financial statements with both management and the independent auditors and reports its findings
to the Board of Directors before such statements are approved by the Board of Directors.



The 2014 consolidated financial statements
have been audited by PricewaterhouseCoopers, the independent auditors, in accordance with auditing standards issued by the Public
Company Accounting Oversight Board, on behalf of the shareholders. PricewaterhouseCoopers has full and free access to the Audit
Committee.





|/s/ Michael Hession     |  | /s/ Donald Spector     
|----------------------- |  | -----------------------
|Michael Hession         |  | Donald Spector         
|Chief Executive Officer |  | Chief Financial Officer





Consolidated Financial Statements  INTEROIL CORPORATION3









|InterOil Corporation
        Consolidated Financial Statements
        (Expressed in United States dollars) | 
|----------------------------------------------------------------------------------------------------------- | 



Report of Independent Registered Public Accounting Firm



To the Shareholders of InterOil Corporation



We have audited the accompanying consolidated
financial statements of InterOil Corporation and its subsidiaries, which comprise the Consolidated Balance Sheets as at December
31, 2014, December 31, 2013, and December 31, 2012, and the Consolidated Income Statements, Consolidated Statements of Comprehensive
Income, Consolidated Statements of Changes in Equity and Consolidated Statements of Cash Flows for the years then ended, and the
related notes, which comprise a summary of significant accounting policies and other explanatory information.



We have also audited InterOil Corporation’s
and its subsidiaries’ internal control over financial reporting as at December 31, 2014, based on criteria established in
Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). Management is responsible for these consolidated financial statements, for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management’s Report. Our responsibility is to express an opinion on these consolidated financial statements
and an opinion on the company’s internal control over financial reporting based on our integrated audits.



We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement
and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated
financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated
financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the
overall consolidated financial statement presentation. Our audit of internal control over financial reporting included obtaining
an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included
performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable
basis for our opinions.



A company’s internal control over
financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s
internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



In our opinion, the consolidated financial
statements referred to above present fairly, in all material respects, the financial position of InterOil and its subsidiaries
as of December 31, 2014, December 31, 2013 and December 31, 2012 and the results of their operations and their cash flows for
the years then ended in conformity with International Financial Reporting Standards as issued by the International Accounting
Standards Board. Also, in our opinion, InterOil and its subsidiaries maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2014, based on criteria established in Internal Control - Integrated Framework
(2013) issued by COSO.





|/s/ PricewaterhouseCoopers | 
|-------------------------- | 
|PricewaterhouseCoopers     | 
|Chartered Accountants      | 
|Sydney, Australia          | 
|March 17, 2015             | 



Consolidated Financial Statements  INTEROIL CORPORATION4







|InterOil Corporation
        Consolidated Balance Sheets
        (Expressed in United States dollars) | 
|----------------------------------------------------------------------------------------------------- | 



|                                                              |  | As at        |              
|------------------------------------------------------------- |  | ------------ | -------------
|                                                              |  | December 31, |              
|                                                              |  | 2014         |              
|                                                              |  | $            |              
|                                                              |  |              |              
|Assets                                                        |  |              |              
|Current assets:                                               |  |              |              
|Cash and cash equivalents (note 5)                            |  |              | 393,405,198  
|Cash restricted (note 7)                                      |  |              | 7,959,859    
|Trade and other receivables (note 8)                          |  |              | 566,362,745  
|Derivative financial instruments (note 4)                     |  |              | -            
|Other current assets                                          |  |              | 2,742,316    
|Inventories (note 4)                                          |  |              | -            
|Prepaid expenses                                              |  |              | 2,312,626    
|Total current assets                                          |  |              | 972,782,744  
|Non-current assets:                                           |  |              |              
|Cash restricted (note 7)                                      |  |              | 341,274      
|Plant and equipment (note 9)                                  |  |              | 12,263,365   
|Exploration and evaluation assets (note 10)                   |  |              | 325,041,973  
|Deferred tax assets (note 11)                                 |  |              | -            
|Other non-current receivables (note 15)                       |  |              | 29,700,534   
|Investments accounted for using the equity method (note 23)   |  |              | -            
|Available-for-sale investments                                |  |              | -            
|Total non-current assets                                      |  |              | 367,347,146  
|Total assets                                                  |  |              | 1,340,129,890
|Liabilities and shareholders' equity                          |  |              |              
|Current liabilities:                                          |  |              |              
|Trade and other payables (note 12)                            |  |              | 139,716,105  
|Income tax payable                                            |  |              | 1,809,742    
|Derivative financial instruments (note 4)                     |  |              | -            
|Working capital facilities (note 4)                           |  |              | -            
|Unsecured loan and current portion of secured loans (note 13) |  |              | -            
|Current portion of indirect participation interest (note 14)  |  |              | 7,449,409    
|2.75% convertible notes liability (note 17)                   |  |              | 66,501,994   
|Total current liabilities                                     |  |              | 215,477,250  
|Non-current liabilities:                                      |  |              |              
|Secured loans (note 13)                                       |  |              | -            
|2.75% convertible notes liability (note 17)                   |  |              | -            
|Deferred gain on contributions to LNG project                 |  |              | -            
|Indirect participation interest (note 14)                     |  |              | -            
|Other non-current liabilities (note 15)                       |  |              | 96,000,000   
|Asset retirement obligations (note 4)                         |  |              | -            
|Total non-current liabilities                                 |  |              | 96,000,000   
|Total liabilities                                             |  |              | 311,477,250  
|Equity:                                                       |  |              |              
|Equity attributable to owners of InterOil Corporation:        |  |              |              
|Share capital (note 16)                                       |  |              | 991,693,780  
|Authorized - unlimited                                        |  |              |              
|Issued and outstanding - 49,414,801                           |  |              |              
|(Dec 31, 2013 - 49,217,242)                                   |  |              |              
|(Dec 31, 2012 - 48,607,398)                                   |  |              |              
|2.75% convertible notes (note 17)                             |  |              | 14,297,627   
|Contributed surplus                                           |  |              | 18,270,837   
|Accumulated Other Comprehensive Income                        |  |              | -            
|Conversion options (note 14)                                  |  |              | -            
|Accumulated earnings/(deficit)                                |  |              | 4,390,396    
|Total equity attributable to owners of InterOil Corporation   |  |              | 1,028,652,640
|Total liabilities and equity                                  |  |              | 1,340,129,890



See accompanying notes to the consolidated financial statements



Consolidated Financial Statements  INTEROIL CORPORATION5







|InterOilCorporation
        Consolidated Income Statements
        (Expressed in United States dollars) | 
|------------------------------------------------------------------------------------------------------- | 



|                                                                                                                                         |  | Year ended   |            
|---------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | -----------
|                                                                                                                                         |  | December 31, |            
|                                                                                                                                         |  | 2014         |            
|                                                                                                                                         |  | $            |            
|                                                                                                                                         |  |              |            
|Revenue                                                                                                                                  |  |              |            
|Interest (note 19)                                                                                                                       |  |              | 1,990,941  
|Other                                                                                                                                    |  |              | 11,167,960 
|                                                                                                                                         |  |              | 13,158,901 
|                                                                                                                                         |  |              |            
|Administrative and general expenses                                                                                                      |  |              | (39,244,509
|Derivative (losses)/gains                                                                                                                |  |              | -          
|Legal and professional fees                                                                                                              |  |              | (14,090,903
|Exploration costs, excluding exploration impairment (note 10)                                                                            |  |              | (34,529,478
|Finance costs (note 20)                                                                                                                  |  |              | (29,987,061
|Depreciation and amortization                                                                                                            |  |              | (3,628,158 
|Gain on conveyance of exploration and evaluation assets (note 10)                                                                        |  |              | 340,540,011
|Gain on available-for-sale investment                                                                                                    |  |              | -          
|Foreign exchange gains/(losses)                                                                                                          |  |              | 4,420,795  
|Share of net (loss)/profit of joint venture partnership
    accounted for using the equity method (note 23)                              |  |              | (17,557,838
|                                                                                                                                         |  |              | 205,922,859
|Profit/(loss) from continuing operations before income taxes                                                                             |  |              | 219,081,760
|                                                                                                                                         |  |              |            
|Income taxes                                                                                                                             |  |              |            
|Current tax expense (note 11)                                                                                                            |  |              | (562,024   
|Deferred tax (expense)/benefit (note 11)                                                                                                 |  |              | (557,406   
|                                                                                                                                         |  |              | (1,119,430 
|                                                                                                                                         |  |              |            
|Profit/(loss) for the year from continuing operations                                                                                    |  |              | 217,962,330
|                                                                                                                                         |  |              |            
|Profit for the year from discontinued operations, net of tax (attibutable
    to owners of InterOil Corporation) (note 4)                |  |              | 71,802,969 
|Profit/(loss) for the year                                                                                                               |  |              | 289,765,299
|                                                                                                                                         |  |              |            
|Profit/(loss) is attributable to:                                                                                                        |  |              |            
|Owners of InterOil Corporation                                                                                                           |  |              | 289,765,299
|                                                                                                                                         |  |              | 289,765,299
|                                                                                                                                         |  |              |            
|Earnings/(loss) per share from continuing and discontinued operations attributable
    to owners of InterOil Corporation during the year |  |              |            
|Basic earnings/(loss) per share                                                                                                          |  |              |            
|From continuing operations                                                                                                               |  |              | 4.39       
|From discontinued operations                                                                                                             |  |              | 1.45       
|From profit/(loss) for the year                                                                                                          |  |              | 5.84       
|Diluted earnings/(loss) per share                                                                                                        |  |              |            
|From continuing operations                                                                                                               |  |              | 4.38       
|From discontinued operations                                                                                                             |  |              | 1.44       
|From profit/(loss) for the year                                                                                                          |  |              | 5.82       
|Weighted average number of common shares outstanding                                                                                     |  |              |            
|Basic (Expressed in number of common shares)                                                                                             |  |              | 49,619,048 
|Diluted (Expressed in number of common shares)                                                                                           |  |              | 49,728,216 



See accompanying notes to the consolidated financial statements



Consolidated Financial Statements  INTEROIL CORPORATION6







|InterOil Corporation
        Consolidated Statements of Comprehensive Income
        (Expressed in United States dollars) | 
|------------------------------------------------------------------------------------------------------------------------- | 



|                                                                                     |  | Year ended   |            
|------------------------------------------------------------------------------------ |  | ------------ | -----------
|                                                                                     |  | December 31, |            
|                                                                                     |  | 2014         |            
|                                                                                     |  | $            |            
|                                                                                     |  |              |            
|Profit/(loss) for the year                                                           |  |              | 289,765,299
|                                                                                     |  |              |            
|Other comprehensive loss:                                                            |  |              |            
|Items that may be reclassified to profit or loss:                                    |  |              |            
|Exchange loss on translation of foreign operations, net of tax                       |  |              | (3,141,715 
|Reclassification of exchange gains on previously held foreign operations, net of tax |  |              | (1,400,198 
|(Loss)/profit on available-for-sale financial assets, net of tax                     |  |              | -          
|Other comprehensive loss for the year, net of tax                                    |  |              | (4,541,913 
|Total comprehensive income/(loss) for the year                                       |  |              | 285,223,386
|                                                                                     |  |              |            
|Total comprehensive income/(loss) for the year is attributable to:                   |  |              |            
|Owners of InterOil Corporation                                                       |  |              | 285,223,386
|                                                                                     |  |              | 285,223,386



See accompanying notes to the consolidated financial statements



Consolidated Financial Statements  INTEROIL CORPORATION7







|InterOil Corporation
        Consolidated Statements of Changes in Equity
        (Expressed in United States dollars) | 
|---------------------------------------------------------------------------------------------------------------------- | 



|                                                                                                        |  | Year ended   |              
|------------------------------------------------------------------------------------------------------- |  | ------------ | -------------
|                                                                                                        |  | December 31, |              
|                                                                                                        |  | 2014         |              
|Transactions with owners as owners:                                                                     |  | $            |              
|Share capital                                                                                           |  |              |              
|At beginning of year                                                                                    |  |              | 953,882,273  
|Issue of capital stock (note 16)                                                                        |  |              | 52,432,299   
|Share buyback (note 16)                                                                                 |  |              | (14,620,792  
|At end of year                                                                                          |  |              | 991,693,780  
|2.75% convertible notes                                                                                 |  |              |              
|At beginning of year                                                                                    |  |              | 14,297,627   
|Conversion of convertible notes during the year (note
    17)                                           |  |              | -            
|At end of year                                                                                          |  |              | 14,297,627   
|Contributed surplus                                                                                     |  |              |              
|At beginning of year                                                                                    |  |              | 26,418,658   
|Fair value of options and restricted stock transferred to share capital                                 |  |              | (9,732,565   
|Stock compensation expense                                                                              |  |              | 9,662,402    
|Gain on conversion of 2.75% convertible notes                                                           |  |              | -            
|Share buyback (note 16)                                                                                 |  |              | (8,077,658   
|Waiver of all remaining IPI conversion options (note
    14)                                            |  |              | -            
|At end of year                                                                                          |  |              | 18,270,837   
|Accumulated Other Comprehensive Income                                                                  |  |              |              
|Foreign currency translation reserve                                                                    |  |              |              
|At beginning of year                                                                                    |  |              | 4,541,913    
|Foreign currency translation movement for the year, net of tax                                          |  |              | (3,141,715   
|Reclassification of exchange gains on previously held
    foreign operations, net of tax                |  |              | (1,400,198   
|Foreign currency translation reserve at end of year                                                     |  |              | -            
|Gain/(loss) on available-for-sale
    financial assets                                                  |  |              |              
|At beginning of year                                                                                    |  |              | -            
|Loss on available-for-sale financial assets as a result of foreign currency
    translation, net of tax |  |              | -            
|Loss on revaluation of available-for-sale financial assets, net of tax                                  |  |              | -            
|Gain on disposal of available-for-sale financial assets,
    net of tax                                 |  |              | -            
|Loss on available-for-sale financial assets at end
    of year                                          |  |              | -            
|Accumulated other comprehensive income at end of year                                                   |  |              | -            
|Conversion options                                                                                      |  |              |              
|At beginning of year                                                                                    |  |              | -            
|Transfer of balance to contributed surplus (note 14)                                                    |  |              | -            
|At end of year                                                                                          |  |              | -            
|Accumulated earnings/(deficit)                                                                          |  |              |              
|At beginning of year                                                                                    |  |              | (266,319,459 
|Net profit/(loss) for the year                                                                          |  |              | 289,765,299  
|Share buyback (note 16)                                                                                 |  |              | (19,055,444  
|At end of year                                                                                          |  |              | 4,390,396    
|Total InterOil Corporation shareholders' equity at
    end of year                                      |  |              | 1,028,652,640



See accompanying notes to the consolidated financial statements



Consolidated Financial Statements  INTEROIL CORPORATION8







|InterOilCorporation
        Consolidated Statements of Cash Flows
        (Expressed in United States dollars) | 
|-------------------------------------------------------------------------------------------------------------- | 



|                                                                                                                                                     |  | Year ended   |             
|---------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------------
|                                                                                                                                                     |  | December 31, |             
|                                                                                                                                                     |  | 2014         |             
|                                                                                                                                                     |  | $            |             
|                                                                                                                                                     |  |              |             
|Cash flows generated from (used in):                                                                                                                 |  |              |             
|                                                                                                                                                     |  |              |             
|Operating activities                                                                                                                                 |  |              |             
|Net profit/(loss) for the year                                                                                                                       |  |              | 289,765,299 
|Adjustments for non-cash and non-operating transactions                                                                                              |  |              |             
|Depreciation and amortization                                                                                                                        |  |              | 12,273,860  
|Deferred tax                                                                                                                                         |  |              | 1,876,959   
|Loss on disposal of plant and equipment                                                                                                              |  |              | 620,155     
|Gain on conveyance of exploration assets (note 10)                                                                                                   |  |              | (340,540,011
|Gain on sale of subsidiaries (note 4)                                                                                                                |  |              | (49,537,443 
|Accretion of convertible notes liability                                                                                                             |  |              | 3,839,366   
|Amortization of deferred financing costs                                                                                                             |  |              | 8,323,575   
|Timing difference between derivatives recognized and settled                                                                                         |  |              | 373,697     
|Stock compensation expense, including restricted stock                                                                                               |  |              | 9,662,402   
|Inventory write down                                                                                                                                 |  |              | 3,947,006   
|Accretion of asset retirement obligation liability                                                                                                   |  |              | 192,282     
|Accretion of receivable from Total S.A. (note 8)                                                                                                     |  |              | (24,826,440 
|Adjustment to carrying amount of receivable from
    Total S.A. (note 8)                                                                             |  |              | 24,206,783  
|Accounts receivable provision and write down                                                                                                         |  |              | 1,709,139   
|Non-cash settlement on PNGEI buyback                                                                                                                 |  |              | -           
|Gain on conversion of convertible notes                                                                                                              |  |              | -           
|Gain on Flex LNG investment                                                                                                                          |  |              | -           
|Share of net loss/(profit) of joint venture partnership
    accounted for using the equity method (note 23)                                          |  |              | 17,557,838  
|Unrealized foreign exchange gain                                                                                                                     |  |              | (1,403,197  
|Change in operating working capital                                                                                                                  |  |              |             
|Increase in trade and other receivables                                                                                                              |  |              | (65,585,657 
|Decrease/(increase) in other current assets and prepaid expenses                                                                                     |  |              | 483,658     
|Decrease/(increase) in inventories                                                                                                                   |  |              | 8,275,985   
|Increase in trade and other payables                                                                                                                 |  |              | 17,579,089  
|Net cash (used in)/generated from
    operating activities                                                                                           |  |              | (81,205,655 
|                                                                                                                                                     |  |              |             
|Investing activities                                                                                                                                 |  |              |             
|Expenditure on oil and gas properties                                                                                                                |  |              | (457,393,642
|Proceeds from joint venture cash calls                                                                                                               |  |              | 129,633,143 
|Expenditure on plant and equipment                                                                                                                   |  |              | (11,674,329 
|Proceeds from Total for interest in PRL 15 (note 10)                                                                                                 |  |              | 401,338,497 
|Proceeds from Pacific Rubiales Energy (conveyance
    accounted portion)                                                                             |  |              | -           
|Maturity of short term treasury bills                                                                                                                |  |              | -           
|Proceeds from disposal of Flex LNG Ltd shares,
    net of transaction costs                                                                          |  |              | -           
|Decrease/(increase) in restricted cash held as security on borrowings                                                                                |  |              | 44,913,411  
|Proceeds from sale of subsidiaries, net of transaction
    costs, settlement of intercompany debt and cash and cash equivalents disposed of (note 4) |  |              | 427,985,105 
|Change in non-operating working
    capital                                                                                                          |  |              |             
|Decrease in trade and other receivables                                                                                                              |  |              | -           
|Increase/(decrease) in trade and other payables                                                                                                      |  |              | 105,334,004 
|Net cash generated from/(used in)
    investing activities                                                                                           |  |              | 640,136,189 
|                                                                                                                                                     |  |              |             
|Financing activities                                                                                                                                 |  |              |             
|Repayments of OPIC secured loan                                                                                                                      |  |              | -           
|(Repayments to)/proceeds from Mitsui for Condensate
    Stripping Plant                                                                              |  |              | -           
|Proceeds from Westpac secured loan                                                                                                                   |  |              | -           
|Repayments of Westpac secured loan                                                                                                                   |  |              | -           
|Proceeds from drawdown of BSP and Westpac secured
    facility,net of transaction costs                                                              |  |              | -           
|Repayments of BSP and Westpac secured facility                                                                                                       |  |              | (24,780,077 
|Proceeds from drawdown of Credit Suisse secured
    facility, net of transaction costs                                                               |  |              | 50,000,000  
|Repayment of Credit Suisse secured facility                                                                                                          |  |              | (150,000,000
|Proceeds from Pacific Rubiales Energy for interest in PPL237                                                                                         |  |              | -           
|Proceeds from/(repayments of) working capital facility                                                                                               |  |              | 20,855,406  
|(Repayments of)/proceeds from ANZ, BSP & BNP syndicated loan                                                                                         |  |              | (84,000,000 
|Proceeds from issue of common shares, net of transaction costs                                                                                       |  |              | 2,186,690   
|Payment on share buyback                                                                                                                             |  |              | (41,753,894 
|Payment on conversion of convertible notes                                                                                                           |  |              | -           
|Net cash (used in)/generated from
    financing activities                                                                                           |  |              | (227,491,875
|                                                                                                                                                     |  |              |             
|Increase/(decrease) in cash and cash equivalents                                                                                                     |  |              | 331,438,659 
|Cash and cash equivalents, beginning of year                                                                                                         |  |              | 61,966,539  
|Exchange losses on cash and cash equivalents                                                                                                         |  |              | -           
|Cash and cash equivalents, end of year                                                                                                               |  |              | 393,405,198 
|Comprising of:                                                                                                                                       |  |              |             
|Cash on Deposit                                                                                                                                      |  |              | 61,073,191  
|Short Term Deposits                                                                                                                                  |  |              | 332,332,007 
|Total cash and cash equivalents, end of year                                                                                                         |  |              | 393,405,198 



See accompanying notes to the consolidated financial statements



Consolidated Financial Statements  INTEROIL CORPORATION9







|InterOil Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|-------------------------------------------------------------------------------------------------------------------- | 



| | 1. | General information
| | -- | -------------------



InterOil Corporation (the "Company"
or "InterOil") is a publicly traded, oil and gas exploration and production company operating in Papua New Guinea (“PNG”).
The Company is incorporated and domiciled in Canada and was continued under the Business Corporations Act (Yukon Territory)
on August 24, 2007. The address of its registered office is 300-204 Black Street, Whitehorse, Yukon, Canada.



These consolidated financial statements
were approved by the Directors for issue on March 12, 2015. The boards of directors have the power to amend and reissue the financial
report.



Discontinued Operations

Management had previously organized the
Company’s operations into four major segments - Upstream, Midstream, Downstream and Corporate. Upstream included exploration,
appraisal and development of hydrocarbon structures in PNG. Midstream consisted of both Midstream Refining and Midstream Liquefaction.
Midstream Refining included production of refined petroleum products at Napa Napa in Port Moresby, PNG, for the domestic market
and export markets, and Midstream Liquefaction included the work being undertaken to develop, in joint venture as a non-operator,
liquefaction and associated facilities in PNG for the export of liquefied natural gas. The Downstream segment marketed and distributed
refined products domestically in PNG on a wholesale and retail basis. The Corporate segment provided support to our other business
segments through business development and improvement activities, general services, administration, human resources, executive
management, financing and treasury, government affairs and investor relations. This segment also managed our shipping business,
which operated two vessels that transport petroleum products for the Downstream segment and external customers, both within PNG
and for export in the South Pacific region.



On June 30, 2014, the Company entered
into share sale and purchase agreements with Puma Energy Pacific Holdings Pte Ltd (“Puma”) for the sale of InterOil
subsidiaries that held the oil refinery and petroleum products distribution businesses, which were previously included within
the Midstream Refining and Downstream segments, respectively. As a result of the transaction, as of June 30, 2014, the Company’s
operations no longer include the Midstream Refining or Downstream segment and these business have been classified as discontinued
operations in these consolidated financial statements. In addition, the shipping business which was previously included within
the Corporate segment has also been classified as a discontinued operation in these consolidated financial statements as the activities
previously being carried out by that business have been transferred to Puma with the sale of the refining and distribution businesses.
Refer to note 4 for further information on the sale of the oil refinery and petroleum products distribution businesses. At December
31, 2014, no additional discontinued operations have been recognized.



| | 2. | Significant accounting policies
| | -- | -------------------------------



The principal accounting policies applied
in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied
to all the years presented, unless otherwise stated.



| | (a) | Basis of preparation
| | --- | --------------------



The consolidated financial statements
of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued
by the IASB. The consolidated financial statements for the year ended December 31, 2014 have been prepared under the historical
cost convention, except for derivative financial instruments and available-for-sale investments which are measured at fair value.



The preparation of financial statements
requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process
of applying the Company’s accounting policies. Estimates and judgments are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom
equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment
to the carrying amounts of assets and liabilities within the next financial year are addressed below.



| | - | Convertible
                                         notes:The convertible notes are assessed based on the substance of the contractual
                                         arrangement in determining whether it exhibits the fundamental characteristic of a financial
                                         liability or equity. Management has assessed that the note instrument mainly exhibits
                                         characteristics that are liability in nature, however, the embedded conversion feature
                                         is equity in nature and needs to be bifurcated and disclosed separately within equity.
                                         Management valued the liability component first and assigned the residual value to the
                                         equity component. Management fair valued the liability component by deducting the premium
                                         paid by holders specifically for the conversion feature. The conversion price of $95.625
                                         per share includes a premium of 27.5% to the issue price of the concurrent common shares
                                         offering of $75 per share. Therefore, the $70,000,000 total issue represents 127.5% of
                                         the liability portion.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Consolidated Financial Statements  INTEROIL CORPORATION10







|InterOil Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|-------------------------------------------------------------------------------------------------------------------- | 



| | 2. | Significant accounting policies
                                         (cont’d)
| | -- | ---------------------------------------------------------------------------------



| | - | Environmental
                                         remediation:Remediation costs are accrued based on estimates of known environmental
                                         remediation exposure. Ongoing environmental compliance costs, including maintenance and
                                         monitoring costs, are expensed as incurred. Provisions are determined on an assessment
                                         of current costs, current legal requirements and current technology. Changes in estimates
                                         are dealt with on a prospective basis. The Company currently does not have any amounts
                                         accrued for environmental remediation obligations as current legislation does not require
                                         it. Future legislative action and regulatory initiatives could result in changes to the
                                         Company’s operating permits which may result in increased capital expenditures
                                         and operating costs.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Share-based
                                         payments:The fair value of stock options at grant date is determined using a
                                         Black-Scholes option pricing model that takes into account the exercise price, the terms
                                         of the option, the vesting criteria, the share price at grant date, expected price volatility
                                         of the underlying share, the expected yield and risk-free interest rate for the term
                                         of the option. Upon exercise of options, the balance of the contributed surplus relating
                                         to those options is transferred to share capital. The fair value of restricted stock
                                         on grant date is the market value of the stock. The Company uses the fair value based
                                         method to account for employee stock based compensation benefits. Under the fair value
                                         based method, compensation expense is measured at fair value at the date of grant and
                                         is expensed over the award's vesting period. The Company has not used a forfeiture rate
                                         as the assumption is for a 100% vesting of the granted options, however, if the options
                                         are forfeited prior to vesting, then any amounts expensed in relation to those forfeited
                                         shares are reversed.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Exploration
                                         and evaluation assets:The Company uses the successful-efforts method to account
                                         for its oil and gas exploration and development activities. Under this method, costs
                                         are accumulated on a field-by-field basis with certain exploratory expenditures and exploratory
                                         dry holes being expensed as incurred. The Company continues to carry as an asset the
                                         cost of drilling exploratory wells if the required capital expenditure is made and drilling
                                         of additional exploratory wells is underway or firmly planned for the near future, or
                                         when exploration and evaluation activities have not yet reached a stage to allow reasonable
                                         assessment regarding the existence of economical reserves. Capitalized costs for producing
                                         wells will be subject to depletion using the units-of-production method. Geological and
                                         geophysical costs are expensed as incurred. If the Company’s plans change or the
                                         Company adjusts the estimates in future periods, a reduction in the Company’s exploration
                                         and evaluation assets will result in a corresponding increase in the amount of our exploration
                                         expenses.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
conveyance accounting for the share sale agreement (“Total SSA”) with Total S.A. (“Total”) has been accounted
for in the year ended December 31, 2014. This recognized the interim resource certification payments expected in addition to the
completion payment that was received from Total during the year. The interim resource certifications were estimated based on a
certification provided by Gaffney Cline & Associates (“GCA”), which certified a best case scenario of 7.1 trillion
standard cubic feet equivalent (“Tcfe”) of natural gas in the Elk and Antelope fields. GCA is a recognized certifier
under the Total SSA. The interim resource certification under the Total SSA will vary post the completion of up to three appraisal
wells that will be drilled within Elk and Antelope fields prior to the certification.



| | - | Impairment
                                         of Long-Lived Assets:The Company is required to review the carrying value of
                                         all property, plant and equipment, including the carrying value of exploration and evaluation
                                         assets, and goodwill for potential impairment. The Company tests long-lived assets for
                                         recoverability whenever events or changes in circumstances indicate that its carrying
                                         amount may not be recoverable by the future discounted cash flows. Due to the significant
                                         subjectivity of the assumptions used to test for recoverability and to determine fair
                                         value, changes in market conditions could result in significant impairment charges in
                                         the future, thus affecting the Company’s earnings. The Company’s impairment
                                         evaluations are based on assumptions that are consistent with the Company’s business
                                         plans.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | Statement on liquidity,
                                         capital resources and capital requirements
| | --- | -----------------------------------------------------------------------------------------------------------



These consolidated financial statements
have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the
normal course of business as they become due.



The net current assets as at December
31, 2014 amounted to $757.3 million compared to $27.8 million as at December 31, 2013 and $121.9 million as at December 31, 2012.
The Company has cash, cash equivalents and cash restricted of $401.4 million as at December 31, 2014 (December 2013 - $115.2 million,
December 2012 - $98.7 million), of which $8.3 million is restricted (December 2013 - $53.2 million, December 2012 - $49.0 million).



The Company’s primary use of capital
resources has been the exploration and development activities. The Company has to execute exploration activities within a set
timeframe to meet the minimum license commitments in relation to the Company’s Petroleum Prospecting Licenses (“PPLs”)
and Petroleum Retention Licenses (“PRLs”). Refer to note 25 for further information on these commitments. Subject
to meeting the license commitment requirements, the Company’s capital expenditure can be accelerated or decelerated at its
discretion.



Consolidated Financial Statements  INTEROIL CORPORATION11







|InterOil Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|-------------------------------------------------------------------------------------------------------------------- | 



| | 2. | Significant accounting policies
                                         (cont’d)
| | -- | ---------------------------------------------------------------------------------



Existing cash balances will be sufficient
to settle debt obligations and to facilitate further necessary development of the Elk and Antelope fields, appraisal of Triceratops
field and exploration activities planned to meet our license commitment requirements. However, oil and gas exploration and development
and liquefaction are capital intensive and our business plans involve raising capital, which depends on market conditions when
we raise such capital. Additionally, our joint venture share of the costs of construction of an LNG plant and other infrastructure
associated with a proposed LNG plant may amount to hundreds of millions of dollars and thus exceed our existing cash balances.
No assurance can be given that we will be successful in obtaining new capital on terms that are acceptable to us, particularly
with market volatility. Accordingly, these consolidated financial statements have been prepared on a going concern basis in the
belief that the Company will realize its assets and settle its liabilities and commitments in the normal course of business and
for at least the amounts stated, for a period not less than one year from the date of signing this financial report.



| | (c) | Accounting policies
| | --- | -------------------



The accounting policies followed in these
consolidated financial statements are consistent with those of the previous financial year.



| | (d) | New standards issued but
                                         not yet effective
| | --- | -----------------------------------------------------------------------------------



The following new standards have been
issued but are not yet effective for the financial year beginning January 1, 2014 and have not been early adopted:



| | - | IFRS
                                         9 ‘Financial Instruments’(effective from January 1, 2018):This addresses the classification and measurement of financial assets. The standard
                                         is not applicable until January 1, 2018 but is available for early adoption. The Company
                                         is yet to assess IFRS 9’s full impact, but does not expect any material changes
                                         due to this standard. The Company has not yet decided to early adopt IFRS 9.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | IFRS
                                         14 ‘Regulatory deferral accounts’(effective from January 1, 2016):
                                         This standard permits first-time adopters to continue to recognize amounts related to
                                         rate regulation in accordance with their previous GAAP requirements when they adopt IFRS.
                                         However, the effect of rate regulation must be presented separately from other items.
                                         This standard will have no impact on the Company.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | IFRS
                                         15 ‘Revenue from contracts with customers’(effective from January
                                         1, 2017):The new standard is based on the principle that revenue is recognized
                                         when control of a good or service transfers to a customer, so the notion of control replaces
                                         the existing notion of risks and rewards. The Company is currently evaluating the impact
                                         of this standard.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) | Principles of consolidation
| | --- | ---------------------------



| | - | Business
                                         combinations:The Company applies the acquisition method to account for business
                                         combinations. The consideration transferred for the acquisition of a subsidiary is the
                                         fair value of the assets transferred, the liabilities incurred to the former owners of
                                         the acquiree and the equity interests issued by the group. The consideration transferred
                                         includes the fair value of any asset or liability resulting from a contingent consideration
                                         arrangement. Identifiable assets acquired and liabilities and contingent liabilities
                                         assumed in a business combination are measured initially at their fair values at the
                                         acquisition date. The Company recognizes any non-controlling interest in the acquiree
                                         on an acquisition-by-acquisition basis, either at fair value or at the non-controlling
                                         interest’s proportionate share of the recognized amounts of acquiree’s identifiable
                                         net assets.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



If the business combination
is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the acquiree
is re-measured to fair value at the acquisition date through profit or loss. Any contingent consideration to be transferred by
the Company is recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration
that is deemed to be an asset or liability is recognized in accordance with IAS 39 either in profit or loss or as a change to
other comprehensive income. Contingent consideration that is classified as equity is not re-measured, and its subsequent settlement
is accounted for within equity. The Company measures goodwill at the acquisition date as the fair value of the consideration transferred
including the recognized amount of any non-controlling interests in the acquiree, less the fair value of the identifiable assets
acquired and liabilities assumed, all measured as of the acquisition date.



Transaction costs, other than
those associated with the issue of debt or equity securities, that the Company incurs in connection with a business combination
are expensed as incurred.



| | - | Subsidiaries:The consolidated financial statements of the Company incorporate the assets,
                                         liabilities and results of InterOil Corporation and of all subsidiaries as at December
                                         31, 2014, December 31, 2013 and December 31, 2012, and for the periods then ended.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Consolidated Financial Statements  INTEROIL CORPORATION12







|InterOil Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|-------------------------------------------------------------------------------------------------------------------- | 



| | 2. | Significant accounting policies
                                         (cont’d)
| | -- | ---------------------------------------------------------------------------------



On June 30, 2014, the Company
entered into two share sale and purchase agreements with Puma for the sale of InterOil subsidiaries that hold the oil refinery
and petroleum products distribution businesses, which were previously included within the Midstream Refining and Downstream segments
respectively. Specifically, the agreements resulted in the sale by South Pacific Refining Limited, a wholly owned subsidiary of
InterOil Corporation, of all shares held by it in EP InterOil Limited (EPI) and SPI Limited, and sale by SPI Distribution of all
shares held by it in InterOil Products Limited (IPL) to Puma. In addition, EPI holds 100% of the shares in InterOil Limited (IOL)
and as such, ultimate ownership of IOL has also been transferred to Puma. As a result of the transaction, as of June 30, 2014,
these sold subsidiaries have been de-consolidated from the results of the Company. The results of operations for these sold businesses
have been presented as discontinued operations in the consolidated income statements for the years ended December 31, 2014, 2013
and 2012. In addition, the shipping business which was previously included within the Corporate segment has also been classified
as a discontinued operation in the consolidated income statements for the years ended December 31, 2014, 2013 and 2012, as the
activities previously being carried out by the business have been transferred to Puma with the sale of the refining and distribution
businesses. There has been no loss incurred on transferring the activities previously undertaken by the shipping business.



Subsidiaries of InterOil Corporation
as at December 31, 2014 included SPI Exploration and Production Corporation (100%), InterOil Singapore Pte Ltd (100%), InterOil
Corporate PNG Limited (100%), South Pacific Refining Limited (100%), SPI Distribution Limited (100%), InterOil LNG Holdings Inc.
(100%), InterOil Australia Pty Ltd (100%), Direct Employment Services Company (100%), InterOil Finance Inc. (100%), InterOil Shipping
Pte Ltd (100%) and their subsidiaries. InterOil Corporation and its subsidiaries together are referred to in these consolidated
financial statements as the Company or the Consolidated Entity.



Subsidiaries are all those
entities (including structured entities) over which the Company has control. The Company controls an entity when the Company is
exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns
through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company.
They are de-consolidated from the date that control ceases.



Intercompany transactions,
balances and unrealized gains on transactions between companies are eliminated on consolidation. Non-controlling interests in
the results and equity of subsidiaries are shown separately in the consolidated income statements, statements of comprehensive
income, balance sheets and statement of changes in equity.



In March 2012, Champion No.
57 Limited was incorporated in PNG as a 100% subsidiary of SPI (220) Limited to hold an interest in the Triceratops field. This
company underwent a change of name, and is currently registered as InterOil Partners Limited. There have been no transactions
in this entity as of December 31, 2014.



| | - | Joint
                                         arrangements:Under IFRS 11, investments in joint arrangements are classified
                                         as either joint operations or joint ventures depending on the contractual rights and
                                         obligations of each investor. The Company’s interest in PNG LNG Inc. is governed
                                         by a shareholders’ agreement signed on July 30, 2007 between the parties to the
                                         Joint Venture. The Company has assessed the nature of its joint arrangement and determined
                                         it to be a joint venture. Joint ventures are accounted for using the equity method.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Under the equity method of
accounting, interests in joint ventures are initially recognized at cost and adjusted thereafter to recognize the Company’s
share of the post-acquisition profits or losses and movements in other comprehensive income. When the Company’s share of
losses in a joint venture equals or exceeds its interests in the joint venture (which includes any long-term interests that, in
substance, form part of the Company’s net investment in the joint venture), the Company does not recognize further losses,
unless it has incurred obligations or made payments on behalf of the joint venture.



Unrealized gains on transactions
between the Company and its joint venture are eliminated to the extent of the Company’s interest in the joint venture. Any
unrealized gains relating to third party interest in the joint venture are deferred until the Company believes that all the conditions
for the joint venture to realize those benefits from the transactions with the Company have been met. Unrealized losses are also
eliminated unless the transaction provides evidence of an impairment of the asset transferred.



Consolidated Financial Statements  INTEROIL CORPORATION13







|InterOil Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|-------------------------------------------------------------------------------------------------------------------- | 



| | 2. | Significant accounting policies
                                         (cont’d)
| | -- | ---------------------------------------------------------------------------------



| | (f) | Segment reporting
| | --- | -----------------



An operating segment is a component of
an enterprise:

| | - | that
                                         engages in business activities from which it may earn revenues and incur expenses (including
                                         revenues and expenses relating to transactions with other segments of the same enterprise),
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | - | whose
                                         operating results are regularly reviewed by the chief operating decision maker to make
                                         decisions about resources to be allocated to the segment and assess its performance,
                                         and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | - | for
                                         which discrete financial information is available.
| | - | -----------------------------------------------------------------------------------------------



Segment capital expenditure is the total
cost incurred during the period to acquire property, plant and equipment, and intangible assets other than goodwill.



Post the completion of the sale of operations
to Puma on June 30, 2014, the Company is no longer organized as separate segments with the continuing operations considered to
be an Upstream Exploration and Production business. The Company has concluded that no segment reporting would be applicable post
June 30, 2014 as there is no separate financial information available that is evaluated regularly by the chief operating decision
maker in deciding how to allocate resources and in assessing performance. The operations of the Company are also concentrated
in PNG.



| | (g) | Foreign currency
| | --- | ----------------



| | - | Functional
                                         and presentation currency:These consolidated financial statements are presented
                                         in United States Dollars (“USD”) which is InterOil’s functional and
                                         presentation currency.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Foreign currency transactions:Transactions in foreign currencies are translated to the respective functional currencies of Company entities at exchange
rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date
are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items
is the difference between amortized cost in the functional currency at the beginning of the period, adjusted for effective interest
and payments during the period, and the amortized cost in foreign currency translated at the exchange rate at the end of the period.
Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the
functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items in a foreign currency
that are measured in terms of historical cost are translated using the exchange rate at the date of the transaction. Foreign currency
differences arising on retranslation are recognized in profit or loss.



| | - | Foreign
                                         operations:For subsidiaries considered to be foreign operations, all assets
                                         and liabilities denominated in foreign currency are translated to USD at exchange rates
                                         in effect at the balance sheet date and all revenue and expense items are translated
                                         at the rates of exchange in effect at the time of the transactions. Foreign exchange
                                         gains or losses are recognized and presented in other comprehensive income and in the
                                         foreign currency translation reserve in equity. Goodwill and fair value adjustments arising
                                         on the acquisition of a foreign operation are treated as assets and liabilities of the
                                         foreign operation and translated at the closing rate.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (h) | Financial instruments
| | --- | ---------------------



(i) Non-derivative financial assets



The Company initially recognizes loans,
receivables and deposits on the date that they are originated. All other financial assets (including assets designated at fair
value through profit or loss) are recognized initially on the trade date at which the Company becomes a party to the contractual
provisions of the instrument. The Company derecognizes a financial asset when the contractual rights to the cash flows from the
asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which
substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial
assets that is created or retained by the Company is recognized as a separate asset or liability.



Financial assets and liabilities are offset
and the net amount presented in the balance sheet when, and only when, the Company has a legal right to offset the amounts and
intends to either settle on a net basis or to realize the asset and settle the liability simultaneously. The Company classifies
non-derivative financial assets into the following categories: financial assets at fair value through profit or loss, loans or
receivables, held to maturity financial assets and available-for-sale financial assets.



Consolidated Financial Statements  INTEROIL CORPORATION14







|InterOil Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|-------------------------------------------------------------------------------------------------------------------- | 



| | 2. | Significant accounting policies
                                         (cont’d)
| | -- | ---------------------------------------------------------------------------------



| | - | Loans
                                         and receivables:Loans and receivables are financial assets with fixed or determinable
                                         payments that are not quoted in an active market. Such assets are recognized initially
                                         at fair value plus any directly attributable transaction costs. Subsequent to initial
                                         recognition loans and receivables are measured at amortized cost using the effective
                                         interest method, less any impairment losses. Loans and receivables comprise of trade
                                         and other receivables.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Held-to-maturity:Held-to-maturity investments are non-derivative financial assets with fixed or
                                         determinable payments and fixed maturities that the Company’s management has the
                                         positive intention and ability to hold to maturity. Held-to-maturity financial assets
                                         are recognized initially at fair value plus any directly attributable transaction costs.
                                         Subsequent to initial recognition, held-to-maturity financial assets are measured at
                                         amortized cost using the effective interest method, less any impairment losses. If the
                                         Company were to sell other than an insignificant amount of held-to-maturity financial
                                         assets, the whole category would be tainted and reclassified as available-for-sale. Held-to-maturity
                                         financial assets are included in non-current assets, except for those with maturities
                                         less than 12 months from the end of the reporting period, which are classified as current
                                         assets.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Available-for-sale:Available-for-sale financial assets are non-derivative financial assets that
                                         are designated as available for sale or are not classified in any of the other categories.
                                         The Company’s investments in equity securities are classified as available-for-sale
                                         financial assets. Subsequent to initial recognition, they are measured at fair value
                                         and changes therein, other than impairment losses, are recognized in other comprehensive
                                         income. When an investment is derecognized, the gain or loss accumulated in equity is
                                         reclassified to profit or loss.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(ii) Non-derivative financial liabilities



The Company initially recognizes debt
securities issued and subordinated liabilities on the date that they originated. All other financial liabilities (including liabilities
designated at fair value through profit or loss) are recognized initially on the trade date at which the Company becomes a party
to the contractual provisions of the instrument. The Company derecognizes a financial liability when its contractual obligations
are discharged or cancelled or expire. Financial assets and liabilities are offset and the net amount presented in the balance
sheet when, and only when, the Company has a legal right to offset the amounts and intends to either settle on a net basis or
to realize the asset and settle the liability simultaneously.



The Company classifies non-derivative
financial liabilities into the other financial liabilities category. Financial liabilities not designated at fair value through
profit or loss are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial
recognition, these financial liabilities are measured at amortized cost using the effective interest method. Other financial liabilities
comprise secured and unsecured loans, bank overdrafts, and trade and other payables. Trades and other payables represent liabilities
for goods and services provided to the Company prior to the end of financial period which are unpaid. These amounts are unsecured
and are usually paid within 30 days of recognition.



(iii) Derivative financial instruments



Derivative financial instruments may be
utilized by the Company in the management of its foreign exchange requirements, and prior to the sale of the refining and distribution
businesses, to manage its crude purchase cost exposures and its finished products sales price exposures. The Company's policy
is not to utilize derivative financial instruments for trading or speculative purposes. The Company may choose to designate derivative
financial instruments as hedges.



When applicable, at the inception of the
hedge, the Company formally documents all relationships between hedging instruments and the hedged items, as well as its risk
management objective and strategy for undertaking various hedge transactions, the nature of the risk being hedged, how the hedging
instruments’ effectiveness in offsetting the hedged risk will be assessed and a description of the method for measuring
effectiveness. This process includes linking all derivatives to specific assets and liabilities on the balance sheet or to specific
firm commitments or anticipated transactions. The Company also assesses whether the derivatives that are used in hedging transactions
are highly effective in offsetting changes in fair value or cash flows of hedged items at inception and on an ongoing basis.



Changes in the fair value of a derivative
that is highly effective and that is designated and qualifies as a cash-flow hedge are recorded as a component of Other Comprehensive
Income until earnings are affected by the variability in cash flows of the designated hedged item. For cash flow hedges that have
been terminated or cease to be effective, prospective gains or losses on the derivative are recognized in earnings. Any gain or
loss that has been included in accumulated other comprehensive income at the time the hedge is discontinued continues to be deferred
in accumulated other comprehensive income until the original hedged transaction is recognized in earnings. If the likelihood of
the original hedged transaction occurring is no longer probable, the entire gain or loss in accumulated other comprehensive income
related to this transaction is immediately reclassified to earnings.



Consolidated Financial Statements  INTEROIL CORPORATION15







|InterOil Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|-------------------------------------------------------------------------------------------------------------------- | 



| | 2. | Significant accounting policies
                                         (cont’d)
| | -- | ---------------------------------------------------------------------------------



The Company discontinues hedge accounting
prospectively when it is determined that the derivative is no longer effective in offsetting changes in cash flows of the hedged
item, the derivative expires or is sold, terminated or exercised, the derivative is no longer designated as a hedging instrument
because it is unlikely that a forecasted transaction will occur, a hedged firm commitment no longer meets the definition of a
firm commitment or management determines that designation of the derivative as a hedging instrument is no longer appropriate.



(iv) Compound financial instruments



Compound financial instruments issued
by the Company comprise convertible notes that can be converted to share capital at the option of the holder, when the number
of shares to be issued does not vary with changes in their fair value. The liability component of a compound financial instrument
is recognized initially at fair value of a similar liability that does not have an equity conversion option. The equity component
is recognized initially at the difference between the fair value of the compound financial instrument as a whole and the fair
value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components
in proportion to their initial carrying amounts.



Subsequent to initial recognition, the
liability component of a compound financial instrument is measured at amortized cost using the effective interest method. The
equity component of a compound financial instrument is not re-measured subsequent to initial recognition. Interest and losses
and gains relating to the financial liability are recognized in profit or loss. On conversion, the financial liability is reclassified
to equity and no gain or loss is recognized on conversion.



| | (i) | Cash and cash equivalents
| | --- | -------------------------



Cash and cash equivalents includes cash
on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities
of three months or less that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes
in value.



| | (j) | Cash restricted
| | --- | ---------------



Cash restricted consists of cash on deposit
which is restricted from being used in daily operations. Cash restricted is carried at cost and any accrued interest is classified
under other assets.



| | (k) | Deferred financing costs
| | --- | ------------------------



Deferred financing costs represent the
unamortized financing costs paid to secure borrowings. Amortization is provided on an effective yield basis over the term of the
related debt and is included in expenses for the period. Unamortized deferred financing costs are offset against the respective
liability accounts.



| | (l) | Plant and equipment
| | --- | -------------------



Property, plant and equipment are recorded
at amortized cost. Depreciation of assets begins when the asset is in place and ready for its intended use. Assets under construction
and deferred project costs are not depreciated. Depreciation of plant and equipment is calculated using the straight line method,
based on the estimated service life of the asset. Maintenance and repair costs are expensed as incurred. Improvements that increase
the capacity or prolong the service life of an asset are capitalized.



Please refer to note 4 for details of
plant and equipment related to the discontinued operations.



Land is not depreciated. Depreciation
on other assets is calculated using the straight-line method to allocate their cost or revalued amounts, net of their residual
values, over their estimated useful lives as follows:



|Leasehold land improvements | Shorter of 100 years or
    lease period
|--------------------------- | ----------------------------------------
|Refinery                    | 4 – 25 years                            
|Buildings                   | 20 – 40 years                           
|Plant and equipment         | 3 – 15 years                            
|Motor vehicles              | 4 – 5 years                             



Consolidated Financial Statements  INTEROIL CORPORATION16







|InterOil Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|-------------------------------------------------------------------------------------------------------------------- | 



| | 2. | Significant accounting policies
                                         (cont’d)
| | -- | ---------------------------------------------------------------------------------



| | - | Leased
                                         assets (accounting as lessee):Leases of property, plant and equipment where
                                         the Company has substantially all the risks and rewards of ownership are classified as
                                         finance leases. Finance leases are capitalized at the inception of the lease at the lower
                                         of the fair value of the leased property and the present value of the minimum lease payments.
                                         The corresponding rental obligations, net of finance charges, are included in other long
                                         term payables. Each lease payment is allocated between the liability and the finance
                                         charges so as to achieve a constant rate on the finance balance outstanding. The interest
                                         element of the finance cost is charged to the comprehensive income statement over the
                                         lease period so as to produce a constant periodic rate of interest on the remaining balance
                                         of the liability for each period. The property, plant and equipment acquired under finance
                                         leases are depreciated over the shorter of the asset’s useful life and the lease
                                         term.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Leases in which a significant
portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Operating lease payments
are representative of the pattern of benefit derived from the leased asset and accordingly are included in expenses on a straight
line basis over the period of the lease.



| | - | Leased
                                         assets (accounting as lessor):Assets are leased out under an operating lease.
                                         The asset is included in the balance sheet based on the nature of the asset. Lease income
                                         is recognized over the term of the lease on a straight-line basis.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Asset
                                         retirement obligations:A liability is recognized for future legal or constructive
                                         retirement obligations associated with the Company’s property, plant and equipment.
                                         The amount recognized is the net present value of the estimated costs of future dismantlement,
                                         site restoration and abandonment of properties based upon current regulations and economic
                                         circumstances at period end.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Following the sale of the refining
and distribution businesses on June 30, 2014, the Company no longer has a provision for asset retirement obligations.



Environmental remediation:Remediation costs are accrued based on best estimates of known environmental remediation exposure. Ongoing environmental
compliance costs, including maintenance and monitoring costs, are expensed as incurred. Provisions are determined on an assessment
of current costs, current legal requirements and current technology. Changes in estimates are dealt with on a prospective basis.
In relation to the Company’s exploration and development operations, the Company’s activities are still largely in
the exploration and appraisal phase. As there are no production wells, there is minimal rectification required of the footprint
created by the activities at this stage. In addition, these operations are carried out in remote jungle areas within PNG, and
the minimal footprint currently in existence would be rapidly eliminated with the regrowth of the jungle.



| | - | Disposal
                                         of property, plant and equipment:At the time of disposal of plant and equipment,
                                         the carrying values of the assets are written off along with accumulated depreciation
                                         and any resulting gain or loss is included in the income statement. Gains and losses
                                         on disposals are determined by comparing proceeds with carrying amounts.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | IT
                                         Development and software:Costs incurred in development products or systems and
                                         costs incurred in acquiring software and licenses that will contribute to future period
                                         financial benefits through revenue generation and/or cost reduction are capitalized.
                                         Costs capitalized include external direct costs of materials and service, direct payroll
                                         and payroll related costs of employees’ time spent on the project. Amortization
                                         is calculated on a straight line basis over periods generally ranging from 3 to 5 years.
                                         IT development costs include only those costs directly attributable to the development
                                         phase and are only recognized following completion of technical feasibility and where
                                         the Company has an intention and ability to use the asset. These amounts are capitalized
                                         as part of property, plant and equipment.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (m) | Exploration and evaluation
                                         assets
| | --- | --------------------------------------------------------------------------



The Company uses the successful-efforts
method to account for its oil and gas exploration and development activities. Under this method, costs are accumulated on a field-by-field
basis with certain exploratory expenditures and exploratory dry holes being expensed as incurred. The Company continues to carry
as an asset the cost of drilling exploratory wells if the required capital expenditure is made and drilling of additional exploratory
wells is underway or firmly planned for the near future or when exploration and evaluation activities have not yet reached a stage
to allow reasonable assessment regarding the existence of economic reserves. Capitalized costs for producing wells will be subject
to depletion using the units-of-production method.



Geological and geophysical costs are expensed
as incurred, except when they have been incurred to facilitate production techniques, to increase total recoverability and to
determine the desirability of drilling additional development wells within an area in which there has been a discovery of resources.
Geological and geophysical costs capitalized would be included as part of the cost of producing wells and be subject to depletion
using the units-of-production method.



Consolidated Financial Statements  INTEROIL CORPORATION17







|InterOil Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|-------------------------------------------------------------------------------------------------------------------- | 



| | 2. | Significant accounting policies
                                         (cont’d)
| | -- | ---------------------------------------------------------------------------------



Farm-in



The Company capitalizes all expenditures
that are incurred for acquisition of rights to explore, carry costs on behalf of the seller to acquire an interest in the asset,
or any other activity in relation to evaluating technical feasibility and commercial viability of an interest farmed into.



Farm-outs



Conveyances of mineral interests in properties
may involve the transfer of all or a part of the rights and responsibilities of operating a property, or sufficient risks and
benefits of ownership to the transferee. Conveyance accounting is triggered by the Company on the sale of a property, where applying
judgment to the facts presented, it concludes that sufficient risks and benefits of ownership has passed to the transferee.



If a part of the interest in an unproved
property is sold, the amount received shall be treated as a recovery of cost. If the sales price exceeds the carrying amount of
a property, a gain shall be recognized in the amount of such excess.



The sale of a part of a proved property,
or of an entire proved property, shall be accounted for as the sale of an asset, and a gain or loss shall be recognized. The unamortized
cost of the property or group of properties, a part of which was sold, shall be apportioned to the interest sold and the interest
retained on the basis of the fair values of those interests.



In the following types of conveyances,
a gain shall not be recognized at the time of the conveyance:

| | - | A part of an interest owned is sold
                                         and substantial uncertainty exists about recovery of the costs applicable to the retained
                                         interest.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | - | A part of an interest owned is sold
                                         and the Company has a substantial obligation for future performance, such as an obligation
                                         to drill a well or to operate the property without proportional reimbursement for that
                                         portion of the drilling or operating costs applicable to the interest sold.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (n) | Impairment
| | --- | ----------



| | - | Non-derivative
                                         financial assets:A financial asset not carried at fair value through profit
                                         or loss is assessed at each reporting date to determine whether there is any objective
                                         evidence that it is impaired. A financial asset is considered to be impaired if objective
                                         evidence indicates that one or more events have had a negative effect on the estimated
                                         future cash flows of that asset.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



An impairment loss in respect
of a financial asset measured at amortized cost is calculated as the difference between its carrying amount, and the present value
of the estimated future cash flows discounted at the original effective interest rate. An impairment loss in respect of an available-for-sale
financial asset is calculated by reference to its fair value. Individually significant financial assets are tested for impairment
on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics.



All impairment losses are recognized
in the consolidated income statement. An impairment loss, other than relating to available-for-sale equity instruments, is reversed
through profit and loss if the reversal can be related objectively to an event occurring after the impairment loss was recognized.
The reversal of an impairment loss relating to available-for-sale equity instruments is through other comprehensive income.



Trade and other receivables

The collectability of trade
and other receivables is assessed on an ongoing basis. Debts which are known to be uncollectible are written off by reducing the
carrying amount directly. An allowance account (provision for impairment of trade receivables) is used when there is objective
evidence that the company will not be able to collect all amounts due according to the original terms of the receivables. Significant
financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganization, and default
or delinquency in payments are considered indicators that the receivable is impaired. The amount of the impairment allowance is
the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the
original effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of discounting
is immaterial.



The amount of the impairment
loss is recognized in the income statement. When a trade or other receivable for which an impairment allowance had been recognized
becomes uncollectible in a subsequent period, it is written off against the allowance account. Subsequent recoveries of amounts
previously written off are credited against the income statement.



Consolidated Financial Statements  INTEROIL CORPORATION18









|InterOil
        Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|---------------------------------------------------------------------------------------------------------------------------- | 



| | 2. | Significant accounting policies (cont’d)
| | -- | ----------------------------------------



Prior to the sale of the refining
and distribution businesses , the Company discounted certain trade receivables to BNP Paribas Capital (Singapore) Limited (“BNP
Paribas”) under its $80.0 million bilateral non-recourse discounting facility, and certain receivables under the syndicated
secured refinery working capital facility which included the ability to discount receivables with recourse up to $30.0 million.
The non-recourse discounted receivables were not retained on the Company’s balance sheet, while with-recourse discounted
receivables were retained on the balance sheet as the Company retained the credit risk and control over these receivables.



| | - | Non-financial assets:The carrying amounts of the Company’s non-financial assets,
other than inventories and deferred tax assets are reviewed at each reporting date to determine whether there is any indication
of impairment. If any such indication exists then the asset’s recoverable amount is estimated. For goodwill, and intangible
assets that have indefinite useful lives or that are not yet available for use, the recoverable amount is estimated each period
at the same time.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The recoverable amount of an
asset is the greater of its value in use or its fair value less costs to sell and is determined for an individual asset, unless
the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. In that situation,
the assets are tested as part of a cash-generating unit (“CGU”), which is the smallest identifiable group of assets,
liabilities and associated goodwill that generates cash inflows that are largely independent of the cash inflows from other assets
or groups of assets.



Fair value is the amount of
the consideration that would be agreed upon in an arm's length transaction between knowledgeable, willing parties who are under
no compulsion to act. Value in use is determined as the net present value of the estimated future cash flows expected to arise
from the continued use of the asset in its present form and its eventual disposal, discounted at the risk free rate of interest
plus a risk premium. If an impairment loss is recognized, the adjusted carrying amount becomes the new cost basis.



An impairment loss is recognized
if the carrying amount of an asset or its CGU exceeds its recoverable amount. Impairment losses recognized in respect of CGUs are
allocated first to reduce the carrying amount of any goodwill allocated to the CGU and then to reduce the carrying amounts of the
other assets in the CGU on a pro rata basis. Impairment losses are recognized in profit or loss.



Impairment losses recognized
in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment
loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed
only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined,
net of depreciation or amortization, if no impairment loss had been recognized.



There has been no impairment
of assets based on the assessments performed during the period.



| | (o) | Revenue recognition
| | --- | -------------------



Revenue is measured at the fair value of
the consideration received or receivable. Amounts disclosed as revenue are net of returns, trade allowances and duties and taxes
paid. The following particular accounting policies, which significantly affect the measurement of results, have been applied.



| | - | Other Revenue:Revenue from logistics, rig and constructions services are recognized
in the accounting period in which the services are rendered. As of July 1, 2014, the Company ceased to operate a shared services
model that resulted in the recognition of other revenue from the internal support of the exploration and development activities.
These costs have been since been allocated to those activities as a recovery of cost, rather than as other revenue. The Company
is also moving to more outsourced services model with leasing third party rigs and services rather than internally servicing the
exploration and development operations.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Interest revenue: Interest revenue is recognized as the interest accrues using the
effective interest rate.
| | - | -----------------------------------------------------------------------------------------------------------



| | (p) | Income tax
| | --- | ----------



Income tax comprises current and deferred
tax. Income tax is recognized in the income statement except to the extent that it relates to items recognized directly in other
comprehensive income or directly in equity, in which case the income tax is also recognized directly in other comprehensive income
or equity respectively. The income tax expense or benefit for the period is the tax payable on the current period’s taxable
income based on the national income tax rate for each jurisdiction; adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial
statements and to unused tax losses. Management periodically evaluates positions taken in tax returns with respect to situations
in which applicable tax regulation is subject to interpretation.



Consolidated Financial Statements  INTEROIL CORPORATION19







|InterOil
        Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|---------------------------------------------------------------------------------------------------------------------------- | 



| | 2. | Significant accounting policies (cont’d)
| | -- | ----------------------------------------



Deferred tax assets and liabilities are
recognized for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled,
based on those tax rates which are enacted or substantively enacted for each jurisdiction. The relevant tax rates are applied to
the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. Deferred
income tax assets and liabilities are presented as non-current. Deferred tax assets and liabilities are offset when there is a
legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation
authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends
either to settle on a net basis, or to realize the asset and settle the liability simultaneously.



Deferred tax assets are recognized for
deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to
utilize those temporary differences and losses. Deferred tax assets are reviewed at each reporting date and are reduced to the
extent that it is no longer probable that the related tax benefit will be realized. In addition to income taxes, InterOil is subject
to Goods and Services Tax, Excise Duty and other taxes in PNG, Australia, Singapore and Canada. The consolidated financial statements
are prepared on a net of Goods and Services Tax basis.



| | (q) | Employee entitlements
| | --- | ---------------------



| | - | Wages and salaries, and annual leave:Liabilities for wages and salaries, including
annual leave expected to be settled within 12 months of the reporting date are recognized in accounts payable and accrued liabilities
in respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid when liabilities
are settled.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Long service leave:The liability for long service leave is recognized in the provision
for employee benefits and measured as the present value of expected future payments to be made in respect of services provided
by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee
departures, periods of service and statutory obligations.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Post-employment obligations:The Company contributed to a defined contribution plan
and the Company’s legal or constructive obligation is limited to these contributions. Contributions to the defined contribution
fund are recognized as an expense as they become payable.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Share-based payments:Stock-based compensation benefits are provided to employees
and directors pursuant to the 2009 Stock Incentive Plan (with options still in existence having been granted under the now superseded
2006 Stock Incentive Plan). The Company currently issues stock options and restricted stock units as part of its stock-based compensation
plan. The fair value of stock options at grant date is determined using a Black-Scholes option pricing model that takes into account
the exercise price, the terms of the option, the vesting criteria, the share price at grant date and expected price volatility
of the underlying share, the expected yield and risk-free interest rate for the term of the option. The Company has not used a
forfeiture rate as the assumption is for a 100% vesting of the granted options, however, if the options are forfeited prior to
vesting, then any amounts expensed in relation to those forfeited shares are reversed. Upon exercise of options, the balance of
the contributed surplus relating to those options is transferred to share capital. The fair value of restricted stock units on
grant date is the market value of the stock.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Company uses the fair value
based method to account for employee stock based compensation benefits. Under the fair value based method, compensation expense
is measured at fair value at the date of grant and is expensed over the award's vesting period.



| | - | Profit-sharing and bonus plans:The Company recognizes a provision where contractually
obliged or where there is a past practice that has created a constructive obligation.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (r) | Earnings per share
| | --- | ------------------



| | - | Basic earnings per share:Basic common shares outstanding are the weighted average
number of common shares outstanding for each period. Basic earnings per share is calculated by dividing the profit or loss attributable
to shareholders of the Company by the weighted average number of common shares outstanding during the period.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Diluted earnings per share:Diluted earnings per share is determined by adjusting
the profit or loss attributable to shareholders and the weighted average number of common shares outstanding, for the effects of
all dilutive potential ordinary shares, which comprise convertible notes and share options granted to employees.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The earnings per share derived
from continuing operations and discontinuing operations have been separately disclosed in the consolidated income statement, following
the classification defined in note 1.



Consolidated Financial Statements  INTEROIL CORPORATION20







|InterOil
        Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|---------------------------------------------------------------------------------------------------------------------------- | 



| | 3. | Financial Risk Management
| | -- | -------------------------



The Company’s activities expose it
to a variety of financial risks; market risk, credit risk, liquidity risk and geographic risk. The Company’s overall risk
management program focuses on the unpredictability of markets and seeks to minimize potential adverse effects on the financial
performance of the Company.



Risk Management is carried out under policies
approved by the board of directors of InterOil. The Finance Department identifies, evaluates and actively mitigates financial
risks in close cooperation with the Company’s operations. The board of directors of InterOil provides written principles
for overall risk management, as well as written policies covering specific areas. The Company’s overall risk management
program seeks to minimize potential adverse effects on the Company’s financial performance.



| | (a) | Market risk
| | --- | -----------



(i) Foreign exchange risk

Foreign exchange risk arises when future
commercial transactions and recognized assets and liabilities are denominated in a currency that is not the Company’s functional
currency. The Company operates internationally and is exposed to foreign exchange risk arising from currency exposures to the
USD. The consolidated financial statements are presented in USD which is the Company’s functional and presentation currency.
Most of the Company’s transactions are undertaken in USD, PNG Kina (“PGK”), Australian Dollars (“AUD”)
and Singapore Dollars (“SGD”).



The PGK weakened against the USD during
the year ended December 31, 2014 (from 0.4130 to 0.3855) and also weakened during the year ended December 31, 2013 (from 0.4755
to 0.4130), but strengthened slightly during the year ended December 31, 2012 (from 0.4665 to 0.4755).



The financial instruments denominated in
PGK and translated to USD as at December 31, 2014 are as follows:



|                          |  | December 31, |            |  | December 31, |  |            | December 31, | 
|------------------------- |  | ------------ | ---------- |  | ------------ |  | ---------- | ------------ | 
|                          |  | 2014         |            |  | 2013         |  |            | 2012         | 
|                          |  | $            |            |  | $            |  |            | $            | 
|Financial assets          |  |              |            |  |              |  |            |              | 
|Cash and cash equivalents |  |              | 6,869,370  |  |              |  | 11,104,619 |              | 
|Cash restricted           |  |              | 178,155    |  |              |  | 147,372    |              | 
|Receivables               |  |              | 641,600    |  |              |  | 73,619,243 |              | 
|Other financial assets    |  |              | 535,579    |  |              |  | 8,906,335  |              | 
|                          |  |              |            |  |              |  |            |              | 
|Financial liabilities     |  |              |            |  |              |  |            |              | 
|Payables                  |  |              | 14,455,532 |  |              |  | 25,839,942 |              | 
|Working capital facility  |  |              | -          |  |              |  | 12,437,780 |              | 
|Secured loans             |  |              | -          |  |              |  | 24,780,077 |              | 



The following table summarizes the sensitivity
of financial instruments held at balance sheet date to movement in the exchange rate of the USD to the PGK, with all other variables
held constant. Certain USD debt and other financial assets and liabilities are not held in the functional currency of the relevant
subsidiary. This results in an accounting exposure to exchange gains and losses as the financial assets and liabilities are translated
into the functional currency of the subsidiary that accounts for those assets and liabilities. These exchange gains and losses
are recorded in the consolidated income statement except to the extent that they can be taken to equity under the Company’s
accounting policy. If PGK appreciates/(depreciates) by 5% against the USD, it will result in a gain/(loss) as per the table below.



|                                 |  | Year ended        |          |   | Year ended                                  |  |   | Year ended        | 
|-------------------------------- |  | ----------------- | -------- | - | ------------------------------------------- |  | - | ----------------- | 
|                                 |  | December 31, 2014 |          |   | December 31, 2013                           |  |   | December 31, 2012 | 
|                                 |  | Impact on profit  |          |   | Impact on equity 
- excluding profit impact |  |   | Impact on profit  | 
|                                 |  | $                 |          |   | $                                           |  |   | $                 | 
|                                 |  |                   |          |   |                                             |  |   |                   | 
|Post-tax gain/(loss)             |  |                   |          |   |                                             |  |   |                   | 
|Effect of 5% appreciation of PGK |  |                   | (311,541 | ) |                                             |  | - |                   | 



Consolidated Financial Statements  INTEROIL CORPORATION21







|InterOil
        Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|---------------------------------------------------------------------------------------------------------------------------- | 



| | 3. | Financial Risk Management (cont’d)
| | -- | ----------------------------------



The changes in AUD and SGD to USD exchange
rate can also affect the Company’s results as the expenses of the corporate offices in Australia (prior to its closure) and
Singapore are incurred in the respective local currencies. The AUD and SGD exposures are minimal currently as funds are transferred
to AUD and SGD from USD as required. No material balances are held in AUD or SGD. However, the Company is exposed to translation
risks resulting from AUD and SGD fluctuations as in country costs are being incurred in AUD and SGD, and reporting for those costs
being in USD.



(ii) Price risk



Following the disposal of the Company’s
refining and distribution businesses, the Company had no exposure to product price risk.



(iii) Interest rate risk

Interest rate risk is the risk that the
Company’s financial position will be adversely affected by movements in interest rates that will increase the cost of floating
rate debt or opportunity losses that may arise on fixed rate borrowings in a falling interest rate environment. As the Company
has no significant interest-bearing assets other than cash and cash equivalents, the Company’s income and operating cash
flows are substantially independent of changes in market interest rates.



The Company’s interest-rate risk
arises from cash and cash equivalent balances, borrowings and working capital financing facilities. Deposits/borrowings at variable
rates expose the Company to cash flow interest-rate risk. Deposits/borrowings at fixed rates expose the Company to fair value interest-rate
risk. The Company is actively seeking to manage its cash flow interest-rate risks by holding some cash, cash equivalents and borrowings
in fixed rate instruments and others in variable rate instruments.



The financial instruments exposed to cash
flow and fair value interest rate risk are as follows:



|                                       |  | December 31,  2014 |             |  | December 31,  2013 |  |             | December 31,  2012 |  |  | Cash flow/fair value
|-------------------------------------- |  | ------------------ | ----------- |  | ------------------ |  | ----------- | ------------------ |  |  | --------------------
|                                       |  | $                  |             |  | $                  |  |             | $                  |  |  | interest rate risk  
|Financial assets                       |  |                    |             |  |                    |  |             |                    |  |  |                     
|Cash and cash equivalents              |  |                    | 332,332,007 |  |                    |  | 30,228,099  |                    |  |  | 259,584             
|Cash and cash equivalents              |  |                    | 61,073,191  |  |                    |  | 31,738,440  |                    |  |  | 49,461,096          
|Cash restricted                        |  |                    | 8,301,133   |  |                    |  | 324,818     |                    |  |  | 374,755             
|Cash restricted                        |  |                    | -           |  |                    |  | 52,889,726  |                    |  |  | 48,636,339          
|Financial liabilities                  |  |                    |             |  |                    |  |             |                    |  |  |                     
|ANZ, BSP & BNP syndicated secured loan |  |                    | -           |  |                    |  | 84,000,000  |                    |  |  | 100,000,000         
|Westpac secured loan                   |  |                    | -           |  |                    |  | -           |                    |  |  | 12,857,000          
|BSP & Westpac secured facility         |  |                    | -           |  |                    |  | 24,780,077  |                    |  |  | -                   
|Credit Suisse secured loan             |  |                    | -           |  |                    |  | 100,000,000 |                    |  |  | -                   
|Mitsui unsecured loan                  |  |                    | -           |  |                    |  | -           |                    |  |  | 11,912,297          
|BNP working capital facility           |  |                    | -           |  |                    |  | 23,941,251  |                    |  |  | 94,290,479          
|Westpac working capital facility       |  |                    | -           |  |                    |  | 9,793,577   |                    |  |  | -                   
|BSP working capital facility           |  |                    | -           |  |                    |  | 2,644,203   |                    |  |  | -                   
|2.75% convertible notes                |  |                    | 69,998,000  |  |                    |  | 69,998,000  |                    |  |  | 70,000,000          



The following table summarizes the sensitivity
of the cash flow interest-rate risk of financial instruments held at balance date, following a movement in LIBOR, with all other
variables held constant. Increase in LIBOR rates will result in a lower net loss for the Company where the Company has net financial
assets exposed to cash flow interest-rate risk, as is the case at December 31, 2014, or will result in a higher net loss for the
Company where the Company has net financial liabilities exposed to cash flow interest-rate risk, as is the case at December 31,
2013 and December 31, 2012.



Consolidated Financial Statements  INTEROIL CORPORATION22







|InterOil
Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|-------------------------------------------------------------------------------------------------------------------- | 



| | 3. | Financial Risk Management (cont’d)
| | -- | ----------------------------------



|                     |  | Year ended        |            |   | Year ended                                     |  |   | Year ended        | 
|-------------------- |  | ----------------- | ---------- | - | ---------------------------------------------- |  | - | ----------------- | 
|                     |  | December 31, 2014 |            |   | December 31, 2013                              |  |   | December 31, 2012 | 
|                     |  | Impact on profit  |            |   | Impact on equity
    - excluding profit impact |  |   | Impact on profit  | 
|                     |  | $                 |            |   | $                                              |  |   | $                 | 
|                     |  |                   |            |   |                                                |  |   |                   | 
|Post-tax loss/(gain) |  |                   |            |   |                                                |  |   |                   | 
|LIBOR Increase by 1% |  |                   | (2,360,839 | ) |                                                |  | - |                   | 



| | (b) | Liquidity risk
| | --- | --------------



Liquidity risk is the risk that InterOil
will not meet its financial obligations as they fall due. Prudent liquidity risk management therefore implies that, under both
normal and stressed conditions, the Company maintains:



| | · | sufficient cash and marketable securities;
| | - | ------------------------------------------

| | · | access to, or availability of, funding
through an adequate amount of committed credit facilities; and
| | - | -----------------------------------------------------------------------------------------------------

| | · | the ability to close-out any open market
positions.
| | - | ---------------------------------------------------



The Company manages liquidity risk by continuously
monitoring forecast and actual cash flows; matching maturity profiles of financial assets and liabilities; and by maintaining flexibility
in funding including ensuring that surplus funds are generally only invested in instruments that are tradable in highly liquid
markets or that can be relinquished with minimal risk of loss.



Refer to note 2(b) for further discussion
of the Company’s current liquidity.



(i) Financing arrangements

The Company had the following borrowing
facilities at the reporting date:



|                           |  |                |             |  | Undrawn Amount    | 
|-------------------------- |  | -------------- | ----------- |  | ----------------- | 
|                           |  | Total Facility |             |  | December 31, 2014 | 
|                           |  | $              |             |  | $                 | 
|Facility                   |  |                |             |  |                   | 
|Credit Suisse secured loan |  |                | 300,000,000 |  |                   | 
|2.75% convertible notes    |  |                | 69,998,000  |  |                   | 
|                           |  |                | 369,998,000 |  |                   | 



(ii) Maturities of financial liabilities

The tables below analyses the Company’s
financial liabilities, net and gross settled derivative financial instruments into relevant maturity groupings based on the remaining
period at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted
cash flows.



|                                      |  | Less than 1 year |             |  | Between 1 and 5 years |  |            | More than 5 years |  |  | Total  contractual  cash flow | 
|------------------------------------- |  | ---------------- | ----------- |  | --------------------- |  | ---------- | ----------------- |  |  | ----------------------------- | 
|Non-derivatives                       |  |                  |             |  |                       |  |            |                   |  |  |                               | 
|Trade and other payables (note 12)    |  |                  | 139,716,105 |  |                       |  | -          |                   |  |  | -                             | 
|2.75% convertible notes (note 17)*    |  |                  | 71,763,000  |  |                       |  | -          |                   |  |  | -                             | 
|Other financial liabilities (note 15) |  |                  | -           |  |                       |  | 96,000,000 |                   |  |  | -                             | 
|Total non-derivatives                 |  |                  | 211,479,105 |  |                       |  | 96,000,000 |                   |  |  | -                             | 
|                                      |  |                  |             |  |                       |  |            |                   |  |  |                               | 
|Total derivatives                     |  |                  | -           |  |                       |  | -          |                   |  |  | -                             | 
|                                      |  |                  | 211,479,105 |  |                       |  | 96,000,000 |                   |  |  | -                             | 



*The balance comprises of the convertible
notes principal and interest payments forecasted.



Consolidated Financial Statements  INTEROIL CORPORATION23







|InterOil
        Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|---------------------------------------------------------------------------------------------------------------------------- | 



| | 3. | Financial Risk Management (cont’d)
| | -- | ----------------------------------



The ageing of trade and other payables
are as follows:



|                         |  |       |             |  | Payable ageing between | 
|------------------------ |  | ----- | ----------- |  | ---------------------- | 
|Trade and other payables |  | Total |             |  | <30 days               | 
|                         |  | $     |             |  | $                      | 
|December 31, 2014        |  |       | 139,716,105 |  |                        | 
|December 31, 2013        |  |       | 134,027,347 |  |                        | 
|December 31, 2012        |  |       | 178,313,483 |  |                        | 



(c)	Credit risk



Credit risk is the risk that a contracting
entity will not complete its obligation under a financial instrument that will result in a financial loss to the Company. The carrying
amount of financial assets represents the maximum credit exposure.



The Company’s credit risk is limited
to the carrying value of its financial assets. Credit risk on cash and cash equivalents held directly by the Company are minimized
as all cash amounts and certificates of deposit are held with banks which have acceptable credit ratings. Credit risk on trade
and other receivables at December 31, 2014 are also minimized as these represent receivables from joint venture partners where
the risk of default is minimal as it would impact the partners’ interest in the Company’s relevant exploration and
development assets.



The maximum exposure to credit risk at
the reporting date was as follows:



|                                           |  | December 31, |             |  | December 31, |  |            | December 31, | 
|------------------------------------------ |  | ------------ | ----------- |  | ------------ |  | ---------- | ------------ | 
|                                           |  | 2014         |             |  | 2013         |  |            | 2012         | 
|                                           |  | $            |             |  | $            |  |            | $            | 
|Current                                    |  |              |             |  |              |  |            |              | 
|Cash and cash equivalents                  |  |              | 393,405,198 |  |              |  | 61,966,539 |              | 
|Cash restricted                            |  |              | 7,959,859   |  |              |  | 36,149,544 |              | 
|Trade and other receivables                |  |              |             |  |              |  |            |              | 
|- Trade and other receivables              |  |              | 21,207,984  |  |              |  | 98,638,110 |              | 
|- Sale proceeds receivable from Total S.A. |  |              | 545,154,761 |  |              |  | -          |              | 
|Commodity derivative contracts             |  |              | -           |  |              |  | -          |              | 
|Non-current                                |  |              |             |  |              |  |            |              | 
|Cash restricted                            |  |              | 341,274     |  |              |  | 17,065,000 |              | 
|Other non-current receivables              |  |              | 29,700,534  |  |              |  | 29,700,534 |              | 



The ageing of trade and other receivables
at the reporting date was as follows (the ageing days relates to balances past due):



|                                |  |       |             |  | Receivable ageing | 
|------------------------------- |  | ----- | ----------- |  | ----------------- | 
|Net trade and other receivables |  | Total |             |  | Current           | 
|                                |  | $     |             |  | $                 | 
|December 31, 2014               |  |       | 21,207,984  |  |                   | 
|December 31, 2013               |  |       | 98,638,110  |  |                   | 
|December 31, 2012               |  |       | 161,578,481 |  |                   | 



The impairment of trade and other receivables
at the reporting date was as follows:



|                                  |  |       |             |  |         |  |             | Overdue        |  |  | Overdue    | 
|--------------------------------- |  | ----- | ----------- |  | ------- |  | ----------- | -------------- |  |  | ---------- | 
|Gross trade and other receivables |  | Total |             |  | Current |  |             | (not impaired) |  |  | (impaired) | 
|                                  |  | $     |             |  | $       |  |             | $              |  |  | $          | 
|December 31, 2014                 |  |       | 22,916,065  |  |         |  | 19,114,646  |                |  |  | 2,093,339  | 
|December 31, 2013                 |  |       | 98,827,500  |  |         |  | 62,410,658  |                |  |  | 36,227,452 | 
|December 31, 2012                 |  |       | 161,818,882 |  |         |  | 110,557,921 |                |  |  | 51,020,560 | 



Impairment is assessed by the Company on
an individual joint venture partner basis, based on payment histories of the joint venture partner. An impairment provision is
taken for all receivables where objective evidence of impairment exists. The credit quality of financial assets that are neither
past due nor impaired can be assess by reference to external credit ratings (if available). Total S.A. has a current credit rating
of AA- as assessed by Standard & Poor.



Consolidated Financial Statements  INTEROIL CORPORATION24







|InterOil
        Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|---------------------------------------------------------------------------------------------------------------------------- | 



| | 3. | Financial Risk Management (cont’d)
| | -- | ----------------------------------



The movement in impaired trade and other
receivables for the year ended December 31, 2014 was as follows:



|                                                             |  |                    |           |   | Year ended         |  |          |                    | 
|------------------------------------------------------------ |  | ------------------ | --------- | - | ------------------ |  | -------- | ------------------ | 
|                                                             |  | December 31,  2014 |           |   | December 31,  2013 |  |          | December 31,  2012 | 
|                                                             |  | $                  |           |   | $                  |  |          | $                  | 
|                                                             |  |                    |           |   |                    |  |          |                    | 
|Trade receivables - Impairment provisions                    |  |                    |           |   |                    |  |          |                    | 
|Opening balance                                              |  |                    | 189,390   |   |                    |  | 240,401  |                    | 
|Foreign exchange impact on opening balance                   |  |                    | (459      | ) |                    |  | (31,598  | )                  | 
|Amounts written off during the period                        |  |                    | (126,773  | ) |                    |  | (378,662 | )                  | 
|Transfer of impaired receivables upon disposal of subsidiary |  |                    | (335,541  | ) |                    |  | -        |                    | 
|Movement in provisions, net of reversals made                |  |                    | 1,981,463 |   |                    |  | 359,249  |                    | 
|Closing balance                                              |  |                    | 1,708,080 |   |                    |  | 189,390  |                    | 



| | (d) | Geographic risk
| | --- | ---------------



The operations of InterOil are concentrated
in PNG.



| | (e) | Financing facilities
| | --- | --------------------



As at December 31, 2014, the Company had
only drawn down against the 2.75% convertible notes financing facility. Repayment obligations in respect of the amount of the facility
utilized are as follows:



|                                                     |  | December 31, |            |  | December 31, |  |             | December 31, | 
|---------------------------------------------------- |  | ------------ | ---------- |  | ------------ |  | ----------- | ------------ | 
|                                                     |  | 2014         |            |  | 2013         |  |             | 2012         | 
|                                                     |  | $            |            |  | $            |  |             | $            | 
|Due:                                                 |  |              |            |  |              |  |             |              | 
|No later than one year                               |  |              | 69,998,000 |  |              |  | 177,159,108 |              | 
|Later than one year but not later than two years     |  |              | -          |  |              |  | 89,998,000  |              | 
|Later than two years but not later than three years  |  |              | -          |  |              |  | 24,000,000  |              | 
|Later than three years but not later than four years |  |              | -          |  |              |  | 24,000,000  |              | 
|Later than four years but not later than five years  |  |              | -          |  |              |  | -           |              | 
|Later than five years                                |  |              | -          |  |              |  | -           |              | 
|                                                     |  |              | 69,998,000 |  |              |  | 315,157,108 |              | 



| | (f) | Effective interest rates and maturity profile
| | --- | ---------------------------------------------



|                                           |  | Floating |            |  | Fixed
    interest maturing between |  |             |     |  |  |     |  |  | Effective |  
|------------------------------------------ |  | -------- | ---------- |  | ----------------------------------- |  | ----------- | --- |  |  | --- |  |  | --------- | -
|                                           |  | interest |            |  | 1 year                              |  |             | 1-2 |  |  | 2-3 |  |  | 3-4       |  
|                                           |  | rate     |            |  | or less                             |  |             |     |  |  |     |  |  |           |  
|December 31, 2014                          |  | $        |            |  | $                                   |  |             | $   |  |  | $   |  |  | $         |  
|                                           |  |          |            |  |                                     |  |             |     |  |  |     |  |  |           |  
|Financial assets                           |  |          |            |  |                                     |  |             |     |  |  |     |  |  |           |  
|Cash and cash equivalents                  |  |          | 61,073,191 |  |                                     |  | 332,332,007 |     |  |  | -   |  |  |           | -
|Cash restricted                            |  |          | -          |  |                                     |  | 8,301,133   |     |  |  | -   |  |  |           | -
|Receivables:                               |  |          |            |  |                                     |  |             |     |  |  |     |  |  |           |  
|- Trade and other receivables              |  |          | -          |  |                                     |  | -           |     |  |  | -   |  |  |           | -
|- Sale proceeds receivable from Total S.A. |  |          |            |  |                                     |  | 545,154,761 |     |  |  | -   |  |  |           | -
|Other financial assets                     |  |          | -          |  |                                     |  | -           |     |  |  | -   |  |  |           | -
|                                           |  |          | 61,073,191 |  |                                     |  | 885,787,901 |     |  |  | -   |  |  |           | -
|Financial liabilities                      |  |          |            |  |                                     |  |             |     |  |  |     |  |  |           |  
|Payables                                   |  |          | -          |  |                                     |  | -           |     |  |  | -   |  |  |           | -
|Convertible notes liability                |  |          | -          |  |                                     |  | 69,998,000  |     |  |  | -   |  |  |           | -
|Other financial liabilities                |  |          | -          |  |                                     |  | -           |     |  |  | -   |  |  |           | -
|                                           |  |          | -          |  |                                     |  | 69,998,000  |     |  |  | -   |  |  |           | -



Consolidated Financial Statements  INTEROIL CORPORATION25







|InterOil
        Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|---------------------------------------------------------------------------------------------------------------------------- | 



| | 3. | Financial Risk Management (cont’d)
| | -- | ----------------------------------



|                             |  | Floating |             |  | Fixed
    interest maturing between |  |            |     |  |  |            |  |  | Effective |  
|---------------------------- |  | -------- | ----------- |  | ----------------------------------- |  | ---------- | --- |  |  | ---------- |  |  | --------- | -
|                             |  | interest |             |  | 1 year                              |  |            | 1-2 |  |  | 2-3        |  |  | 3-4       |  
|                             |  | rate     |             |  | or less                             |  |            |     |  |  |            |  |  |           |  
|December 31, 2013            |  | $        |             |  | $                                   |  |            | $   |  |  | $          |  |  | $         |  
|                             |  |          |             |  |                                     |  |            |     |  |  |            |  |  |           |  
|Financial assets             |  |          |             |  |                                     |  |            |     |  |  |            |  |  |           |  
|Cash and cash equivalents    |  |          | 31,738,440  |  |                                     |  | 30,228,099 |     |  |  | -          |  |  |           | -
|Cash restricted              |  |          | 52,889,726  |  |                                     |  | 324,818    |     |  |  | -          |  |  |           | -
|Receivables                  |  |          | -           |  |                                     |  | -          |     |  |  | -          |  |  |           | -
|Other financial assets       |  |          | -           |  |                                     |  | -          |     |  |  | -          |  |  |           | -
|                             |  |          | 84,628,166  |  |                                     |  | 30,552,917 |     |  |  | -          |  |  |           | -
|Financial liabilities        |  |          |             |  |                                     |  |            |     |  |  |            |  |  |           |  
|Payables                     |  |          | -           |  |                                     |  | -          |     |  |  | -          |  |  |           | -
|Interest bearing liabilities |  |          | 245,159,108 |  |                                     |  | -          |     |  |  | -          |  |  |           | -
|Convertible notes liability  |  |          | -           |  |                                     |  | -          |     |  |  | 69,998,000 |  |  |           | -
|Other financial liabilities  |  |          | -           |  |                                     |  | -          |     |  |  | -          |  |  |           | -
|                             |  |          | 245,159,108 |  |                                     |  | -          |     |  |  | 69,998,000 |  |  |           | -



|                             |  | Floating |             |  | Fixed interest maturing between |  |         |     |  |  |     |  |  | Effective |           
|---------------------------- |  | -------- | ----------- |  | ------------------------------- |  | ------- | --- |  |  | --- |  |  | --------- | ----------
|                             |  | interest |             |  | 1 year                          |  |         | 1-2 |  |  | 2-3 |  |  | 3-4       |           
|                             |  | rate     |             |  | or less                         |  |         |     |  |  |     |  |  |           |           
|December 31, 2012            |  | $        |             |  | $                               |  |         | $   |  |  | $   |  |  | $         |           
|                             |  |          |             |  |                                 |  |         |     |  |  |     |  |  |           |           
|Financial assets             |  |          |             |  |                                 |  |         |     |  |  |     |  |  |           |           
|Cash and cash equivalents    |  |          | 49,600,460  |  |                                 |  | 259,584 |     |  |  | -   |  |  |           | -         
|Cash restricted              |  |          | 48,629,998  |  |                                 |  | 381,096 |     |  |  | -   |  |  |           | -         
|Receivables                  |  |          | -           |  |                                 |  | -       |     |  |  | -   |  |  |           | -         
|Investments                  |  |          | -           |  |                                 |  | -       |     |  |  | -   |  |  |           | -         
|Other financial assets       |  |          | -           |  |                                 |  | -       |     |  |  | -   |  |  |           | -         
|                             |  |          | 98,230,458  |  |                                 |  | 640,680 |     |  |  | -   |  |  |           | -         
|Financial liabilities        |  |          |             |  |                                 |  |         |     |  |  |     |  |  |           |           
|Payables                     |  |          | -           |  |                                 |  | -       |     |  |  | -   |  |  |           | -         
|Interest bearing liabilities |  |          | 219,059,776 |  |                                 |  | -       |     |  |  | -   |  |  |           | -         
|Convertible notes liability  |  |          | -           |  |                                 |  | -       |     |  |  | -   |  |  |           | 70,000,000
|Other financial liabilities  |  |          | -           |  |                                 |  | -       |     |  |  | -   |  |  |           | -         
|                             |  |          | 219,059,776 |  |                                 |  | -       |     |  |  | -   |  |  |           | 70,000,000



Consolidated Financial Statements  INTEROIL CORPORATION26







|InterOil
Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|-------------------------------------------------------------------------------------------------------------------- | 



| | 3. | Financial Risk Management (cont’d)
| | -- | ----------------------------------



| | (g) | Fair values
| | --- | -----------



|                                                                 |  | December 31, 2014 |             |  | December 31, 2013 |  |             | December 31, 2012 |  |  | Fair value  |   | 
|---------------------------------------------------------------- |  | ----------------- | ----------- |  | ----------------- |  | ----------- | ----------------- |  |  | ----------- | - | 
|                                                                 |  | Carrying amount   |             |  | Fair value        |  |             | Carrying amount   |  |  | Fair value  |   | 
|                                                                 |  | $                 |             |  | $                 |  |             | $                 |  |  | $           |   | 
|Financial instruments                                            |  |                   |             |  |                   |  |             |                   |  |  |             |   | 
|Financial assets                                                 |  |                   |             |  |                   |  |             |                   |  |  |             |   | 
|Loans
    and receivables                                        |  |                   |             |  |                   |  |             |                   |  |  |             |   | 
|Cash and cash equivalents                                        |  |                   | 393,405,198 |  |                   |  | 393,405,198 |                   |  |  | 61,966,539  |   | 
|Cash restricted                                                  |  |                   | 8,301,133   |  |                   |  | 8,301,133   |                   |  |  | 53,214,544  |   | 
|Receivables                                                      |  |                   | 566,362,745 |  |                   |  | 566,362,745 |                   |  |  | 98,638,110  |   | 
|Other non-current receivable                                     |  |                   | 29,700,534  |  |                   |  | 29,700,534  |                   |  |  | 29,700,534  |   | 
|Available-for-sale                                               |  |                   |             |  |                   |  |             |                   |  |  |             |   | 
|Investments                                                      |  |                   | -           |  |                   |  | -           |                   |  |  | -           |   | 
|Held for
    trading                                             |  |                   |             |  |                   |  |             |                   |  |  |             |   | 
|Derivative contracts                                             |  |                   | -           |  |                   |  | -           |                   |  |  | (1,869,253  | ) | 
|Financial liabilities                                            |  |                   |             |  |                   |  |             |                   |  |  |             |   | 
|Current
    liabilities:                                         |  |                   |             |  |                   |  |             |                   |  |  |             |   | 
|Accounts payable and accrued liabilities                         |  |                   | 139,716,105 |  |                   |  | 139,716,105 |                   |  |  | 134,027,347 |   | 
|Working capital facilities                                       |  |                   | -           |  |                   |  | -           |                   |  |  | 36,379,031  |   | 
|2.75% Convertible notes liability                                |  |                   | 66,501,994  |  |                   |  | 66,501,994  |                   |  |  | -           |   | 
|Unsecured loans and current portion of         secured
    loans |  |                   | -           |  |                   |  | -           |                   |  |  | 134,775,077 |   | 
|Non-current liabilities                                          |  |                   |             |  |                   |  |             |                   |  |  |             |   | 
|Secured loans                                                    |  |                   | -           |  |                   |  | -           |                   |  |  | 65,681,425  |   | 
|2.75% Convertible notes liability                                |  |                   | -           |  |                   |  | -           |                   |  |  | 62,662,628  |   | 
|Other non-current liabilities                                    |  |                   | 96,000,000  |  |                   |  | 96,000,000  |                   |  |  | 96,000,000  |   | 



* Where fair value of financial assets
or liabilities is approximated by its carrying value, designation under the fair value hierarchy is not required.



The net fair value of cash and cash equivalents
and non-interest bearing financial assets and financial liabilities of the Company approximates their carrying amounts.



The carrying values (less impairment provision
if provided) of trade receivables and payables are assumed to approximate their fair values due to their short-term nature. The
carrying value of financial liabilities approximates their fair values which, for disclosure purposes, are estimated by discounting
the future contractual cash flows at the current market interest rate that is available to the Company for similar financial instruments.



Commodity derivative contracts’ and
available-for-sale investments are the only items from the above table that are measured at fair value on a recurring basis. All
the remaining financial assets and financial liabilities are measured at a fair value on a non-recurring basis and are maintained
at historical amortized cost.



The fair value of financial assets and
financial liabilities must be estimated for recognition and measurement or for disclosure purposes. The Company has classified
the fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements.
The fair value hierarchy shall have the following levels:



Level 1- quoted prices
(unadjusted) in active markets for identical assets or liabilities

Level 2- inputs other
than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly
(i.e., derived from prices); and

Level 3- inputs for the
asset or liability that are not based on observable market data (unobservable inputs).



(i) Investments classified as being available-for-sale
were fair valued by using quoted prices on Oslo stock exchange Axess. These investments were sold during the year ended December
31, 2013.

(ii) Derivative contracts classified as
being at fair value through profit and loss are fair valued by comparing the contracted rate to the current market rate for a contract
with the same remaining period to maturity. The fair value of the Company’s derivative contracts are based on price indications
provided to us by an external brokerage who enter into derivative transactions with counter parties on the Company’s behalf.
The contracts related to the hedging of certain product price risk exposures were transferred to Puma on completion of the sale
of the Midstream Refining operation on June 30, 2014.



Consolidated Financial Statements  INTEROIL CORPORATION27







|InterOil
        Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|---------------------------------------------------------------------------------------------------------------------------- | 



| | 3. | Financial Risk Management (cont’d)
| | -- | ----------------------------------



(iii) All secured loans are subject to
floating interest rates and as such the carrying values of these loans are assumed to approximate their fair values. These secured
loans were repaid during the quarter ended June 30, 2014.



| | (h) | Capital management
| | --- | ------------------



The finance department of the Company is
responsible for capital management. This involves the use of operating and development economic forecasting models which facilitates
analysis of the Company’s financial position including cash flow forecasts to determine the future capital management strategy.
Capital management is undertaken to ensure a secure, cost-effective and flexible supply of funds is available to meet the Company’s
expenditure requirements and safeguard its abilities to continue as a going concern.



The Company is actively managing the gearing
levels and raising equity/debt as required for optimizing shareholder returns. The Company is managing its gearing levels by maintaining
the debt-to-capital ratio (debt/(shareholders’ equity + debt)) at 50% or less. The gearing levels were 6% at December 31,
2014 (26% at December 31, 2013 and 19% at December 31, 2012). The optimum gearing levels for the Company are overseen by the board
of directors of InterOil based on recommendations by Management. Recommendations are based on operating cash flows, future cash
needs for development, capital market conditions, economic conditions, and will be reassessed as situations change.



| | 4. | Discontinued operations
| | -- | -----------------------



On June 30, 2014, the Company entered into
two share sale and purchase agreements with Puma for the sale of InterOil subsidiaries that hold the oil refinery and petroleum
products distribution businesses, which were previously included within the Midstream Refining and Downstream segments respectively.
Specifically, the agreements resulted in the sale by South Pacific Refining Limited, a wholly owned subsidiary of InterOil Corporation,
of all shares held by it in EP InterOil Limited (EPI) and SPI Limited, and sale by SPI Distribution of all shares held by it in
InterOil Products Limited (IPL) to Puma. In addition, EPI holds 100% of the shares in InterOil Limited (IOL) and as such, ultimate
ownership of IOL has also been transferred to Puma.



We received gross proceeds of $525,589,838
from the sale. The sale required repayment of all outstanding secured loans held by the entities sold amounting to $52,877,280.
In addition, the agreements contained a cash warranty that as at June 30, 2014, combined cash balances of the sale entities would
not be less than $40,469,839. The combined cash balance of the entities sold at June 30, 2014 was $39,432,150, and therefore an
adjustment to the sale consideration has been recognized for $1,037,689 as amount refundable to Puma. In addition, InterOil incurred
$4,257,614 in transaction costs. Therefore, the net consideration attributable to the sale transaction consists of the following:



|                                     |  | June 30, |            
|------------------------------------ |  | -------- | -----------
|                                     |  | 2014     |            
|                                     |  | $        |            
|                                     |  |          |            
|Cash                                 |  |          | 525,589,838
|Less settlement of intercompany debt |  |          | (52,877,280
|Less amount refundable to Puma       |  |          | (1,037,689 
|Less transaction costs               |  |          | (4,257,614 
|Net consideration                    |  |          | 467,417,255



The Company made a gain on sale of these
subsidiaries of $49,537,443, and there is no tax payable on this gain. The gain has been calculated as follows:



Consolidated Financial Statements  INTEROIL CORPORATION28







|InterOil
Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|-------------------------------------------------------------------------------------------------------------------- | 



| | 4. | Discontinued operations (cont’d)
| | -- | --------------------------------



|                                   |  | June 30, |             
|---------------------------------- |  | -------- | ------------
|                                   |  | 2014     |             
|                                   |  | $        |             
|                                   |  |          |             
|Net consideration                  |  |          | 467,417,255 
|                                   |  |          |             
|Assets and liabilities disposed of |  |          |             
|Cash and cash equivalents          |  |          | 39,432,150  
|Trade and other receivables        |  |          | 150,375,284 
|Other current assets               |  |          | 94,289      
|Inventories                        |  |          | 143,541,718 
|Prepaid expenses                   |  |          | 3,547,228   
|Plant and equipment                |  |          | 230,681,616 
|Deferred tax assets                |  |          | 46,353,729  
|Trade and other payables           |  |          | (110,338,241
|Income tax payable                 |  |          | (21,190,275 
|Derivative financial instruments   |  |          | (2,242,950  
|Working capital facilities         |  |          | (57,234,437 
|Asset retirement obligations       |  |          | (5,140,299  
|Net assets disposed of             |  |          | 417,879,812 
|                                   |  |          |             
|Net gain on sale of subsidiaries   |  |          | 49,537,443  



The results of operations for these sold
businesses have been presented as discontinued operations in the consolidated income statements for the years ended December 31,
2014, 2013 and 2012. In addition, the shipping business which was previously included within the Corporate segment has also been
classified as a discontinued operation in the consolidated income statements for the years ended December 31, 2014, 2013 and 2012,
as the activities previously being carried out by the business have been transferred to Puma with the sale of the refining and
distribution businesses. There has been no gain/loss incurred on transferring the activities previously undertaken by the shipping
business.



The $427,985,105 proceeds from sale of
subsidiaries disclosed in consolidated statement of cash flows was made up of the $467,417,255 net consideration from the sale
of subsidiaries and reduced by the $39,432,150 cash and cash equivalents disposed of, as presented in the table above. In addition,
the settlement of intercompany debt of $52,877,280 has been included in the ‘increase in trade and other payables’
balance within the ‘Net cash (used in)/generated from operating activities’ of the consolidated stamen of cash flows.



Cash flows from these discontinued operations
have been combined with the cash flows from continuing operations in the consolidated statements of cash flows for the years ended
December 31, 2014, 2013 and 2012. Cash flows generated from/(used in) the discontinued operations are presented in the following
table.



|                                                                                                                                       |  | Year ended   |            
|-------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | -----------
|                                                                                                                                       |  | December 31, |            
|                                                                                                                                       |  | 2014         |            
|                                                                                                                                       |  | $            |            
|                                                                                                                                       |  |              |            
|Net cash generated from/(used in) operating activities                                                                                 |  |              | 41,322,900 
|Net cash generated from/(used in) investing activities (including     an inflow of $428.0 million from the disposal of the operations) |  |              | 460,556,098
|Net cash (used in)/generated from financing activities                                                                                 |  |              | (48,153,553
|                                                                                                                                       |  |              |            
|Total cash flows                                                                                                                       |  |              | 453,725,445



The results of operations associated with
all discontinued operations are presented in the following table.



Consolidated Financial Statements  INTEROIL CORPORATION29







|InterOil
Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|-------------------------------------------------------------------------------------------------------------------- | 



| | 4. | Discontinued operations (cont’d)
| | -- | --------------------------------



|                                               |  | Year ended   |             
|---------------------------------------------- |  | ------------ | ------------
|                                               |  | December 31, |             
|                                               |  | 2014         |             
|                                               |  | $            |             
|                                               |  |              |             
|Revenue                                        |  |              | 696,616,015 
|Expenses                                       |  |              | (666,384,534
|Profit before tax from discontinued operations |  |              | 30,231,481  
|Income tax (expense)/benefit                   |  |              | (7,965,955  
|Profit after tax from discontinued operations  |  |              | 22,265,526  
|Gain on sale of subsidiaries                   |  |              | 49,537,443  
|Profit from discontinued operations            |  |              | 71,802,969  



Significant accounting policies applicable
to the discontinued operations:



| | - | Raw materials and parts inventory:Raw materials and parts inventory were stated
at the lower of cost and net realizable value. Costs comprised direct materials, direct labor and an appropriate proportion of
variable and fixed overhead expenditure. Net realizable value was the estimated selling price in the ordinary course of the business
less the estimated costs of completion and the estimated costs necessary to make the sale.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Crude oil and refined petroleum products:Crude oil and refined petroleum products
were stated at the lower of cost and net realizable value. Crude oil and refined petroleum products were recorded on a first-in,
first-out basis and the net realizable value test for crude oil and refined petroleum products were performed separately. The cost
of Midstream Refining petroleum products consisted of raw material, labor, direct overheads and transportation costs. The cost
of Downstream petroleum products included the cost of the product plus related freight, wharfage and insurance.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Refinery assets:Prior to the sale of the refining and distribution businesses, the
Company’s most significant item of plant and equipment was the oil refinery in PNG. The refinery assets were recorded at
cost less accumulated depreciation and accumulated impairment losses, if any. Refinery related assets were depreciated on straight
line basis over their useful lives, at an average rate of 4% per annum. The refinery was built on land leased from the State with
the lease expiring on July 26, 2097. Repairs and maintenance costs, other than major turnaround costs, were expensed as incurred.
Major turnaround costs were capitalized when incurred and amortized over the estimated period of time to the next scheduled turnaround.
There were no major turnaround costs incurred during the six month period ended June 30, 2014 prior to the sale.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Revenue from refining operations:Prior to the sale of the refining operations, revenue
from sales of products was recognized when products were shipped and the customer had taken ownership and assumed risk of loss,
collection of the relevant receivable was probable and when the amount of revenue could be reliably measured. As a result of the
sale of the refinery operations, revenue generated from refining operations has been included within the results from discontinued
operations for all years presented in the consolidated income statements.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Revenue from distribution operations:Prior to the sale of the distribution operations,
sales of goods were recognized when the Company had delivered products to the customer, the customer had taken ownership and assumed
risk of loss, collection of the receivable was probable, and when the amount of revenue could be reliably measured. It was not
the Company’s policy to sell products with a right of return. As a result of the sale of the distribution operations, revenue
generated from distribution operations has been included within the results from discontinued operations for all years presented
in the consolidated income statements.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Financial Risk Management applicable
to the discontinued operations:



Market Risk:



Prior to the sale of the refinery business,
changes in the PGK to USD exchange rate could affect the Company’s refining results as there was a timing difference between
the foreign exchange rates utilized when setting the monthly PGK IPP price and the foreign exchange rate used to convert the subsequent
receipt of PGK proceeds to USD to repay the Company’s crude cargo borrowings under the working capital facility. The PGK
exposures also arise from the exchange rates achieved from the banks on transfer of USD funds to PGK, where the rates achieved
fluctuate significantly based on other exporters/importers looking to convert their USD into PGK, and is also impacted by seasonality
based farm produce exports from PNG. The Company is unable to hedge due to PGK illiquidity and small size of the market. The translation
of PGK denominated balances in the Company’s operating entities into USD at period ends can also result in material impact
on the foreign exchange gains/losses on consolidation.



Consolidated Financial Statements  INTEROIL CORPORATION30







|InterOil
Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|-------------------------------------------------------------------------------------------------------------------- | 



| | 4. | Discontinued operations (cont’d)
| | -- | --------------------------------



Prior to the sale of the distribution business,
the foreign exchange movement also impacted equity as translation gains/losses of the Company’s distribution operations from
PGK to USD was included in other comprehensive income.



Product Price Risk:



Prior to the sale of operations, the refinery
was largely exposed to price fluctuations during the period between the crude purchases and the refined products leaving the refinery
when sold to the Company’s distribution operations and other distributors. The Company actively tried to manage the price
risk by entering into derivative contracts to buy and sell crude and finished products.



The derivative contracts were entered into
by management based on documented risk management strategies which had been approved by the Risk Management Committee. All derivative
contracts entered into were reviewed by the Risk Management Committee as part of the meetings of the Committee.



The following table summarizes the sensitivity
of derivative financial instruments held at December 31, 2013 and 2012 to $10.0 movement in benchmark pricing, with all other variables
held constant. If the pricing increases/(declines) by $10.0, it will result in a (loss)/gain as per the table below.



|                                                          |  | Year ended        |   |  | Year ended                                      |  |   | Year ended        | 
|--------------------------------------------------------- |  | ----------------- | - |  | ----------------------------------------------- |  | - | ----------------- | 
|                                                          |  | December 31, 2014 |   |  | December 31, 2013                               |  |   | December 31, 2012 | 
|                                                          |  | Impact on profit  |   |  | Impact on equity
    -  excluding profit impact |  |   | Impact on profit  | 
|                                                          |  | $                 |   |  | $                                               |  |   | $                 | 
|                                                          |  |                   |   |  |                                                 |  |   |                   | 
|Post-tax gain/(loss)                                      |  |                   |   |  |                                                 |  |   |                   | 
|$10 increase in benchmark pricing of derivative contracts |  |                   | - |  |                                                 |  | - |                   | 





Product risk

The composition of the crude feedstock
will vary the refinery output of products. Prior to the sale of the refinery operations, management endeavored to manage the product
risk by actively reviewing the market for demand and supply, trying to maximize the production of the higher margin products and
also renegotiating the selling prices for the lower margin products.



Other Notes in relation to discontinued
operations:



| | (a) | Cash and cash equivalents:
| | --- | --------------------------



Cash held as deposit on the BNP working
capital facility supported the Company’s working capital facility with BNP Paribas Capital (Singapore) Limited (“BNP
Paribas). The working capital facility and associated cash deposit was transferred to Puma under the sale transaction completed
on June 30, 2014. The cash held as deposit on the ANZ, BSP and BNP secured loan was used to support the $100.0 million ANZ, BSP
and BNP secured loan facility. This facility was fully repaid immediately prior to completion of the sale transaction with Puma.



In 2014, the Company earned nil interest
(2013 – nil, 2012 - nil) on the cash on deposit which related to the working capital facility. However, the cash deposit
relating to the BNP working capital facility reduced the interest costs relating to the facility usage in 2014 by 3.89% (2013 –
3.56%, 2012 – 3.49%).



| | (b) | Commodity derivative contracts
| | --- | ------------------------------



Prior to the sale of the refining and distribution
business, InterOil used derivative commodity instruments to manage its exposure to price volatility on a portion of its refined
product and crude inventories.



At December 31, 2014, InterOil had a net
payable of $nil (Dec 2013 – payable of $1,869,253, Dec 2012 – receivable of $233,922) relating to outstanding derivative
contracts for which hedge accounting was not applied or had been discontinued.



The Company had no outstanding hedge accounted
derivative contracts as at December 31, 2014, December 31, 2013 and December 31, 2012.



Consolidated Financial Statements  INTEROIL CORPORATION31







|InterOil
Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|-------------------------------------------------------------------------------------------------------------------- | 



4.
Discontinued operations (cont’d)



As at December 31, 2014, the Company had
no open non-hedge accounted derivative contracts outstanding. As at December 31, 2013, the Company had the following open non-hedge
accounted derivative contracts outstanding.



|                                                                      |  |                    |  | Notional |         |            |        |  |                                                  |                 |  | Fair Value                                                            | 
|--------------------------------------------------------------------- |  | ------------------ |  | -------- | ------- | ---------- | ------ |  | ------------------------------------------------ | --------------- |  | --------------------------------------------------------------------- | 
|                                                                      |  |                    |  | Volumes  |         |            |        |  |                                                  |                 |  | December 31, 2013                                                     | 
|Derivative                                                            |  | Type               |  | (bbls)   |         |            | Expiry |  |                                                  | Derivative type |  | $                                                                     | 
|Brent Swap                                                            |  | Sell Brent         |  |          | 255,000 |            |        |  | Q1
                                         2014 |                 |  | Cash flow hedge - Manages the export price risk of naphtha            | 
|Brent Swap                                                            |  | Buy Brent          |  |          | 570,000 |            |        |  | Q1
                                         2014 |                 |  | Cash flow hedge - Manages the export price risk of naphtha            | 
|Naphtha Crack Swap                                                    |  | Sell Naphtha Crack |  |          | 240,000 |            |        |  | Q1
                                         2014 |                 |  | Cash flow hedge - Manages the sales price risk of naphtha             | 
|Naphtha Crack Swap                                                    |  | Buy Naphtha Crack  |  |          | 80,000  |            |        |  | Q1
                                         2014 |                 |  | Cash flow hedge - Manages the sales price risk of naphtha             | 
|Gasoil Crack Swap                                                     |  | Sell Gasoil Crack  |  |          | 135,000 |            |        |  | Q1
                                         2014 |                 |  | Cash flow hedge - Manages the sales price risk of gasoil (diesel)     | 
|Naphtha Crack Swap                                                    |  | Sell Naphtha Crack |  |          | 135,000 |            |        |  | Q2
                                         2014 |                 |  | Cash flow hedge - Manages the sales price risk of naphtha             | 
|Gasoil Crack Swap                                                     |  | Sell Gasoil Crack  |  |          | 135,000 |            |        |  | Q2
                                         2014 |                 |  | Cash flow hedge - Manages the sales price risk of gasoil (diesel)     | 
|Naphtha Crack Swap                                                    |  | Sell Naphtha Crack |  |          | 48,000  |            |        |  | Q3
                                         2014 |                 |  | Cash flow hedge - Manages the sales price risk of naphtha             | 
|Gasoil Crack Swap                                                     |  | Sell Gasoil Crack  |  |          | 135,000 |            |        |  | Q3
                                         2014 |                 |  | Cash flow hedge - Manages the sales price risk of gasoil (diesel)     | 
|Naphtha Crack Swap                                                    |  | Sell Naphtha Crack |  |          | 48,000  |            |        |  | Q4
                                         2014 |                 |  | Cash flow hedge - Manages the sales price risk of naphtha             | 
|Gasoil Crack Swap                                                     |  | Sell Gasoil Crack  |  |          | 135,000 |            |        |  | Q4
                                         2014 |                 |  | Cash flow hedge - Manages the sales price risk
    of gasoil (diesel) | 
|                                                                      |  |                    |  |          |         |            |        |  |                                                  |                 |  |                                                                       | 
|Add: Priced out non-hedge accounted contracts as at December 31, 2013 |  |                    |  |          |         | (1,632,808 | )     
|                                                                      |  |                    |  |          |         |            |        |  |                                                  |                 |  |                                                                       | 



As at December 31, 2012, the Company had
the following open non-hedge accounted derivative contracts outstanding.



|                                                                      |  |                    |  | Notional |         |         |        |  |                                                  |                 |  | Fair Value                                                            | 
|--------------------------------------------------------------------- |  | ------------------ |  | -------- | ------- | ------- | ------ |  | ------------------------------------------------ | --------------- |  | --------------------------------------------------------------------- | 
|                                                                      |  |                    |  | Volumes  |         |         |        |  |                                                  |                 |  | December 31, 2012                                                     | 
|Derivative                                                            |  | Type               |  | (bbls)   |         |         | Expiry |  |                                                  | Derivative type |  | $                                                                     | 
|Brent Swap                                                            |  | Sell Brent         |  |          | 260,000 |         |        |  | Q1
                                         2013 |                 |  | Cash flow hedge - Manages the export price risk of naphtha            | 
|Brent Swap                                                            |  | Buy Brent          |  |          | 280,000 |         |        |  | Q1
                                         2013 |                 |  | Cash flow hedge - Manages the export price risk of naphtha            | 
|Naphtha Crack Swap                                                    |  | Sell Naphtha Crack |  |          | 160,000 |         |        |  | Q1
                                         2013 |                 |  | Cash flow hedge - Manages the sales price risk of naphtha             | 
|Gasoil Crack Swap                                                     |  | Sell Gasoil Crack  |  |          | 45,000  |         |        |  | Q1
                                         2013 |                 |  | Cash flow hedge - Manages the sales price risk of gasoil (diesel)     | 
|Naphtha Crack Swap                                                    |  | Sell Naphtha Crack |  |          | 96,000  |         |        |  | Q2
                                         2013 |                 |  | Cash flow hedge - Manages the sales price risk of naphtha             | 
|Gasoil Crack Swap                                                     |  | Sell Gasoil Crack  |  |          | 45,000  |         |        |  | Q2
                                         2013 |                 |  | Cash flow hedge - Manages the sales price risk of gasoil (diesel)     | 
|Naphtha Crack Swap                                                    |  | Sell Naphtha Crack |  |          | 48,000  |         |        |  | Q3
                                         2013 |                 |  | Cash flow hedge - Manages the sales price risk of naphtha             | 
|Gasoil Crack Swap                                                     |  | Sell Gasoil Crack  |  |          | 45,000  |         |        |  | Q3
                                         2013 |                 |  | Cash flow hedge - Manages the sales price risk of gasoil (diesel)     | 
|Naphtha Crack Swap                                                    |  | Sell Naphtha Crack |  |          | 48,000  |         |        |  | Q4
                                         2013 |                 |  | Cash flow hedge - Manages the sales price risk of naphtha             | 
|Gasoil Crack Swap                                                     |  | Sell Gasoil Crack  |  |          | 45,000  |         |        |  | Q4
                                         2013 |                 |  | Cash flow hedge - Manages the sales price risk
    of gasoil (diesel) | 
|                                                                      |  |                    |  |          |         |         |        |  |                                                  |                 |  |                                                                       | 
|Add: Priced out non-hedge accounted contracts as at December 31, 2012 |  |                    |  |          |         | 463,565 |       
|                                                                      |  |                    |  |          |         |         |        |  |                                                  |                 |  |                                                                       | 



Consolidated Financial Statements  INTEROIL CORPORATION32







|InterOil
        Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|---------------------------------------------------------------------------------------------------------------------------- | 



| | 4. | Discontinued operations (cont’d)
| | -- | --------------------------------



A loss of $2,485,882 was recognized on
the non-hedge accounted derivative contracts for the year ended December 31, 2014 (Dec 2013 – $6,011,131, Dec 2012 –
$4,240,647). This loss is included in the results from discontinued operations in the consolidated income statement.



| | (c) | Inventories
| | --- | -----------



|                                                 |  | December 31, |   |  | December 31, |  |             | December 31, | 
|------------------------------------------------ |  | ------------ | - |  | ------------ |  | ----------- | ------------ | 
|                                                 |  | 2014         |   |  | 2013         |  |             | 2012         | 
|                                                 |  | $            |   |  | $            |  |             | $            | 
|Midstream - Refining (crude oil feedstock)       |  |              | - |  |              |  | 25,594,728  |              | 
|Midstream - Refining (refined petroleum product) |  |              | - |  |              |  | 58,093,392  |              | 
|Midstream - Refining (parts inventory)           |  |              | - |  |              |  | 3,456,545   |              | 
|Downstream (refined petroleum product)           |  |              | - |  |              |  | 70,974,516  |              | 
|                                                 |  |              | - |  |              |  | 158,119,181 |              | 



The reduction in inventory as at December
31, 2014 is due to the divestment of the operating businesses on June 30, 2014. As at December 31, 2013 no net realizable value
write down was necessary. As at December 31, 2012 inventory had been written down to its net realizable value. The write down of
$322,535 at December 31, 2012 relating to refined petroleum products is included in the results from discontinued operations within
the consolidated income statement. At December 31, 2013, $87,144,665 (Dec 2012 - $128,032,234) of the Midstream Refining inventory
balance secured the BNP Paribas working capital facility disclosed at note (d) below.



| | (d) | Working capital facilities
| | --- | --------------------------



|                                                 |  | December 31, |   |  | December 31, |  |            | December 31, | 
|------------------------------------------------ |  | ------------ | - |  | ------------ |  | ---------- | ------------ | 
|                                                 |  | 2014         |   |  | 2013         |  |            | 2012         | 
|Amounts drawn down                               |  | $            |   |  | $            |  |            | $            | 
|BNP Paribas working capital facility - midstream |  |              | - |  |              |  | 23,941,251 |              | 
|Westpac working capital facility - downstream    |  |              | - |  |              |  | 9,793,577  |              | 
|BSP working capital facility - downstream        |  |              | - |  |              |  | 2,644,203  |              | 
|Total working capital facility                   |  |              | - |  |              |  | 36,379,031 |              | 



The reduction in working capital facilities
as at December 31, 2014 is due to the divestment of the operating businesses on June 30, 2014 whereby all of the Company’s
working capital facilities were transferred to Puma.



| | - | BNP Paribas working capital facility
| | - | ------------------------------------

On July 17, 2013,
the Company replaced its $240.0 million bilateral working capital facility with BNP Paribas for its Midstream – Refining
operation with a $350.0 million working capital syndicated facility led by BNP Paribas. Out of the $350.0 million, $270.0 million
was a syndicated secured working capital facility with the support of five banking partners, namely BNP Paribas, Australia and
New Zealand Banking Group (PNG) Limited (“ANZ”), the Singapore branch of Natixis S.A, Intesa Sanpaolo S.p.A, and the
Bank of South Pacific Limited (“BSP”), which included the ability to discount receivables with recourse up to $30.0
million. The facility was secured by sales contracts, purchase contracts, certain cash accounts associated with the refinery, all
crude and refined products of the refinery and trade receivables. In addition, BNP Paribas had provided an $80.0 million bilateral
non-recourse discounting facility. The credit portion of the facility bears interest at LIBOR + 3.75% per annum. The facility was
renewable in February 2015.



During the six months
ended June 30, 2014, the weighted average interest rate was 3.89% (Year ended December 31, 2013 – 3.09%, Year ended December
31, 2012 – 2.67%,) after considering the reduction in interest due to the deposit amounts maintained which reduces the interest
being charged on the facility utilization. The discounting fees on this facility for the six months ended June 30, 2014 were $131,617
(year ended December 31, 2014 - $479,443, year ended December 31, 2012 - $456,415).



Consolidated Financial Statements  INTEROIL CORPORATION33







|InterOil
        Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|---------------------------------------------------------------------------------------------------------------------------- | 



| | 4. | Discontinued operations (cont’d)
| | -- | --------------------------------



The following table outlines the facility
and the amount available for use at prior year ends:



|                                                                 |  | December 31, |   |  | December 31, |  |              | December 31, | 
|---------------------------------------------------------------- |  | ------------ | - |  | ------------ |  | ------------ | ------------ | 
|                                                                 |  | 2014         |   |  | 2013         |  |              | 2012         | 
|                                                                 |  | $            |   |  | $            |  |              | $            | 
|Working capital credit facility                                  |  |              | - |  |              |  | 270,000,000  |              | 
|                                                                 |  |              |   |  |              |  |              |              | 
|Less amounts included in the working capital facility liability: |  |              |   |  |              |  |              |              | 
|Short term advances/facilities drawn down                        |  |              | - |  |              |  | (23,941,251  | )            | 
|Discounted receivables*                                          |  |              | - |  |              |  | -            |              | 
|                                                                 |  |              | - |  |              |  | (23,941,251  | )            | 
|Less: other amounts outstanding under the facility:              |  |              |   |  |              |  |              |              | 
|Letters of credit outstanding                                    |  |              | - |  |              |  | (167,722,379 | )            | 
|Working capital credit facility available for use                |  |              | - |  |              |  | 78,336,370   |              | 



* Under the revised
facility, discounted receivables which are non-recourse are not included in the available for use balance as they fall within the
separate $80.0 million facility with BNP Paribas. As at December 31, 2013, there were $24,990,929 in discounted receivables outstanding,
with $55,009,071 of the non-recourse discounting facility remaining available for use.



The cash deposit on working capital facility
at December 31, 2013, as separately disclosed in note 7, included restricted cash of $28,749,544 (2012 - $37,340,631) which was
being maintained as a security margin for the facility. In addition, inventory of $87,144,665 (2012 - $128,032,234) and trade receivables
of $64,781,779 (2012 - $80,564,430) also secured the facility at December 31, 2013. The trade receivable balance securing the facility
at December 31, 2013, included $37,590,034 (2012 - $24,668,107) of inter-company receivables which were eliminated on consolidation.



| | - | Westpac and BSP working capital facility
| | - | ----------------------------------------

At December 31, 2013, the Company had an
approximately $37,170,000 (PGK 90,000,000) revolving working capital facility for its Downstream operations in PNG from BSP and
Westpac Bank PNG Limited (“Westpac”), shared equally between the two banks. The Westpac facility was for an initial
term of three years and was renewed in November 2011 through to November 2014. The BSP facility was renewable annually and was
renewed in August 2013 through to November 2014. As at December 31, 2013, $12,437,780 (PGK 30,115,690) of this combined facility
had been utilized. These facilities were secured by a fixed and floating charge over the assets of Downstream operations. During
the six months ended June 30, 2014, the weighted average interest rate was 8.4% (Year ended December 31, 2013 – 9.0%, Year
ended December 31, 2012 – 10.0%).



| | (e) | Secured and Unsecured Loans:
| | --- | ----------------------------



| | - | Westpac Secured Loan
| | - | --------------------

A secured loan of $15,000,000 was provided
as part of the increased Westpac working capital facility which was repayable in equal installments over 3.5 years with an interest
rate of LIBOR + 4.4% per annum. The loan was secured by a fixed and floating charge over the assets of Downstream operations. The
loan was fully repaid during the year ended December 31, 2013.



| | - | ANZ, BSP & BNP Syndicated Loan
| | - | ------------------------------

On October 16, 2012, the Company entered
into a five year amortizing $100 million syndicated secured term loan facility with BNP Paribas Singapore, Bank South Pacific Limited,
and Australia and New Zealand Banking Group (PNG) Limited. The loan was secured over the fixed assets of the refinery. The interest
rate on the loan was equal to LIBOR plus 6.5%. The loan was fully repaid during the year ended December 31, 2014 as a requirement
of the sale agreement with Puma.



| | - | BSP & Westpac Secured Facility
| | - | ------------------------------

On August 19, 2013, the Company entered
into a one year $75.0 million equivalent combined secured loan facility with Westpac and BSP to be drawn in tranches, in either
USD and/or PGK. Borrowings under the facility were to be used for exploration and drilling activities with $37.5 million available
immediately, and a further $37.5 million to be available upon the execution of an agreement in relation to the monetization of
the Elk and Antelope resource. Subsequent to the closing of the Credit Suisse A.G (“Credit Suisse”) facility noted
below, the second available tranche of $37.5 million was cancelled, and BSP and Westpac have participated within the Credit Suisse
led syndication facility. In addition, on November 15, 2013, the loan facility was further amended to reduce the combined limit
to approximately $24.8 million (PGK 60.0 million). The loan was fully repaid during the year ended December 31, 2014 as a requirement
of the sale agreement with Puma.



Consolidated Financial Statements  INTEROIL CORPORATION34







|InterOil
Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|-------------------------------------------------------------------------------------------------------------------- | 



| | 4. | Discontinued operations (cont’d)
| | -- | --------------------------------



| | (f) | Asset retirement
                                         obligations
| | --- | ---------------------------------------------------------------------



The following table shows the movement
in the asset retirement obligation during the period:



|                                                    |  | December 31, |            |   | December 31, |  |           | December 31, | 
|--------------------------------------------------- |  | ------------ | ---------- | - | ------------ |  | --------- | ------------ | 
|                                                    |  | 2014         |            |   | 2013         |  |           | 2012         | 
|                                                    |  | $            |            |   | $            |  |           | $            | 
|Opening balance                                     |  |              | 4,948,017  |   |              |  | 4,978,334 |              | 
|Accretion of provision                              |  |              | 192,282    |   |              |  | 356,830   |              | 
|Foreign exchange impact on translation of provision |  |              | -          |   |              |  | (387,147  | )            | 
|Disposal of subsidiary                              |  |              | (5,140,299 | ) |              |  | -         |              | 
|Closing balance                                     |  |              | -          |   |              |  | 4,948,017 |              | 



The reduction in the asset retirement obligation
as at December 31, 2014 is due to the divestment of the operating businesses on June 30, 2014. Prior to the divestment, the Company
had planned to dismantle the refinery and restore the site when the refinery was decommissioned. In January 2013, Management received
the final results of an independent assessment of the potential asset retirement obligations of the refinery at the time of decommissioning.
This assessment supported the value of the provision of $4,100,735 that was originally recognized in 2011 for the present value
of the estimated expenditure required to complete this obligation. The inflation factor used in the independent assessment of the
retirement obligation is 2.6% and the fair value of the best estimate was derived based on discounting the obligation to the current
period end using a discount rate of 7.78%. These costs were capitalized as part of the cost of the refinery and were being depreciated
over the life of the asset. The provision was being accreted over the remaining useful life of the refinery to bring the provision
to the estimated expenditure required at the time of decommissioning. The accretion expense for the six months ended June 30, 2014
was $192,282 (Year ended December 31, 2013 - $356,830, Year ended December 31, 2012 - $331,096).



| | 5. | Cash and cash equivalents
| | -- | -------------------------



The components of cash and cash equivalents
are as follows:



|                                 |  | December 31, |             |  | December 31, |  |            | December 31, | 
|-------------------------------- |  | ------------ | ----------- |  | ------------ |  | ---------- | ------------ | 
|                                 |  | 2014         |             |  | 2013         |  |            | 2012         | 
|                                 |  | $            |             |  | $            |  |            | $            | 
|Cash on deposit                  |  |              | 393,405,198 |  |              |  | 61,738,440 |              | 
|Bank term deposits               |  |              |             |  |              |  |            |              | 
|- Papua New Guinea kina deposits |  |              | -           |  |              |  | 228,099    |              | 
|                                 |  |              | 393,405,198 |  |              |  | 61,966,539 |              | 



In 2014, cash and cash equivalents earned
an average interest rate of 0.17% per annum (2013 – 0.09%, 2012 – 0.14%).



| | 6. | Supplemental cash flow information
| | -- | ----------------------------------



|                                                              |  | Year ended   |           
|------------------------------------------------------------- |  | ------------ | ----------
|                                                              |  | December 31, |           
|                                                              |  | 2014         |           
|                                                              |  | $            |           
|Cash paid during the period                                   |  |              |           
|Interest (including interest withholding tax)                 |  |              | 11,273,098
|Income taxes                                                  |  |              | 1,781,009 
|Interest received                                             |  |              | 1,066,804 
|Non-cash financing activities:                                |  |              |           
|Increase in share capital from:                               |  |              |           
|the exercise of share options and vesting of restricted stock |  |              | 9,732,565 
|buyback of PNGEI investor rights                              |  |              | -         
|buyback of indirect participation interests                   |  |              | 41,525,728



Consolidated Financial Statements  INTEROIL CORPORATION35







|InterOil
        Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|---------------------------------------------------------------------------------------------------------------------------- | 



| | 7. | Financial instruments
| | -- | ---------------------



| | (a) | Cash and cash equivalents
| | --- | -------------------------



With the exception of cash and cash equivalents
and restricted cash, all financial assets are non-interest bearing. Cash restricted, which mainly relates to the Credit Suisse
secured loan, is comprised of the following:



|                                                            |  | December 31, |           |  | December 31, |  |            | December 31, | 
|----------------------------------------------------------- |  | ------------ | --------- |  | ------------ |  | ---------- | ------------ | 
|                                                            |  | 2014         |           |  | 2013         |  |            | 2012         | 
|                                                            |  | $            |           |  | $            |  |            | $            | 
|Cash deposit on working capital facility (0.0%)             |  |              | -         |  |              |  | 28,749,544 |              | 
|Debt reserve for Credit Suisse secured loan (0.05%)         |  |              | 7,959,859 |  |              |  | 7,400,000  |              | 
|Cash restricted - Current                                   |  |              | 7,959,859 |  |              |  | 36,149,544 |              | 
|                                                            |  |              |           |  |              |  |            |              | 
|Bank term deposits on Petroleum Prospecting Licenses (0.7%) |  |              | 178,155   |  |              |  | 147,372    |              | 
|Cash deposit on office premises (2.7%)                      |  |              | 163,119   |  |              |  | 177,446    |              | 
|Cash deposit on ANZ, BSP and BNP secured loan (0.0%)        |  |              | -         |  |              |  | 11,240,182 |              | 
|Cash deposit on drill rig (0.0%)                            |  |              | -         |  |              |  | 5,500,000  |              | 
|Cash restricted - Non-current                               |  |              | 341,274   |  |              |  | 17,065,000 |              | 
|                                                            |  |              | 8,301,133 |  |              |  | 53,214,544 |              | 



Please refer to note 4 for details of all
facilities related to the discontinued operations.



The debt reserve for the Credit Suisse
led secured loan facility is used to support the Company’s secured loan borrowings and is equivalent to the interest payable
within six months of the first draw down on the facility.



The cash held as deposit on the drill rig
for the year ended December 31, 2013 is a result of the requirement for the Company to provide a letter of credit to a supplier
on the signing of a rig lease and services agreement. The original letter of credit was replaced in 2014 with a letter of credit
that did not require cash to be held in deposit.



Bank term deposits on PPLs are unavailable
for use while PPL 474, 475, 476 and 477 are being utilized by the Company.



| | (b) | Currency derivative contracts
| | --- | -----------------------------



The Company enters into AUD to USD foreign
currency forward contracts to minimize the foreign exchange risk in relation to the expenses to be incurred in AUD, however no
such contracts were entered into during the year ended December 31, 2014.



A gain of $nil was recognized on the non-hedge
accounted currency derivative contracts for the year ended December 31, 2014 (Dec 2013 – loss of $146,100, Dec 2012 –
gain of $11,457). This loss is included in derivative (losses)/gains in the consolidated income statement.



| | 8. | Trade and other receivables
| | -- | ---------------------------



|                                         |  | December 31, |             |  | December 31, |  |            | December 31, | 
|---------------------------------------- |  | ------------ | ----------- |  | ------------ |  | ---------- | ------------ | 
|                                         |  | 2014         |             |  | 2013         |  |            | 2012         | 
|                                         |  | $            |             |  | $            |  |            | $            | 
|Trade and other receivables              |  |              | 21,207,984  |  |              |  | 98,638,110 |              | 
|Sale proceeds receivable from Total S.A. |  |              | 545,154,761 |  |              |  | -          |              | 
|Total                                    |  |              | 566,362,745 |  |              |  | 98,638,110 |              | 



The reduction in trade and other receivables
as at December 31, 2014 is due to the divestment of the operating businesses on June 30, 2014. Other receivables mainly relates
to cash calls receivable from joint venture partners.



At December 31, 2013, $64,781,779 (Dec
2012 - $80,564,430) of the trade and other receivables secured the BNP Paribas working capital facility disclosed in note 4 (d).
This balance included $37,590,034 (Dec 2012 - $24,668,107) of intercompany receivables which were eliminated on consolidation.



Consolidated Financial Statements  INTEROIL CORPORATION36









|InterOil Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|-------------------------------------------------------------------------------------------------------------------- | 



| | 8. | Trade and other receivables
| | -- | ---------------------------



Sale proceeds receivable from Total



Refer to note 10 for details of the Total SSA.
The Interim Resource Payment, as defined under the Total SSA, due to the Company following the interim certification has been calculated
to be $593,887,429 based on a resource estimate of 7.10 Tcfe. The original expected discounted value of this cash flow as calculated
at March 31, 2014 as at year ended 2014 was $576,719,382. However, during December 2014 the Company has adjusted the expected cash
flow timing of the Interim Resource Payment to the end of 2015 to accommodate the drilling of the Antelope-6 optional appraisal
well that is included within the agreement. The Company has recalculated the carrying amount of the receivable by computing the
present value of estimated future cash flows at the original effective interest rate and the adjustment has been recognized in
profit or loss. The Company has recalculated the carrying amount of the receivable as at December 31, 2014 to be $552,512,599,
with the resulting adjustment of $24,206,783 being recognized in the income statement during the quarter ended December 31, 2014.



The Company has recognized $24,826,440 as a
result of unwinding the discount on the receivable as interest income during the year ended December 31, 2014. This interest income
has been offset by the adjustment above, resulting in net interest income of $619,657 being recognized during the year ended December
31, 2014. In addition, this receivable has been reduced by $7,357,838, which represents a portion of the carry received from Total
for development activities undertaken over PRL 15, which is to be offset against the Interim Resource Payment when due. The following
table shows the movement in the receivable during the year ended December 31, 2014.



|                                                              |  | December 31, |             |   | December 31, |  |   | December 31, | 
|------------------------------------------------------------- |  | ------------ | ----------- | - | ------------ |  | - | ------------ | 
|                                                              |  | 2014         |             |   | 2013         |  |   | 2012         | 
|                                                              |  | $            |             |   | $            |  |   | $            | 
|Initial recognition of receivable from Total                  |  |              | 551,892,942 |   |              |  | - |              | 
|Interest accretion income on receivable from Total            |  |              | 24,826,440  |   |              |  | - |              | 
|Adjustment due to change in timing of estimated cash flows    |  |              | (24,206,783 | ) |              |  | - |              | 
|less amounts received from Total for carry of appraisal costs |  |              | (7,357,838  | ) |              |  | - |              | 
|                                                              |  |              | 545,154,761 |   |              |  | - |              | 



Consolidated Financial Statements  INTEROIL CORPORATION37







|InterOil Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|-------------------------------------------------------------------------------------------------------------------- | 



| | 9. | Plant and equipment
| | -- | -------------------



|                                           |  | Refinery |              |   | Land and Buildings |  |             | Plant and Equipment |  |  | Motor Vehicles |   |  | Deferred Project Costs and Work in Progress |            |   | Totals | 
|------------------------------------------ |  | -------- | ------------ | - | ------------------ |  | ----------- | ------------------- |  |  | -------------- | - |  | ------------------------------------------- | ---------- | - | ------ | 
|At January 1, 2012:                        |  |          |              |   |                    |  |             |                     |  |  |                |   |  |                                             |            |   |        | 
|Opening net book value                     |  |          | 176,766,929  |   |                    |  | 16,783,587  |                     |  |  | 23,623,449     |   |  |                                             | 3,832,441  |   |        | 
|Additions                                  |  |          | 2,048,211    |   |                    |  | 1,505,281   |                     |  |  | 1,935,145      |   |  |                                             | 229,539    |   |        | 
|Disposals                                  |  |          | -            |   |                    |  | (1,225,329  | )                   |  |  | (993,525       | ) |  |                                             | (57,011    | ) |        | 
|Transfers from work in progress            |  |          | 4,740,349    |   |                    |  | 12,233,962  |                     |  |  | 7,392,127      |   |  |                                             | 1,550,643  |   |        | 
|Reclassification to other asset categories |  |          | (88,547      | ) |                    |  | -           |                     |  |  | 88,547         |   |  |                                             | -          |   |        | 
|Depreciation for the period                |  |          | (11,904,138  | ) |                    |  | (1,485,314  | )                   |  |  | (5,312,874     | ) |  |                                             | (1,477,509 | ) |        | 
|Exchange differences                       |  |          | (418,932     | ) |                    |  | 9,676       |                     |  |  | 256,675        |   |  |                                             | (9,911     | ) |        | 
|Closing net book value                     |  |          | 171,143,872  |   |                    |  | 27,821,863  |                     |  |  | 26,989,544     |   |  |                                             | 4,068,192  |   |        | 
|                                           |  |          |              |   |                    |  |             |                     |  |  |                |   |  |                                             |            |   |        | 
|At December 31, 2012:                      |  |          |              |   |                    |  |             |                     |  |  |                |   |  |                                             |            |   |        | 
|Cost                                       |  |          | 255,394,975  |   |                    |  | 40,715,833  |                     |  |  | 62,051,336     |   |  |                                             | 9,810,445  |   |        | 
|Accumulated depreciation                   |  |          | (84,251,103  | ) |                    |  | (12,893,970 | )                   |  |  | (35,061,792    | ) |  |                                             | (5,742,253 | ) |        | 
|Net book value                             |  |          | 171,143,872  |   |                    |  | 27,821,863  |                     |  |  | 26,989,544     |   |  |                                             | 4,068,192  |   |        | 
|                                           |  |          |              |   |                    |  |             |                     |  |  |                |   |  |                                             |            |   |        | 
|Year ended December 31, 2013:              |  |          |              |   |                    |  |             |                     |  |  |                |   |  |                                             |            |   |        | 
|Opening net book value                     |  |          | 171,143,872  |   |                    |  | 27,821,863  |                     |  |  | 26,989,544     |   |  |                                             | 4,068,192  |   |        | 
|Additions                                  |  |          | -            |   |                    |  | 627,936     |                     |  |  | 671,202        |   |  |                                             | 112,780    |   |        | 
|Disposals                                  |  |          | (156,913     | ) |                    |  | (202,341    | )                   |  |  | (817,904       | ) |  |                                             | (7,109     | ) |        | 
|Transfers from work in progress            |  |          | 5,351,782    |   |                    |  | 2,698,044   |                     |  |  | 7,422,570      |   |  |                                             | 1,403,748  |   |        | 
|Reclassification to other asset categories |  |          | -            |   |                    |  | 551,078     |                     |  |  | (551,078       | ) |  |                                             | -          |   |        | 
|Depreciation for the period                |  |          | (12,346,045  | ) |                    |  | (2,011,357  | )                   |  |  | (5,375,114     | ) |  |                                             | (1,575,983 | ) |        | 
|Exchange differences                       |  |          | -            |   |                    |  | (2,289,019  | )                   |  |  | (2,867,830     | ) |  |                                             | (475,794   | ) |        | 
|Closing net book value                     |  |          | 163,992,696  |   |                    |  | 27,196,204  |                     |  |  | 25,471,390     |   |  |                                             | 3,525,834  |   |        | 
|                                           |  |          |              |   |                    |  |             |                     |  |  |                |   |  |                                             |            |   |        | 
|At December 31, 2013:                      |  |          |              |   |                    |  |             |                     |  |  |                |   |  |                                             |            |   |        | 
|Cost                                       |  |          | 259,735,971  |   |                    |  | 40,282,049  |                     |  |  | 57,110,405     |   |  |                                             | 9,222,237  |   |        | 
|Accumulated depreciation                   |  |          | (95,743,275  | ) |                    |  | (13,085,845 | )                   |  |  | (31,639,015    | ) |  |                                             | (5,696,403 | ) |        | 
|Net book value                             |  |          | 163,992,696  |   |                    |  | 27,196,204  |                     |  |  | 25,471,390     |   |  |                                             | 3,525,834  |   |        | 
|                                           |  |          |              |   |                    |  |             |                     |  |  |                |   |  |                                             |            |   |        | 
|Year ended December 31, 2014:              |  |          |              |   |                    |  |             |                     |  |  |                |   |  |                                             |            |   |        | 
|Opening net book value                     |  |          | 163,992,696  |   |                    |  | 27,196,204  |                     |  |  | 25,471,390     |   |  |                                             | 3,525,834  |   |        | 
|Additions                                  |  |          | -            |   |                    |  | 49,207      |                     |  |  | 87,840         |   |  |                                             | -          |   |        | 
|Disposals                                  |  |          | (166,504     | ) |                    |  | -           |                     |  |  | (447,884       | ) |  |                                             | (5,767     | ) |        | 
|Transfers from work in progress            |  |          | 5,079,416    |   |                    |  | 1,560,196   |                     |  |  | 8,718,393      |   |  |                                             | 1,687,951  |   |        | 
|Reclassification to other asset categories |  |          | -            |   |                    |  | 180,897     |                     |  |  | (180,897       | ) |  |                                             | -          |   |        | 
|Depreciation for the period                |  |          | (5,824,249   | ) |                    |  | (1,554,616  | )                   |  |  | (4,220,679     | ) |  |                                             | (954,239   | ) |        | 
|Exchange differences                       |  |          | -            |   |                    |  | (38,107     | )                   |  |  | (61,581        | ) |  |                                             | (8,109     | ) |        | 
|Disposal of subsidiaries                   |  |          | (163,081,359 | ) |                    |  | (20,767,490 | )                   |  |  | (25,157,263    | ) |  |                                             | (3,552,204 | ) |        | 
|Closing net book value                     |  |          | -            |   |                    |  | 6,626,291   |                     |  |  | 4,209,319      |   |  |                                             | 693,466    |   |        | 
|                                           |  |          |              |   |                    |  |             |                     |  |  |                |   |  |                                             |            |   |        | 
|At December 31, 2014:                      |  |          |              |   |                    |  |             |                     |  |  |                |   |  |                                             |            |   |        | 
|Cost                                       |  |          | -            |   |                    |  | 9,935,809   |                     |  |  | 5,028,356      |   |  |                                             | 1,013,838  |   |        | 
|Accumulated depreciation                   |  |          | -            |   |                    |  | (3,309,518  | )                   |  |  | (819,037       | ) |  |                                             | (320,372   | ) |        | 
|Net book value                             |  |          | -            |   |                    |  | 6,626,291   |                     |  |  | 4,209,319      |   |  |                                             | 693,466    |   |        | 



Consolidated Financial Statements  INTEROIL CORPORATION38







|InterOil Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|-------------------------------------------------------------------------------------------------------------------- | 



| | 10. | Exploration and evaluation assets
| | --- | ---------------------------------



Costs of exploration and evaluation assets
which are not subject to depletion are as follows:



|                                                           |  | December 31, |             |  | December 31, |  |             | December 31, | 
|---------------------------------------------------------- |  | ------------ | ----------- |  | ------------ |  | ----------- | ------------ | 
|                                                           |  | 2014         |             |  | 2013         |  |             | 2012         | 
|                                                           |  | $            |             |  | $            |  |             | $            | 
|Infrastructure and drilling and construction equipment     |  |              | 1,759,251   |  |              |  | 205,116,854 |              | 
|Drilling consumables and spares                            |  |              | 32,659,831  |  |              |  | 20,452,801  |              | 
|Petroleum Retention License drilling programs (Unproved)   |  |              | 83,939,901  |  |              |  | 349,043,785 |              | 
|Petroleum Prospecting License drilling programs (Unproved) |  |              | 206,682,990 |  |              |  | 10,193,583  |              | 
|Gross Capitalized Costs                                    |  |              | 325,041,973 |  |              |  | 584,807,023 |              | 
|Accumulated depletion and amortization                     |  |              |             |  |              |  |             |              | 
|Unproved oil and gas properties                            |  |              | -           |  |              |  | -           |              | 
|Proved oil and gas properties                              |  |              | -           |  |              |  | -           |              | 
|Net Capitalized Costs                                      |  |              | 325,041,973 |  |              |  | 584,807,023 |              | 



The majority of the costs capitalized under
‘Petroleum Retention License drilling programs’ above relates to the exploration and development expenditure on the
Elk, Antelope and Triceratops fields. The majority of the costs capitalized under ‘Petroleum Prospecting License drilling
programs (Unproved)’ above relates to the exploratory drilling costs relating to Wahoo-1, Bobcat-1 and Raptor-1 wells.



The reduction in exploration and evaluation
assets during the year ended December 31, 2014 related to the offsetting of the exploration and development expenditure on the
Elk and Antelope field against the proceeds of the sale of an interest in PRL 15 to Total. This is in line with the requirements
for conveyance accounting for unproved property, which requires the amounts received on sale to be treated as a recovery of cost,
and only if the sale price exceeds the carrying value of property that a gain be recognized.



The following table discloses a breakdown of
the exploration and evaluation costs incurred for the periods ended:



|                                                                           |  | Year ended   |              |   | Year ended   |  |             | Year ended   | 
|-------------------------------------------------------------------------- |  | ------------ | ------------ | - | ------------ |  | ----------- | ------------ | 
|                                                                           |  | December 31, |              |   | December 31, |  |             | December 31, | 
|                                                                           |  | 2014         |              |   | 2013         |  |             | 2012         | 
|                                                                           |  | $            |              |   | $            |  |             | $            | 
|Opening balance                                                            |  |              | 584,807,023  |   |              |  | 510,669,431 |              | 
|Property Acquisition Costs                                                 |  |              | -            |   |              |  | -           |              | 
|Exploration Costs                                                          |  |              | 256,562,981  |   |              |  | 12,890,150  |              | 
|Development Costs                                                          |  |              | 194,291,826  |   |              |  | 116,127,393 |              | 
|Add: Premium paid on IPI buyback transactions                              |  |              | 41,525,728   |   |              |  | -           |              | 
|Less: IPI conveyance accounting offset against properties (note 14)        |  |              | (12,097,363  | ) |              |  | (12,451,617 | )            | 
|Less: Total S.A. conveyance accounting offset against properties           |  |              | (611,939,426 | ) |              |  | -           |              | 
|Less: Costs recovered through cash calls from joint venture partners       |  |              | (128,108,796 | ) |              |  | (42,428,334 | )            | 
|Total Costs capitalized                                                    |  |              | (259,765,050 | ) |              |  | 74,137,592  |              | 
|Closing balance                                                            |  |              | 325,041,973  |   |              |  | 584,807,023 |              | 
|Charged to expense                                                         |  |              |              |   |              |  |             |              | 
|Geophysical and other costs                                                |  |              | 34,529,478   |   |              |  | 18,793,902  |              | 
|Total charged to expense                                                   |  |              | 34,529,478   |   |              |  | 18,793,902  |              | 
|Exploration and Evaluation Assets Net Additions (capitalized and expensed) |  |              | (225,235,572 | ) |              |  | 92,931,494  |              | 



The following table discloses a breakdown of
the gain realized on conveyance of exploration and evaluation assets for the periods ended:

|                                                         |  | Year ended   |            
|-------------------------------------------------------- |  | ------------ | -----------
|                                                         |  | December 31, |            
|                                                         |  | 2014         |            
|                                                         |  | $            |            
|                                                         |  |              |            
|Gain on conveyance of oil and gas properties             |  |              |            
|Conveyance of PPL 237 interest to PRE                    |  |              | -          
|Conveyance accounting of IPI Agreement (note 14)         |  |              | -          
|Conveyance of PRL 15 interest (40.1275% of the property) |  |              | 340,540,011
|                                                         |  |              | 340,540,011



Consolidated Financial Statements  INTEROIL CORPORATION39







|InterOil Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|-------------------------------------------------------------------------------------------------------------------- | 



| | 10. | Exploration and evaluation assets (cont’d)
| | --- | ------------------------------------------



Total Sale and Purchase Agreement for
PRL 15:

On March 26, 2014, the Company signed and closed
the Total SSA, under which Total acquired through the purchase of all shares in a wholly owned subsidiary of InterOil, a gross
40.1275% interest in PRL 15, which contains the Elk and Antelope gas fields. InterOil received $401.3 million for closing the transaction,
and became entitled to receive $73.3 million upon a final investment decision for an Elk and Antelope LNG project, and $65.5 million
upon the first LNG cargo from such LNG project. In addition to these fixed amounts, Total is obliged to make variable payments
for gas amounts in PRL 15 that are in excess of 3.5 Tcfe, based on certification by two independent certifiers following the drilling
of up to three appraisal wells to be drilled in PRL 15. The gas resource payment for amounts greater than 5.4 Tcfe will be paid
at certification.



Conveyance accounting:

Based on the accounting policies followed by
the Company, conveyance accounting is triggered on the sale of a property, where applying judgment to the facts presented, it concludes
that sufficient risks and benefits of ownership has passed to the transferee. If a part of the interest in an unproved property
is sold, the amount received shall be treated as a recovery of cost. If the sales price exceeds the carrying amount of a property,
a gain shall be recognized in the amount of such excess. As the Elk and Antelope fields do not have proved reserves as at the date
of accounting for this transaction, the amounts received are first treated as a recovery of cost, and only amounts received over
the carrying amount of property is booked as a gain on conveyance of the asset.



The conveyance accounting for the Total SSA
has been recorded for in the year ended December 31, 2014. The following table presents the cash flows and the resulting gain on
conveyance that has been recorded for the year ended December 31, 2014.



|Conveyance accounting (excluding FID and cargo payments, and
 appraisal carry on wells within PRL 15) based on Gaffney Cline 
certified best case scenario of 7.10 Tcfe |  | Year ended December 31, 2014 $ |             
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | ------------
|                                                                                                                                                                        |  |                                |             
|Conveyance proceeds received                                                                                                                                            |  |                                | 401,338,497 
|Conveyance proceeds receivable                                                                                                                                          |  |                                | 593,887,729 
|                                                                                                                                                                        |  |                                | 995,226,226 
|                                                                                                                                                                        |  |                                |             
|Discounted value of cash flows                                                                                                                                          |  |                                | 953,231,438 
|Less allocation against oil and gas properties in the balance sheet                                                                                                     |  |                                | (611,939,426
|Less discounted value of cash flows payable to IPI partners                                                                                                             |  |                                | (752,001    
|Gain on conveyance for the period                                                                                                                                       |  |                                | 340,540,011 



No cash flows relating to final investment
decision or subsequent first LNG cargo payments relating to the Elk and Antelope fields have been included within the cash flows
calculation above. The discounted value of cash flows has been calculated using a discount rate of 8.23%. In deriving the discount
rate, management has used the risk free rate on US treasury securities and added a risk premium on lending for PNG.



On March 26, 2014, the Company also completed
the acquisition from IPI (as defined herein) holders of an additional 1.0536% participating interest in PRL 15 for consideration
of $41.53 million satisfied by the issuance of 688,654 common shares of the Company, plus additional variable resource payments
if interim or final resource certifications exceeds 7.0 Tcfe under the Total SSA. Accordingly, the gain on conveyance for the Total
transaction has been reduced by the discounted value of cash flows that would be payable to the IPI holders assuming a resource
estimate of 7.10 Tcfe.



At each following reporting period, the risk
free rate and the timing of expected cash flows will be assessed to take into account any changes to the underlying risk factors
used in the calculation along with changes to resource estimates. At December 31, 2014, the Company has adjusted the expected cash
flow timing of the Interim Resource Payment to the end of 2015 to accommodate the drilling of Antelope-6 optional appraisal well
that is included within the agreement. The Company has recalculated the carrying amount of the receivable from that initially calculated
at March 31, 2014, by computing the present value of estimated future cash flows at the original effective interest rate and the
adjustment has been recognized in profit or loss as income or expense. Refer to note 8 for further details regarding this adjustment.



Resource estimate used:

The cash flows listed above have been calculated
using the best case scenario provided by Gaffney Cline & Associates (“GCA”) of 7.10 Tcfe for the Elk and Antelope
fields. GCA is a recognized certifier under the Total SSA. The interim resource certification under the Total SSA will be determined
post the completion of up to three appraisal wells that will be drilled within Elk and Antelope fields prior to the certification.



Consolidated Financial Statements  INTEROIL CORPORATION40







|InterOil Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|-------------------------------------------------------------------------------------------------------------------- | 



| | 10. | Exploration and evaluation assets (cont’d)
| | --- | ------------------------------------------



The above calculation also does not take into
account any potential discovery bonus payable by Total to InterOil in the event that the required exploration well to be drilled
within the area covered by PRL 15, but outside the Elk and Antelope fields, is successful in identifying hydrocarbons.



| | 11. | Income taxes
| | --- | ------------



| | (a) | Income tax expense
| | --- | ------------------



The combined income tax expense in the consolidated
income statements reflects an effective tax rate which differs from the expected statutory rate (combined federal and provincial
rates). Differences for the years ended were accounted for as follows:



|                                                                                          |  | December 31, |              |   | December 31, |  |             | December 31, | 
|----------------------------------------------------------------------------------------- |  | ------------ | ------------ | - | ------------ |  | ----------- | ------------ | 
|                                                                                          |  | 2014         |              |   | 2013         |  |             | 2012         | 
|                                                                                          |  | $            |              |   | $            |  |             | $            | 
|Profit/(loss) before income taxes and non controlling interest from continuing operations |  |              | 219,081,760  |   |              |  | (57,975,844 | )            | 
|Statutory income tax rate                                                                 |  |              | 30.00        | % |              |  | 30.00       | %            | 
|Computed tax expense/(benefit)                                                            |  |              | 65,724,528   |   |              |  | (17,392,753 | )            | 
|                                                                                          |  |              |              |   |              |  |             |              | 
|Effect on income tax of:                                                                  |  |              |              |   |              |  |             |              | 
|(Income)/losses in foreign jurisdictions not (assessable)/deductible                      |  |              | (376,393     | ) |              |  | (4,158,530  | )            | 
|Non-deductible stock compensation expense                                                 |  |              | 1,106,252    |   |              |  | 841,840     |              | 
|Non-deductible interest expense                                                           |  |              | 754,098      |   |              |  | 658,680     |              | 
|Non-taxable gain on conveyance of exploration assets                                      |  |              | (101,455,049 | ) |              |  | (150,021    | )            | 
|Effect of currency translation on tax base                                                |  |              | 231,432      |   |              |  | 49,324      |              | 
|Tax rate differential in foreign jurisdictions                                            |  |              | (210,277     | ) |              |  | (85,267     | )            | 
|Under provision for income tax in prior years                                             |  |              | (32,983      | ) |              |  | 284,738     |              | 
|Tax losses for which no future tax benefit has been brought to account                    |  |              | 35,645,618   |   |              |  | 21,563,410  |              | 
|Other - net                                                                               |  |              | (267,796     | ) |              |  | (671,202    | )            | 
|Income tax expense from continuing operations                                             |  |              | 1,119,430    |   |              |  | 940,219     |              | 



Gains of a capital nature do not constitute
ordinary income in Papua New Guinea for taxation purposes; hence the gain on conveyance of exploration assets in the table above
is noted as non-taxable.



| | (b) | Deferred income tax
| | --- | -------------------



The gross movement on the deferred income tax
account is as follows:



|                                                         |  | December 31, |             |   | December 31, |  |            | December 31, | 
|-------------------------------------------------------- |  | ------------ | ----------- | - | ------------ |  | ---------- | ------------ | 
|                                                         |  | 2014         |             |   | 2013         |  |            | 2012         | 
|                                                         |  | $            |             |   | $            |  |            | $            | 
|At January 1                                             |  |              | 48,230,688  |   |              |  | 63,526,458 |              | 
|Charge to the income statement (continuing operations)   |  |              | (557,406    | ) |              |  | (222,981   | )            | 
|Charge to the income statement (discontinued operations) |  |              | (1,211,177  | ) |              |  | (6,782,564 | )            | 
|Disposal of subsidiaries                                 |  |              | (46,353,729 | ) |              |  | -          |              | 
|Exchange differences                                     |  |              | (108,376    | ) |              |  | (8,290,225 | )            | 
|At December 31                                           |  |              | -           |   |              |  | 48,230,688 |              | 



The movement in deferred income tax assets
and liabilities during the year, without taking into consideration the offsetting of balances within the same tax jurisdiction,
is as follows:



Consolidated Financial Statements  INTEROIL CORPORATION41







|InterOil Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|-------------------------------------------------------------------------------------------------------------------- | 



| | 11. | Income taxes (cont’d)
| | --- | ---------------------



|                                                         |  | Tax losses |             |   | Other |  |            | Tax depreciation |  |  | Unrealized foreign exchange (gains)/losses |   |  | Total |           
|-------------------------------------------------------- |  | ---------- | ----------- | - | ----- |  | ---------- | ---------------- |  |  | ------------------------------------------ | - |  | ----- | ----------
|Deferred tax assets and liabilities                      |  | $          |             |   | $     |  |            | $                |  |  | $                                          |   |  | $     |           
|At January 1, 2012                                       |  |            | 24,771,273  |   |       |  | 2,208,183  |                  |  |  | 15,679,200                                 |   |  |       | (8,582,774
|Charge to the income statement (continuing operations)   |  |            | -           |   |       |  | 13,338     |                  |  |  | 336,988                                    |   |  |       | 40,203    
|Charge to the income statement (discontinued operations) |  |            | 21,770,947  |   |       |  | 60,214     |                  |  |  | (2,233,348                                 | ) |  |       | 6,606,336 
|Exchange differences                                     |  |            | 336,733     |   |       |  | 68,849     |                  |  |  | 325,325                                    |   |  |       | 2,124,991 
|At December 31, 2012                                     |  |            | 46,878,953  |   |       |  | 2,350,584  |                  |  |  | 14,108,165                                 |   |  |       | 188,756   
|Charge to the income statement (continuing operations)   |  |            | -           |   |       |  | 151,848    |                  |  |  | (367,176                                   | ) |  |       | (7,653    
|Charge to the income statement (discontinued operations) |  |            | (2,670,996  | ) |       |  | 1,623,353  |                  |  |  | (7,543,666                                 | ) |  |       | 1,808,745 
|Exchange differences                                     |  |            | (6,110,368  | ) |       |  | (528,958   | )                |  |  | (1,497,181                                 | ) |  |       | (153,718  
|At December 31, 2013                                     |  |            | 38,097,589  |   |       |  | 3,596,827  |                  |  |  | 4,700,142                                  |   |  |       | 1,836,130 
|Charge to the income statement (continuing operations)   |  |            | -           |   |       |  | (776,253   | )                |  |  | 191,696                                    |   |  |       | 27,151    
|Charge to the income statement (discontinued operations) |  |            | (322,830    | ) |       |  | 1,531,903  |                  |  |  | (830,634                                   | ) |  |       | (1,589,616
|Disposal of subsidiaries                                 |  |            | (37,676,732 | ) |       |  | (4,349,462 | )                |  |  | (4,059,244                                 | ) |  |       | (268,291  
|Exchange differences                                     |  |            | (98,027     | ) |       |  | (3,015     | )                |  |  | (1,960                                     | ) |  |       | (5,374    
|At December 31, 2014                                     |  |            | -           |   |       |  | -          |                  |  |  | -                                          |   |  |       | -         



The Company has temporary differences and
losses carried forward in relation to exploration expenditure incurred in PNG of $903,994,344 at December 31, 2014. No deferred
tax assets have been recognized for this exploration expenditure. Management will consider the recognition of the deferred tax
assets when there is more certainty around the timing of assessable income in the Company’s operations.



The ultimate realization of deferred tax assets
is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.
Management considers the actual levels of past taxable income, scheduled reversal of deferred tax liabilities, projected future
taxable income, projected tax rates and tax planning strategies in making this assessment.



| | 12. | Trade and other payables
| | --- | ------------------------



|                                               |  | December 31, |             |  | December 31, |  |             | December 31, | 
|---------------------------------------------- |  | ------------ | ----------- |  | ------------ |  | ----------- | ------------ | 
|                                               |  | 2014         |             |  | 2013         |  |             | 2012         | 
|                                               |  | $            |             |  | $            |  |             | $            | 
|Trade payables - crude import                  |  |              | -           |  |              |  | 58,984,337  |              | 
|Trade payables - product import                |  |              | -           |  |              |  | -           |              | 
|Other accounts payable and accrued liabilities |  |              | 124,281,105 |  |              |  | 59,608,010  |              | 
|Petromin cash calls received                   |  |              | 15,435,000  |  |              |  | 15,435,000  |              | 
|Mitsui cash calls received                     |  |              | -           |  |              |  | -           |              | 
|Total trade and other payables                 |  |              | 139,716,105 |  |              |  | 134,027,347 |              | 



(a) Petromin participation in Elk and Antelope
fields

On October 30, 2008, Petromin PNG Holdings
Limited (”Petromin”), a government entity mandated to invest in resource projects on behalf of the State, entered into
an agreement to take a 20.5% direct interest in the Elk and Antelope fields if and once nominated by the State to take its legislative
interest. Petromin contributed an initial deposit and agreed to conditionally fund 20.5% of the costs of developing these fields.
The State’s (and Petromin’s) right to take an interest arises upon issuance of the Prospecting Development License
(”PDL”), which has not yet occurred. The obligation to fund its portion of the costs of developing the field, including
sunk costs, also applies upon issuance of the PDL. As at December 31, 2014, $15,435,000 in advance payments received from Petromin
has been held under ‘Petromin cash calls received’ above. At the end of the 2011 year, the parties agreed that the
agreement’s intended operation had ended, and that it should terminate. InterOil has proposed that cash contributions made
by Petromin to date to fund the development will be held and credited against the State’s obligation to contribute its portion
of sunk costs upon grant of the PDL.



Consolidated Financial Statements  INTEROIL CORPORATION42







|InterOil Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|-------------------------------------------------------------------------------------------------------------------- | 



| | 13. | Secured and unsecured loans
| | --- | ---------------------------



|                                                                      |  | December 31, |   |  | December 31, |  |             | December 31, | 
|--------------------------------------------------------------------- |  | ------------ | - |  | ------------ |  | ----------- | ------------ | 
|                                                                      |  | 2014         |   |  | 2013         |  |             | 2012         | 
|                                                                      |  | $            |   |  | $            |  |             | $            | 
|Secured loan (Westpac)  - current portion                             |  |              | - |  |              |  | -           |              | 
|Secured loan (ANZ, BSP & BNP Syndication)  - current portion          |  |              | - |  |              |  | 16,000,000  |              | 
|Secured loan (ANZ, BSP & BNP Syndication)  - deferred financing costs |  |              | - |  |              |  | (818,315    | )            | 
|Secured loan (BSP & Westpac facility)                                 |  |              | - |  |              |  | 24,780,077  |              | 
|Secured loan (BSP & Westpac facility) - deferred financing costs      |  |              | - |  |              |  | (1,012,178  | )            | 
|Secured loan (Credit Suisse)                                          |  |              | - |  |              |  | 100,000,000 |              | 
|Secured loan (Credit Suisse) - deferred financing costs               |  |              | - |  |              |  | (4,174,507  | )            | 
|Unsecured loan (Mitsui)                                               |  |              | - |  |              |  | -           |              | 
|Total current portion of loans                                        |  |              | - |  |              |  | 134,775,077 |              | 
|                                                                      |  |              |   |  |              |  |             |              | 
|Secured loan (ANZ, BSP & BNP Syndication)  - non current portion      |  |              | - |  |              |  | 68,000,000  |              | 
|Secured loan (ANZ, BSP & BNP Syndication)  - deferred financing costs |  |              | - |  |              |  | (2,318,575  | )            | 
|Secured loan (Westpac)  - non current portion                         |  |              | - |  |              |  | -           |              | 
|Total non current secured loan                                        |  |              | - |  |              |  | 65,681,425  |              | 
|                                                                      |  |              |   |  |              |  |             |              | 
|Total secured and unsecured loans                                     |  |              | - |  |              |  | 200,456,502 |              | 



Please refer to note 4 for details of all facilities
related to the discontinued operations.



| | (a) | Credit Suisse Secured Facility
| | --- | ------------------------------

On November 11, 2013, the Company entered into
a $250.0 million secured syndicated capital expenditure facility led by Credit Suisse AG related to an approved seismic data acquisition
and drilling program. In addition to Credit Suisse, the participating lenders were Commonwealth Bank of Australia (“CBA”),
ANZ, UBS AG, Macquarie Group Limited (“Macquarie”), BSP, BNP Paribas and Westpac. The facility is secured by the Company’s
existing Upstream and Corporate entities. On June 17, 2014, the Company replaced the $250.0 million facility with a $300.0 million
syndicated, senior secured capital expenditure facility through a consortium of banks led by Credit Suisse AG. The facility was
supported by the participating lenders under the original facility in addition to new banks, The Bank of Tokyo-Mitsubishi UFJ (“MUFG”)
and Societe Generale S.A (“SocGen”). The new facility has an annual interest rate of LIBOR plus 5% and matures at the
end of 2015. No drawdowns have been made under the new facility as at December 31, 2014.



During the year ended December 31, 2014 the
weighted average interest rate was 5.74% (Dec 2013 – 5.65%) and the total interest expense included in finance costs was
$4,303,388 (Dec 2013 - $471,201). In addition, financing costs relating to the loan of $16,850,197 (of which $6,143,560 relates
to the refinancing completed in June 2014 and $4,174,507 relates to the deferred financing costs as at December 31, 2013) were
expensed during the year ended December 31, 2014.



As at December 31, 2014, the Company is in
compliance with the applicable debt covenants, which included a defined calculation for gearing not to exceed 60% at any time,
and the equity does not fall below $500 million at any time.



Subsequent to the year end, on March 17,
2015, the Company has signed an amendment to further extend the maturity date on this facility to the end of 2016 with
Credit Suisse, CBA, ANZ, UBS AG, Macquarie, BSP, Westpac, MUFG and SocGen participating in the extension.



| | (b) | Mitsui Unsecured Loan
| | --- | ---------------------

On July 16, 2013, the Company entered into
a Settlement and Termination Deed with Mitsui & Co., Ltd (“Mitsui”) following the termination of the CSP JVOA on
February 28, 2013. In accordance with the Deed, the Company repaid Mitsui $6,250,000 in relation to the option to acquire interests
in the Elk and Antelope fields, $9,537,212 on July 31, 2013, $9,194,376 on August 30, 2013 and $9,394,159 on September 30, 2013
being the three installments required in relation to Mitsui’s share of capital expenditure incurred, the unsecured loan,
together with interest thereon. The facility has now been fully repaid.



Consolidated Financial Statements  INTEROIL CORPORATION43







|InterOil Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|-------------------------------------------------------------------------------------------------------------------- | 



| | 14. | Indirect participation interests
| | --- | --------------------------------



|                                                              |  | December 31, |           |  | December 31, |  |            | December 31, | 
|------------------------------------------------------------- |  | ------------ | --------- |  | ------------ |  | ---------- | ------------ | 
|                                                              |  | 2014         |           |  | 2013         |  |            | 2012         | 
|                                                              |  | $            |           |  | $            |  |            | $            | 
|Indirect participation interest (PNGDV) - current portion     |  |              | -         |  |              |  | -          |              | 
|Indirect participation interest ("IPI") - current portion     |  |              | 7,449,409 |  |              |  | 12,097,363 |              | 
|Total current indirect participation interest                 |  |              | 7,449,409 |  |              |  | 12,097,363 |              | 
|                                                              |  |              |           |  |              |  |            |              | 
|Indirect participation interest ("IPI") - non current portion |  |              | -         |  |              |  | 7,449,409  |              | 
|Total non current indirect participation interest             |  |              | -         |  |              |  | 7,449,409  |              | 
|                                                              |  |              |           |  |              |  |            |              | 
|Total indirect participation interest                         |  |              | 7,449,409 |  |              |  | 19,546,772 |              | 



During the year ended December 31, 2014, $12,097,363
of the costs incurred on the Raptor-1, Wahoo-1 and Bobcat-1 exploration wells have been allocated against the IPI liability. As
at December 31, 2014, the IPI liability relating to one remaining exploration well that is expected to be drilled within the next
twelve month period is within the current portion of the liability.



(a) Indirect participation interest (“IPI”)



The IPI balance relates to $125,000,000 received
by InterOil subject to the terms of the agreement dated February 25, 2005 between the Company and a number of investors. In exchange
InterOil had provided the investors with a 25% interest in an eight well drilling program to be conducted in InterOil’s PPL
236, 237 and 238, which have since been replaced by PPL 474, 475, 476 and 477.



Under the IPI agreement, InterOil is responsible
for drilling eight exploration wells. In the instance that InterOil proposes appraisal or completion of an exploration or development
well, the investors will be asked to contribute to the completion work in proportion to their IPI percentage and InterOil will
bear the remaining cost.



InterOil has made cash calls for the completion,
appraisal and development programs performed on the exploration or development wells that form part of the IPI agreement. Cash
calls made in advance are shown as a liability when received and reduced as amounts are spent on the extended well programs, whereas
cash calls made in arrears are shown as a reduction to amounts previously recognized as receivable as the amounts were spent on
the extended well programs. Should an investor choose not to participate in the completion works of an exploration well, the investor
will forfeit certain rights to the well in question as well as their right to convert into common shares. InterOil has drilled
seven exploration wells under the IPI agreement as at December 31, 2014.



The funds of $125,000,000 were partly accounted
for as a non-financial liability and partly as a conversion option. The non-financial liability was initially valued at $105,000,000,
being the estimated expenditures to complete the eight well drilling program, and the residual value of $20,000,000 has been allocated
to the conversion option presented under Shareholder’s equity. InterOil paid financing fees and transaction costs of $8,138,741
related to the indirect participation interest on behalf of the indirect participation interest investors in 2005. These fees have
been allocated against the non-financial liability, reducing the liability to $96,861,259. InterOil will account for the exploration
costs relating to the eight well program under the successful efforts accounting policy adopted by the Company. All geological
and geophysical costs relating to the exploration program will be expensed as incurred and all drilling costs will be capitalized
and assessed for recovery at each period.



When an investor elects to participate in a
PRL or when the investor forfeits the conversion option, conveyance accounting will be applied. This entails determination of proceeds
for the interests conveyed and the cost of that interest as represented in the ‘Oil and gas properties’ in the balance
sheet. The difference between proceeds on conveyance and capitalized costs to the interests conveyed will be recognized as gain
or loss in the income statement. As at December 31, 2014, none of the IPI investors had any conversion rights outstanding.



From the date of the agreement up to December
31, 2014, the following transactions have occurred:



(i) Increase in InterOil’s direct
interest in the IPI program by 10.915% due to the following:



| | - | Conversion of IPI interests:Prior to the year ended December 31, 2014, certain IPI
investors representing a 3.575% interest in the IPI agreement have exercised their right to convert their interest into common
shares resulting in issuance of 476,667 InterOil common shares. These conversions reduced the initial IPI liability balance by
$13,851,160 and the initial conversion option balance by $2,860,000.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Consolidated Financial Statements  INTEROIL CORPORATION44







|InterOil Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|-------------------------------------------------------------------------------------------------------------------- | 



| | 14. | Indirect participation interests (cont’d)
| | --- | -----------------------------------------



| | - | Buyback of IPI interests by the Company:Prior to the year ended December 31, 2014,
certain IPI investors representing a 6.2864% interest in the IPI agreement have sold their interest to the Company. On March 26,
2014, the Company completed the acquisition of an additional 1.0536% participating interest in PRL 15 for consideration of $41.53
million satisfied by the issue of 688,654 common shares of the Company, plus additional variable resource payments if interim or
final resource certifications exceeds 7.0 Tcfe.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(ii) Waiver or forfeiture of conversion
rights resulting in conveyance accounting



| | - | Certain IPI investors representing a 14.1386% interest in the IPI agreement have waived their right
to convert their IPI percentage into 1,885,147 common shares. As a result, conveyance was triggered on this portion of the IPI
agreement, which reduced the IPI liability by $37,091,615.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | During the year ended December 31, 2012, several IPI investors were registered on PRL 15. Under
the IPI Agreement, when an investor is registered on a PRL, they forfeit their right to convert their IPI percentage into common
shares. One of the investors now registered on PRL 15 had not previously waived their right to convert their 1% percent interest
into 133,333 common shares. Therefore, following registration on PRL 15, their conversion rights have now been forfeited and conveyance
was triggered on this portion of the IPI agreement, which reduced the IPI liability by $2,015,368.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(b) Indirect participation interest –
PNGDV



As at December 31, 2014, the balance of the
PNG Drilling Ventures Limited ("PNGDV") indirect participation interest in the Company’s phase one exploration
program within the area governed by PPL 474, 475, 476 and 477 (previously PPL 236, 237 and 238) is nil (Dec 2013 - nil, Dec 2012
- $1,384,492). This balance is based on the initial liability recognized in 2006 of $3,588,560 relating to its obligation to drill
the four exploration wells on behalf of the investors, being reduced by amounts already incurred in fulfilling the obligation.
During the year ended December 31, 2013, the remaining balance of this obligation was allocated against the costs incurred during
the year on preparatory work on two exploration wells. PNGDV has a 6.75% interest in the four exploration wells.



PNGDV also has the right to participate in
the 16 wells that follow the first four mentioned above up to an interest of 5.75% at a cost of $112,500 per 1% per well (with
higher amounts to be paid if the depth exceed 3,500 meters and the cost exceeds $8,500,000). During the year 2014, they have elected
to participate in the Raptor work program, being the first of the sixteen wells that they have the right to participate.



(c) PNG Energy Investors



On October 24, 2013, the Company entered into
an Exchange Agreement with PNGEI to buy back their 4.25% indirect participation interest percentage under the Amended IPI Agreement
dated May 12, 2004, including their interest and rights to future distributions in exchange for 100,000 common shares of the Company,
valued at $6,837,000. The full amount of this settlement has been recognized as an expense and is included under ‘exploration
costs’ in the consolidated income statement.





| | 15. | Contributions from joint venture partner
| | --- | ----------------------------------------



On July 27, 2012, the Company executed a farm
in agreement with Pacific Rubiales Energy Corp. (“PRE”) for PRE to be able to earn a 10.0% net (12.9% gross) participating
interest in the PPL (“Petroleum Prospecting License”) 237 (now reissued as PPL 475) onshore Papua New Guinea, including
the Triceratops structure located within that license. PRE's gross participating interest will be subject to the Government of
Papua New Guinea's back-in rights provided for in relevant PNG legislation. Additionally, PRE has the option to terminate the Farm-In
Agreement at various stages of the work program and to be reimbursed up to US$96.0 million of the $116.0 million initial cash payment
(which does not include carried costs) out of future upstream production proceeds.



Consolidated Financial Statements  INTEROIL CORPORATION45







|InterOil Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|-------------------------------------------------------------------------------------------------------------------- | 



| | 15. | Contributions from joint venture partner (cont’d)
| | --- | -------------------------------------------------



Pacific LNG Operations Ltd., an affiliate of
Clarion Finanz A.G., and its affiliates (“PacLNG”) are participating on a 25% beneficial equity basis in the portion
of the farm-in transaction relating to the Triceratops structure (2.5% net and 3.2% gross participating interest), by reducing
PacLNG’s indirect participating interest in the Triceratops structure. As a result, PacLNG will receive credits for 25% of
the payments PRE makes under the farm-in transaction relating to the Triceratops structure, which will be adjusted against their
cash calls receivable balance. PacLNG also received a commission fee of 2.5% of resource payments made by Pacific Rubiales (other
than carried costs). Certain other indirect participating interest holders have also elected to participate in the farm-in transaction
and are therefore also entitled to credits for 5.108116% of the payments PRE makes under the farm-in transaction relating to the
Triceratops structure, which will also be adjusted against their cash calls receivable balance. Amounts paid to PacLNG (including
commission fee) or other indirect participating interest holders as part of this transaction will be reimbursable back to the Company
(under same terms as reimbursable to PRE) if PRE exercises its option to terminate the Farm-In Agreement at any stage of the work
program.



As at December 31, 2014, PRE has paid the full
amount of the staged cash payments of $116.0 million. Based on the company’s disclosed policy on successful efforts accounting
for oil and gas properties and accounting guidance under ASC 932-360, as the payment of $20.0 million is non-refundable, conveyance
accounting was applied to this payment during the year ended December 31, 2012. The remaining $96.0 million is refundable if PRE
decides to exit the program or the agreement is not completed, hence conveyance accounting has not been triggered on this payment.
As such, cash payments received under the Initial Cash Payment are to be retained on the balance sheet as a long-term liability
until the Initial Resource Payment has been received, at which time management expects the conveyance to be triggered on these
payments. The Initial Resource Payment is payable by PRE within one month after a discovery in Triceratops is considered to be
commercial and the necessary resource certifications have been obtained.



The credit of $27.3 million due to PacLNG and
other indirect participating interest holders as a result of the Initial Cash Payment of $96.0 million has been adjusted against
their cash calls receivable balance. In addition, the 2.5% commission payable to PacLNG of $2.4 million has been paid to PacLNG
during the quarter ended June 30, 2013. However, as the $96.0 million is potentially refundable to PRE if they decide to exit the
program, the $27.3 million credit allocated to PacLNG and other indirect participating interest holders and the 2.5% commission
payable to PacLNG are also refundable from PacLNG and have therefore been recognized as a non-current receivable.



| | 16. | Share capital and reserves
| | --- | --------------------------



The authorized share capital of the Company
consists of an unlimited number of common shares with no par value and an unlimited number of preferred shares, of which 1,035,554
series A preferred shares are authorized. Each common share entitles the holder to one vote.



| | (a) | Common shares -Changes to issued share capital were as follows:
| | --- | ---------------------------------------------------------------



|                                                                              |  | Number of shares |            |   | $ | 
|----------------------------------------------------------------------------- |  | ---------------- | ---------- | - | - | 
|                                                                              |  |                  |            |   |   | 
|January 1, 2012                                                               |  |                  | 48,121,071 |   |   | 
|                                                                              |  |                  |            |   |   | 
|Shares issued on exercise of options under Stock Incentive Plan               |  |                  | 411,760    |   |   | 
|Shares issued on vesting of restricted stock units under Stock Incentive Plan |  |                  | 74,567     |   |   | 
|                                                                              |  |                  |            |   |   | 
|December 31, 2012                                                             |  |                  | 48,607,398 |   |   | 
|                                                                              |  |                  |            |   |   | 
|Shares issued on exercise of options under Stock Incentive Plan               |  |                  | 408,667    |   |   | 
|Shares issued on vesting of restricted stock units under Stock Incentive Plan |  |                  | 101,177    |   |   | 
|Shares issued on buyback of PNGEI interest                                    |  |                  | 100,000    |   |   | 
|                                                                              |  |                  |            |   |   | 
|December 31, 2013                                                             |  |                  | 49,217,242 |   |   | 
|                                                                              |  |                  |            |   |   | 
|Shares issued on exercise of options under Stock Incentive Plan               |  |                  | 127,400    |   |   | 
|Shares issued on vesting of restricted stock units under Stock Incentive Plan |  |                  | 111,505    |   |   | 
|Shares issued on buyback of IPI interest in PRL 15 (note 14)                  |  |                  | 688,654    |   |   | 
|Shares buyback                                                                |  |                  | (730,000   | ) |   | 
|                                                                              |  |                  |            |   |   | 
|December 31,2014                                                              |  |                  | 49,414,801 |   |   | 



Consolidated Financial Statements  INTEROIL CORPORATION46







|InterOil Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|-------------------------------------------------------------------------------------------------------------------- | 



| | 16. | Share capital and reserves (cont’d)
| | --- | -----------------------------------



During the year ended December 31, 2014, the
Company redeemed 730,000 common shares through market purchases at a weighted-average price of $57.16. The total purchase price
of the buyback was $41,753,893. All shares purchased by the Company were cancelled. The Company’s share capital was reduced
by an amount equal to the carrying value of the redeemed shares. The remainder was recorded as a reduction to contributed surplus
of $8,077,658, being the excess contributed surplus balance excluding the value of any outstanding share compensation related to
employee stock options and restricted stock; and a reduction to retained earnings of $19,055,444 on the consolidated statement
of changes in equity.



(b) Preferred shares -No preferred
shares are issued, or were issued at any time during the year ended December 31, 2014 (Dec 2013 – nil, Dec 2012 - nil).



(c) Nature and purpose of reserves



| | - | Foreign currency translation reserve:Exchange differences arising on translation
of foreign controlled entities are recognized in other comprehensive income and accumulated in a separate reserve within equity.
The cumulative amount has been reclassified to profit or loss on the disposal of the downstream assets to Puma during the year
2014.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Available-for-sale financial assets:Changes in the fair value and exchange differences
arising on translation of investments, such as equities classified as available-for-sale financial assets, are recognized in other
comprehensive income and accumulated in a separate reserve within equity. Amounts are reclassified to profit or loss when the associated
assets are sold or impaired.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Conversion options:This reserve was used to recognize the value of the conversion
option included in the agreement with IPI investors (refer to note 14). This balance was transferred to contributed surplus in
the year ended December 31, 2013 as none of the IPI investors had any conversion rights outstanding.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Contributed surplus:The contributed surplus reserve is used to recognize the fair
market value of employee stock options and restricted stock units that have not been forfeited or been exercised. In addition,
when IPI investors waive their conversion options, the balance in the conversion options equity account is transferred to contributed
surplus.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 17. | 2.75% convertible notes
| | --- | -----------------------



On November 10, 2010, the Company completed
the issue of $70,000,000 unsecured 2.75% convertible notes with a maturity of five years. The note holders have the right to convert
their note into common shares at any time at a conversion rate of 10.4575 common shares per $1,000 principal amount of notes (which
results in an effective initial conversion price of approximately $95.625 per share). The Company has the right to redeem the notes
if the daily closing sale price of the common shares has been at least 125% of the conversion price then in effect for at least
15 trading days during any 20 consecutive trading day period. Accrued interest on these notes is to be paid semi-annually in arrears,
in May and November of each year, commencing May 2011.



The liability component on initial recognition
after adjusting for the underwriting placement fee and transaction costs amounted to $51,992,857 and the equity component amounted
to $14,298,036. The liability component will be accreted over the five year maturity period to bring the liability back to the
carrying value. During the year ended December 31, 2013, $2,000 of notes was converted in exchange for cash, leaving $69,998,000
of convertible notes outstanding at December 31, 2013 and 2014.



The accretion expense relating to the note
liability for the year ended December 31, 2014 was $3,839,366 (Dec 2013 - $3,617,760, Dec 2012 - $3,408,951) and the cumulative
accretion expenses incurred since inception was $14,510,682. The liability component at inception of $51,992,857 combined with
the cumulative accretion of $14,510,682, less $1,545 being the debt component of the $2,000 of notes converted in 2013 results
in the year end December 31, 2014 liability balance of $66,501,994. The equity component at inception of $14,298,036 less $409
being the equity component of $2,000 notes converted in 2013 results in the year ended December 31, 2014 equity balance of $14,297,627.



In addition to the accretion, interest at 2.75%
per annum has been expensed for the year ended December 31, 2014 amounting to $1,924,945 (Dec 2013 - $1,924,959, Dec 2012 - $1,925,000).
The interest payable up to November 2014 was paid in cash.



Consolidated Financial Statements  INTEROIL CORPORATION47







|InterOil Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|-------------------------------------------------------------------------------------------------------------------- | 



| | 18. | Stock compensation
| | --- | ------------------



(a) Stock options



Options are issued at no less than market price
to directors, certain employees and to a limited number of contractor personnel. Options are exercisable for common shares on a
1:1 basis. Individuals are granted options which only vest if certain performance standards are met, with the vesting of the majority
of options issued only being reliant on the individual remaining employed with the Company for a certain time period, while the
vesting of some options granted are reliant on various performance conditions. Options vest at various dates in accordance with
the applicable individual option agreements, vesting generally between one to four years after the date of grant, have an exercise
period of three to five years after the date of grant, and are subject to the option plan rules. Upon resignation or retirement,
vested options must generally be exercised within 90 days or before expiry of the options if this occurs earlier.



|                                   |  | December 31, 2014 |          |   | December 31, 2013                 |  |        | December 31, 2012 | 
|---------------------------------- |  | ----------------- | -------- | - | --------------------------------- |  | ------ | ----------------- | 
|Stock options outstanding          |  | Number of options |          |   | Weighted average exercise price $ |  |        | Number of options | 
|Outstanding at beginning of period |  |                   | 507,400  |   |                                   |  | 49.46  |                   | 
|Granted                            |  |                   | 30,000   |   |                                   |  | 56.88  |                   | 
|Exercised                          |  |                   | (127,400 | ) |                                   |  | (17.16 | )                 | 
|Forfeited                          |  |                   | -        |   |                                   |  | -      |                   | 
|Expired                            |  |                   | -        |   |                                   |  | -      |                   | 
|Outstanding at end of period       |  |                   | 410,000  |   |                                   |  | 60.03  |                   | 



At December 31, 2014, in addition to the options
outstanding as per the above table, there were an additional 1,034,832 (2013 – 1,146,842, 2012 – 1,101,357) common
shares reserved for issuance under the Company’s 2009 stock incentive plan as approved on June 19, 2009.



|Options issued and outstanding |  | Options exercisable |        
|------------------------------ |  | ------------------- | -------
|Range of exercise prices $     |  | Number of options   |        
|41.01 to 51.00                 |  |                     | 15,000 
|51.01 to 61.00                 |  |                     | 230,000
|61.01 to 71.00                 |  |                     | 45,000 
|71.01 to 81.00                 |  |                     | 120,000
|                               |  |                     | 410,000



Aggregate intrinsic value of the 410,000 options
issued and outstanding as at December 31, 2014 is $14,813,931. Aggregate intrinsic value of 150,000 options exercisable as at December
31, 2014 is $6,115,812. The weighted-average grant-date fair value of options granted during 2014 was $40.20 (2013 - $41.77, 2012
- $36.30). The total intrinsic value of options exercised during the year ended December 31, 2014 was $1,436,582 (2013 - $4,489,908,
2012 - $7,197,804). Cash received from option exercise under all share-based payment arrangements for the year ended December 31,
2014 was $2,186,690 (2013 - $6,839,928, 2012 - $11,663,059). The weighted-average share price at the date of exercise of options
exercised during the year ended December 31, 2014 was $48.49 (2013 - $81.77, 2012 - $74.95).



The fair value of the 30,000 (2013 –
90,000, 2012 – 90,000) options granted during the year ended December 31, 2014 has been estimated at the date of grant in
the amount of $1,206,094 (2013 - $3,759,178, 2012 - $3,267,229) using a Black-Scholes pricing model. The current year compensation
expense of $2,740,367 (2013 – negative $3,154,490, 2012 – $2,903,133) was adjusted against contributed surplus under
equity and $1,436,582 (2013 - $4,489,908, 2012 - $7,197,804) was transferred to share capital on exercise of options, leaving a
net impact of $1,303,785 (2013 – negative expense of $7,644,398, 2012 – negative expense of $4,294,671) on contributed
surplus.



Consolidated Financial Statements  INTEROIL CORPORATION48







|InterOil Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|-------------------------------------------------------------------------------------------------------------------- | 



| | 18. | Stock compensation (cont’d)
| | --- | ---------------------------



The assumptions contained in the Black Scholes
pricing model are as follows:



|Year |      |  | Period |                 | Risk free interest rate (%) |  |     | Dividend yield |  |  | Volatility (%) |  |  | Weighted average expected life for options |   
|---- | ---- |  | ------ | --------------- | --------------------------- |  | --- | -------------- |  |  | -------------- |  |  | ------------------------------------------ | --
|     | 2014 |  |        | Jan 1 to Dec 31 |                             |  | 0.9 |                |  |  | -              |  |  |                                            | 65
|     | 2013 |  |        | Jul 1 to Dec 31 |                             |  | 0.6 |                |  |  | -              |  |  |                                            | 73
|     | 2013 |  |        | Jan 1 to Jun 30 |                             |  | 0.4 |                |  |  | -              |  |  |                                            | 73
|     | 2012 |  |        | Jan 1 to Dec 31 |                             |  | 0.5 |                |  |  | -              |  |  |                                            | 80



The expected volatility used in the Black Scholes
pricing model has been based on historical volatility of the Company’s common shares for the period based on the expected
life of the options.



(b) Restricted stock



Restricted stock may be issued to directors,
certain employees and to a limited number of contractor personnel under the Company’s 2009 stock incentive plan. Restricted
stock vests at various dates in accordance with the applicable restricted stock agreement, vesting generally between one to three
years after the date of grant.



|                                   |  | December 31, 2014                |          |   | December 31, 2013                                                  |  |        | December 31, 2012                | 
|---------------------------------- |  | -------------------------------- | -------- | - | ------------------------------------------------------------------ |  | ------ | -------------------------------- | 
|Restricted stock units outstanding |  | Number of restricted stock units |          |   | Weighted Average Grant Date Fair Value per restricted stock unit $ |  |        | Number of restricted stock units | 
|Outstanding at beginning of period |  |                                  | 145,668  |   |                                                                    |  | 66.97  |                                  | 
|Granted                            |  |                                  | 89,437   |   |                                                                    |  | 59.58  |                                  | 
|Exercised                          |  |                                  | (128,150 | ) |                                                                    |  | (64.74 | )                                | 
|Forfeited                          |  |                                  | (7,427   | ) |                                                                    |  | (67.76 | )                                | 
|Expired                            |  |                                  | -        |   |                                                                    |  | -      |                                  | 
|Total                              |  |                                  | 99,528   |   |                                                                    |  | 63.68  |                                  | 



The current year compensation expense of $6,922,035
(2013 - $7,925,461, 2012 - $4,978,933) was adjusted against contributed surplus under equity and $8,295,983 (2013 - $7,890,213,
2012 - $4,451,655) was transferred to share capital on vesting of stock units, leaving a net impact of $1,373,947 (2013 - $35,248,
2012 - $527,278) on contributed surplus.



| | 19. | Interest revenue
| | --- | ----------------



|                                                                                             |  | Year ended   |            
|-------------------------------------------------------------------------------------------- |  | ------------ | -----------
|                                                                                             |  | December 31, |            
|                                                                                             |  | 2014         |            
|                                                                                             |  | $            |            
|                                                                                             |  |              |            
|Interest income on short term deposits                                                       |  |              | 1,371,284  
|Interest accretion income on receivable from Total (note 8)                                  |  |              | 24,826,440 
|Adjustment due to change in timing of estimated cash flows on receivable from Total (note 8) |  |              | (24,206,783
|Interest revenue                                                                             |  |              | 1,990,941  



Consolidated Financial Statements  INTEROIL CORPORATION49







|InterOil Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|-------------------------------------------------------------------------------------------------------------------- | 



| | 20. | Finance costs
| | --- | -------------



|                                                 |  | Year ended   |           
|------------------------------------------------ |  | ------------ | ----------
|                                                 |  | December 31, |           
|                                                 |  | 2014         |           
|                                                 |  | $            |           
|                                                 |  |              |           
|Interest expense on Credit Suisse Secured Loan   |  |              | 4,303,388 
|Interest expense on Westpac and BSP Secured Loan |  |              | 1,341,127 
|Interest expense on Mitsui Unsecured Loan        |  |              | -         
|Interest expense on Convertible Notes            |  |              | 1,924,945 
|Interest accretion on Convertible Notes          |  |              | 3,839,366 
|Financing fees on Credit Suisse Secured Loan     |  |              | 16,850,197
|Financing fees on Westpac and BSP Secured Loan   |  |              | 1,172,534 
|Other finance costs                              |  |              | 555,504   
|Finance costs                                    |  |              | 29,987,061



| | 21. | Australian office closure
| | --- | -------------------------



During the year ended December 31, 2014, the
Company completed the closure of its Australian office and the transition of the functions performed by that office to its PNG
and Singapore offices. The Company incurred $12.0 million during the year ended December 31, 2014 on the completion of this restructuring,
which is included in administrative and general expenses and legal and professional fees in the consolidated income statement.



| | 22. | Earnings/(loss) per share
| | --- | -------------------------



Conversion options, convertible notes, stock
options and restricted stock units totaling 1,241,532 common shares at prices ranging from $50.70 to $95.63 were outstanding as
at December 31, 2014 and some were included in the computation of the diluted earnings per share from continuing operations for
the year ended December 31, 2014. However, the diluted instruments were not included in the computation of the diluted loss per
share from continuing operations in the years ended December 31, 2013 and December 31, 2012 because they caused the loss per share
to be anti-dilutive.



|Potential dilutive instruments outstanding               |  | Number of shares December 31, 2014 |           |  | Number of shares December 31, 2013 |  |           | Number of shares December 31, 2012 | 
|-------------------------------------------------------- |  | ---------------------------------- | --------- |  | ---------------------------------- |  | --------- | ---------------------------------- | 
|Employee stock options                                   |  |                                    | 410,000   |  |                                    |  | 507,400   |                                    | 
|Employee Restricted Stock                                |  |                                    | 99,528    |  |                                    |  | 145,668   |                                    | 
|IPI Indirect Participation interest - conversion options |  |                                    | -         |  |                                    |  | -         |                                    | 
|2.75% Convertible notes                                  |  |                                    | 732,004   |  |                                    |  | 732,004   |                                    | 
|Total stock options/shares outstanding                   |  |                                    | 1,241,532 |  |                                    |  | 1,385,072 |                                    | 



The income available to the common shareholders
and the income available to the dilutive holders, used in the calculation of the numerator in the EPS calculation for the year
ended December 31, 2014, December 31, 2013 and 2012 is the net profit/loss from continuing operations as per the Consolidated Income
Statement. This is due to the fact that the inclusion of convertible securities in the calculation would result in the EPS being
anti-dilutive.





The reconciliation between the ‘Basic’
and ‘Basic and Diluted’ shares, used in the calculation of the denominator in the EPS calculation is as follows:



Consolidated Financial Statements  INTEROIL CORPORATION50







|InterOil Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|-------------------------------------------------------------------------------------------------------------------- | 







| | 22. | Earnings/(loss) per share (cont’d)
| | --- | ----------------------------------



|                          |  | Year ended   |           
|------------------------- |  | ------------ | ----------
|                          |  | December 31, |           
|                          |  | 2014         |           
|                          |  | $            |           
|                          |  |              |           
|Basic                     |  |              | 49,619,048
|Employee stock options    |  |              | 22,559    
|Employee restricted stock |  |              | 86,609    
|Diluted                   |  |              | 49,728,216



| | 23. | Investment Accounted for using the Equity Method
| | --- | ------------------------------------------------



The Company’s interest in PNG LNG Inc.
is governed by a Shareholders’ Agreement signed on July 30, 2007 between InterOil LNG Holdings Inc., a wholly-owned subsidiary
of InterOil, and PacLNG. PNG LNG Inc. is resident in The Bahamas with subsidiaries resident in PNG and Australia, the principal
activity of which is the previously proposed joint venture of the development of an LNG plant in PNG.



As at December 31, 2014, InterOil LNG Holdings
Inc. holds 77.165% of the ‘B’ Class shares of PNG LNG Inc. However, InterOil LNG Holdings Inc. holds 52.5% economic
interest in the LNG project, subject to the exercise of PacLNG’s rights to the ‘B’ Class shares on payment of
cash calls.



As a result of the adoption of IFRS 11, effective
January 1, 2013, the Company reclassified its involvement with PNG LNG Inc. from a jointly controlled entity to a joint venture.
The Company assessed its interest in the joint arrangement as a joint venture as the assets and liabilities held in PNG LNG Inc.
and its subsidiaries are the assets and liabilities of those entities and not the assets and liabilities of the parties to the
joint arrangement. The separate vehicle was to be considered in its own right and as such the PNG LNG joint arrangement was considered
to be a joint venture. In addition, under the agreement, both parties had joint control of the arrangement as decisions about the
relevant activities of the arrangement required the unanimous consent of the parties sharing control, further indicating that the
joint arrangement was a joint venture. The Company’s interests in PNG LNG Inc. was accounted for using the equity method
of accounting.



On August 6, 2013, the Company entered into
an agreement with PacLNG in relation to their interest in the PNG LNG joint venture whereby their interest was aligned with the
interest they have in the Upstream operations of the Company, and their share of historical joint venture costs was accepted and
settled. In effecting the terms of this agreement, PacLNG will be issued 185,286 ‘B’ Class shares in the joint venture
and a net 3,565,300 shares on issue to the Company are to be cancelled. Following the alignment, the Company’s interest in
the joint venture is 77.165% and PacLNG’s interest is 22.835%.



To date the Company had recognized a deferred
gain of $9,566,992 on its contributions to PNG LNG Inc. arising from the initial contribution of assets to the joint venture which
did not have a reliably measurable fair value. This deferred gain may increase/decrease as the other joint venture partners decrease/increase
their shareholding in the project. This gain on contributions have been deferred as the JV had not reached the Final Investment
Decision (FID), received approvals from the Government of Papua New Guinea or achieved the intended structure of JV.



The transaction on August 6, 2013 reduced the
Company’s interests in PNG LNG from 84.582% (Dec 2012) to 77.165%, but increased the Company’s share of the net assets
of the joint venture from $9,922,089 to $27,124,830. Consequently the Company recognized a gain on the transaction of $2,619,420
and the carrying amount of the investment in PNG LNG increased from a net deferred gain balance of $9,222,089 as December 31, 2012
(Dec 2011 - $10,412,275) to an investment balance of $17,557,838 at December 31, 2013.



As the original intention of the joint venture
was the development of an LNG plant in PNG with PacLNG, the Company is now progressing the LNG Project development jointly with
Total S.A, hence the assets within the joint venture were assessed for impairment at December 31, 2014 and as a result, an impairment
loss was recognized by the joint venture, with a corresponding impact on the Company’s interest in the joint venture. However,
the Company’s share of losses in the joint venture exceeded the Company’s interest in the joint venture and therefore
the Company discontinued recognizing its share of further losses of the joint venture when the Company’s interest was reduced
to nil. No additional losses are provided for as the Company has no legal or constructive obligation to make payments on behalf
of the joint venture for the Company’s share of unrecognized losses/liabilities. The share of losses not recognized by the
Company for the year ended December 31, 2014 was $2,324,494 (2013 – nil, 2012 – nil).



Consolidated Financial Statements  INTEROIL CORPORATION51







|InterOil Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|-------------------------------------------------------------------------------------------------------------------- | 



| | 23. | Interests in Joint Ventures – Equity Accounted (cont’d)
| | --- | -------------------------------------------------------



Information relating to the joint venture is
set out below.



|Summarized balance sheet      |  |              |         |  | As at        |  |            |              | 
|----------------------------- |  | ------------ | ------- |  | ------------ |  | ---------- | ------------ | 
|                              |  |              |         |  |              |  |            |              | 
|                              |  | December 31, |         |  | December 31, |  |            | December 31, | 
|                              |  | 2014         |         |  | 2013         |  |            | 2012         | 
|                              |  | $            |         |  | $            |  |            | $            | 
|                              |  |              |         |  |              |  |            |              | 
|Current assets:               |  |              |         |  |              |  |            |              | 
|Cash and cash equivalents     |  |              | 124,432 |  |              |  | 124,948    |              | 
|Other current assets          |  |              | -       |  |              |  | -          |              | 
|Total current assets          |  |              | 124,432 |  |              |  | 124,948    |              | 
|Non-current assets:           |  |              |         |  |              |  |            |              | 
|Plant and equipment           |  |              | -       |  |              |  | -          |              | 
|Oil and gas properties        |  |              | -       |  |              |  | 25,723,431 |              | 
|Total non-current assets      |  |              | -       |  |              |  | 25,723,431 |              | 
|Total assets                  |  |              | 124,432 |  |              |  | 25,848,379 |              | 
|                              |  |              |         |  |              |  |            |              | 
|Current liabilities:          |  |              |         |  |              |  |            |              | 
|Trade and other payables      |  |              | 34,274  |  |              |  | 35,820     |              | 
|Due to related parties        |  |              | 43,596  |  |              |  | -          |              | 
|Total current liabilities     |  |              | 77,870  |  |              |  | 35,820     |              | 
|Total non-current liabilities |  |              | -       |  |              |  | -          |              | 
|Total liabilities             |  |              | 77,870  |  |              |  | 35,820     |              | 
|                              |  |              |         |  |              |  |            |              | 
|Net assets                    |  |              | 46,562  |  |              |  | 25,812,559 |              | 



|Summarized statement of comprehensive income        |  | Year ended   |            
|--------------------------------------------------- |  | ------------ | -----------
|                                                    |  |              |            
|                                                    |  | December 31, |            
|                                                    |  | 2014         |            
|                                                    |  | $            |            
|                                                    |  |              |            
|Interest revenue                                    |  |              | 91         
|Depreciation expense                                |  |              | -          
|Impairment expense                                  |  |              | (25,723,431
|Other expenses                                      |  |              | (42,657    
|Loss from continuing operations before income taxes |  |              | (25,765,997
|Income tax expense                                  |  |              | -          
|Loss from continuing operations                     |  |              | (25,765,997
|Other comprehensive (loss)/income                   |  |              | -          
|Total comprehensive (loss)/income                   |  |              | (25,765,997



The information above reflects the amounts
presented in the financial statements of the joint venture and not the Company’s share of those amounts. The amounts have
been amended to reflect adjustments made by the entity when using the equity method.





The following table provides a reconciliation
of the financial information above to the carrying amount of the Company’s interest in the joint venture:



Consolidated Financial Statements  INTEROIL CORPORATION52







|InterOil Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|-------------------------------------------------------------------------------------------------------------------- | 





| | 23. | Interests in Joint Ventures – Equity Accounted (cont’d)
| | --- | -------------------------------------------------------



|                                                             |  | December 31, |             |   | December 31, |  |            | December 31, | 
|------------------------------------------------------------ |  | ------------ | ----------- | - | ------------ |  | ---------- | ------------ | 
|                                                             |  | 2014         |             |   | 2013         |  |            | 2012         | 
|                                                             |  | $            |             |   | $            |  |            | $            | 
|                                                             |  |              |             |   |              |  |            |              | 
|Opening net assets January 1                                 |  |              | 25,812,559  |   |              |  | 3,896,541  |              | 
|Loss for the period                                          |  |              | (25,765,997 | ) |              |  | (410,694   | )            | 
|Adjustment to net assets resulting on alignment of interests |  |              | -           |   |              |  | 22,326,712 |              | 
|Other comprehensive income                                   |  |              | -           |   |              |  | -          |              | 
|Closing net assets                                           |  |              | 46,562      |   |              |  | 25,812,559 |              | 
|                                                             |  |              |             |   |              |  |            |              | 
|InterOil's share in %                                        |  |              | 77.165      | % |              |  | 77.165     | %            | 
|InterOil's share in $                                        |  |              | 35,930      |   |              |  | 19,918,261 |              | 
|Goodwill                                                     |  |              | -           |   |              |  | 7,206,569  |              | 
|                                                             |  |              | 35,930      |   |              |  | 27,124,830 |              | 
|Allocation against deferred gain on contributions            |  |              | (35,930     | ) |              |  | (9,566,992 | )            | 
|Investment balance at period end                             |  |              | -           |   |              |  | 17,557,838 |              | 



| | 24. | Related parties
| | --- | ---------------



(a) Key management compensation



Key management includes directors (executive
and non-executive) and executive officers. The compensation paid or payable to key management for services is shown below:



|                                                |  | December 31, |            |  | December 31, |  |            | December 31, | 
|----------------------------------------------- |  | ------------ | ---------- |  | ------------ |  | ---------- | ------------ | 
|                                                |  | 2014         |            |  | 2013         |  |            | 2012         | 
|                                                |  | $            |            |  | $            |  |            | $            | 
|Salaries and other short-term employee benefits |  |              | 11,421,468 |  |              |  | 5,388,237  |              | 
|Post-employment benefits                        |  |              | -          |  |              |  | 43,621     |              | 
|Termination benefits                            |  |              | 2,116,335  |  |              |  | 8,700,000  |              | 
|Share-based payments                            |  |              | 6,047,136  |  |              |  | 1,575,420  |              | 
|Total                                           |  |              | 19,584,939 |  |              |  | 15,707,278 |              | 



During year ended December 31, 2014, former
Chief Financial Officer, Collin Visaggio, and former Chief Operating Officer, William Jasper, retired.  Compensation paid
or payable to these officers upon their retirement was $1.5 million and $0.65 million, respectively. During the year ended December
31, 2013, former CEO Phil Mulacek and former Executive VP Christian Vinson retired.  Compensation paid or payable to these
officers upon their retirement was $7.2 million and $1.5 million respectively.



(b) Phil Mulacek consultancy services



Phil Mulacek, a former director of InterOil,
provided advisory services to the Company during the year ended December 31, 2013.  Under the agreement with Mr. Mulacek,
InterOil paid $25,000 a month for his advisory services from May 1, 2013 to December 31, 2013. Amounts paid or payable to Mr. Mulacek
for the year ended December 31, 2013 amounted to $200,000. Mr. Mulacek resigned as a director of the Company on November 14, 2013.



| | 25. | Commitments and contingencies
| | --- | -----------------------------



(a) Exploration and debt commitments



Payments due by period contractual obligations
are as follows:



Consolidated Financial Statements  INTEROIL CORPORATION53







|InterOil Corporation
        Notes to Consolidated Financial Statements
        (Expressed in United States dollars) | 
|-------------------------------------------------------------------------------------------------------------------- | 



| | 25. | Commitments and contingencies (cont’d)
| | --- | --------------------------------------



|                                             |  | Total |         |  | Less than 1 year |  |         | 1-2 years |  |  | 2-3 years |  |  | 3-4 years |        |  | 4-5 years |  |        | More than 5 years | 
|-------------------------------------------- |  | ----- | ------- |  | ---------------- |  | ------- | --------- |  |  | --------- |  |  | --------- | ------ |  | --------- |  | ------ | ----------------- | 
|                                             |  | '000  |         |  | '000             |  |         | '000      |  |  | '000      |  |  | '000      |        |  | '000      |  |        | '000              | 
|Petroleum prospecting and retention licenses |  |       | 428,290 |  |                  |  | 46,560  |           |  |  | 82,047    |  |  |           | 91,400 |  |           |  | 94,358 |                   | 
|Convertible notes obligations                |  |       | 71,763  |  |                  |  | 71,763  |           |  |  | -         |  |  |           | -      |  |           |  | -      |                   | 
|                                             |  |       | 500,053 |  |                  |  | 118,323 |           |  |  | 82,047    |  |  |           | 91,400 |  |           |  | 94,358 |                   | 



The amount pertaining to the petroleum prospecting
and retention licenses represents the amount the Company has committed on these licenses as at December 31, 2014. On March 6, 2014,
the Company’s applications for new petroleum prospecting licenses were approved with PPL 474 replacing PPL 236, PPL 475 replacing
PPL 237, and PPL 476 and PPL 477 replacing PPL 238 and included new license commitments. The new commitments require the Company
to spend an additional $369.7 million over the remainder of their six year term.



Further, the terms of grant of PRL 39 requires
the Company to spend a further $58.6 million on the license area by the end of 2018.



The Company’s commitments of $120.0 million
as a result of rig leasing contracts are included within the petroleum prospecting and retention licenses commitments above.



(b) Operating lease commitments –
Company as lessee



The Company leases various commercial office
properties, residential apartments, motor vehicles and office equipment under non-cancellable operating lease agreements. The remaining
lease terms are between 1 and 4 years, and the majority of lease agreements are renewable at the end of the lease period at market
rate.



The future aggregate minimum lease payments
under non-cancellable operating leases are as follows:



|                                             |  | December 31, |           |  | December 31, |  |            | December 31, | 
|-------------------------------------------- |  | ------------ | --------- |  | ------------ |  | ---------- | ------------ | 
|                                             |  | 2014         |           |  | 2013         |  |            | 2012         | 
|                                             |  | $            |           |  | $            |  |            | $            | 
|Not later than 1 year                        |  |              | 4,026,169 |  |              |  | 15,512,578 |              | 
|Later than 1 year and not later than 5 years |  |              | 1,640,762 |  |              |  | 9,715,551  |              | 
|Later than 5 years                           |  |              | -         |  |              |  | 2,445,040  |              | 
|Total                                        |  |              | 5,666,931 |  |              |  | 27,673,169 |              | 



Lease payments for the year ended December
31, 2014 in the income statement amounted to $16,665,539. This amount also includes new leases and renewals of leases negotiated
during the year 2014.



(c) Contingencies:



From time to time the Company is involved in
various claims and litigation arising in the course of its business. While the outcome of these matters is uncertain and there
can be no assurance that such matters will be resolved in the Company’s favor, the Company does not currently believe that
the outcome of adverse decisions in any pending or threatened proceedings or any amount which it may be required to pay by reason
thereof would have a material adverse impact on its financial position, results of operations or liquidity.



Oil Search Limited dispute under PRL
15 joint venture operating agreement:

On March 27, 2014 the Company received notification
from Oil Search Limited of a dispute under the Joint Venture Operating Agreement relating to PRL 15 in Papua New Guinea. 
The dispute relates to the sale by the Company of a subsidiary, SPI (200) Limited, to Total. The entity held a 40.1% interest in
PRL 15 at the time of the sale. The matter had been referred to arbitration and was heard in late November 2014 by the International
Court of Arbitration (ICC).  On February 10, 2015, the ICC arbitration panel delivered its award whereby the panel dismissed
all claims against the Company and declared that Total is a party to the PRL 15 Joint Venture Operating Agreement.



| | 26. | Subsequent events
| | --- | -----------------



Subsequent to the year end, on March
17, 2015, the Company has signed an amendment to further extend the maturity date on the Credit Suisse secured facility to
the end of 2016 with Credit Suisse, CBA, ANZ, UBS AG, Macquarie, BSP, Westpac, MUFG and SocGen participating in the
extension.



Consolidated Financial Statements  INTEROIL CORPORATION54