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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549
   Form 40-F  o
    
    Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
 þ
    
    Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended December 31, 2004
    
    Commission File Number: 001-32179
  
 InterOil Corporation   New Brunswick, Canada
(Province or Other Jurisdiction of Incorporation or Organization) 1311
(Primary Standard Industrial Classification Code) Not Applicable
(I.R.S. Employer Identification Number) Suite 5300, Commerce Court West, 199 Bay St.
Toronto, Ontario M5L 1B9, Canada
(416) 869-5500
(Address and Telephone Number of Registrants Principal Executive Offices) Gary M. Duvall
25025 I-45 North, Suite 420
The Woodlands, Texas 77380
(281) 292-1800
(281) 292-0888 (facsimile)
Name, Address (Including Zip Code), and Telephone Number
(Including Area Code) of Agent for Service in the United States) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of Each Class
    
    Name of Each Exchange On Which RegisteredCommon Shares
    
    American Stock Exchange
 Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None For annual reports, indicate by check mark the information filed with this form: þ Annual Information Form
    
    þ Audited Annual Financial Statements
 Indicate the number of outstanding shares of each of the issuers classes of capital or common
stock as of the close of the period covered by the annual report. As of December 31, 2004, 28,310,884 common shares were outstanding. Indicate by check mark whether the registrant by filing the information contained in this form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934 (the Exchange Act). If Yes is marked, indicate the filing
number assigned to the registrant in connection with such rule  o Yes 82-     þ No Indicate by check mark whether the registrant: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past
90 days.  þ Yes     o No








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PRINCIPAL DOCUMENTS The following documents have been filed as part of this Annual Report on Form 40-F: A. Annual Information Form The 2004 annual information form for InterOil Corporation (the Company) is included herein by
reference. B. Audited Annual Financial Statements The audited consolidated financial statements, including the report of the auditors with respect thereto are
included herein by reference. For a reconciliation of important differences between Canadian and
United States generally accepted accounting principles, see Note 24 of the Notes to the audited
consolidated financial statements incorporated herein by reference. C. Managements Discussion and Analysis The Companys management discussion and analysis of financial conditions and results of operations
is included herein by reference. CONTROLS AND PROCEDURES Please see the section titled Evaluation of Disclosure Controls and Procedures in the Companys
Managements Discussion and Analysis, which is included herein by reference. AUDIT COMMITTEE The audit committee does not include a financial expert as defined by SEC Rules. As a foreign
private issuer we are not subject to the SEC and the AMEX audit committee rules until July 31,
2005. We are in the process of ensuring that our audit committee satisfies these requirements. As
part of the assessment of our audit committee, we will evaluate whether to designate a member of
our audit committee as a financial expert. We believe that all of the members of our audit
committee possess the financial expertise necessary for the audit committee to properly fulfill its
purpose. CODE OF ETHICS We have adopted a Code of Business Conduct. All of our employees, directors and officers must
follow our Code of Business Conduct, which provides guidelines for ethical behavior. This Code of
Business Conduct includes additional guidelines for our financial officers, including the Chief
Executive Officer, Chief Financial Officer and other senior financial officers. The Code of
Business Conduct is accessible on our website at www.interoil.com. We will also provide to any
person, without charge, upon request, a copy of the Code of Business Conduct. Requests must be
made in writing to the Company Secretary of InterOil Corporation at Suite 2, Level 2, Orchid Plaza,
79 Abbott Street, PO Box 6567, Cairns, QLD 4870, Australia. PRINCIPAL ACCOUNTANT FEES AND SERVICES Audit Fees Paid to Independent Auditors.Fees paid for professional services rendered related to
the audit of the Companys annual consolidated financial statements and review of the quarterly
consolidated financial statements for the year ended December 31, 2003 by KPMG were $89,668. For
the year ended December 31, 2004, fees paid and payable for professional services rendered by KPMG
for the annual audit and quarterly reviews were $324,337, including out-of-pocket expenses. Audit-related Fees.Fees paid for professional services rendered related to audit-related services
for the Company for the year ended December 31, 2003 by KPMG were $14,836. For the year ended
December 31, 2004, fees paid and payable for professional services rendered by KPMG for
audit-related fees were $197,182, including out-of-pocket expenses.




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Tax Fees.Fees paid for professional services rendered related to tax services for the Company for
the year ended December 31, 2003 by KPMG were $39,088. For the year ended December 31, 2004, fees
paid and payable for professional services rendered by KPMG for tax fees were $28,234, including
out-of-pocket expenses. All Other Fees.Fees paid for professional services rendered related to all other services for the
Company for the year ended December 31, 2003 by KPMG were $21,390. For the year ended December 31,
2004, fees paid and payable for professional services rendered by KPMG for all other fees were
$129,772, including out-of-pocket expenses. All of the services provided by the Companys independent auditors during 2003 and 2004 were
pre-approved by the audit committee. OFF BALANCE SHEET ARRANGEMENTS Please see the section titled Off Balance Sheet Arrangements in the Companys Managements
Discussion and Analysis, which is included herein by reference. CONTRACTUAL OBLIGATIONS Please see the section titled Contractual Obligations and Commitments in the Companys
Managements Discussion and Analysis, which is included herein by reference. AMEX CORPORATE GOVERNANCE The Companys common shares are listed on The American Stock Exchange (AMEX). Section 110
of the AMEX company guide permits AMEX to consider the laws, customs and practices of
foreign issuers in relaxing certain AMEX listing criteria, and to grant exemptions from AMEX
listing criteria based on these considerations. A company seeking relief under these
provisions is required to provide written certification from independent local counsel that
the non-complying practice is not prohibited by home country law. A description of the
significant ways in which the Companys governance practices differ from those followed by
domestic companies pursuant to AMEX standards is as follows: Shareholder Meeting Quorum Requirement: The AMEX minimum quorum requirement for a
shareholder meeting is one-third of the outstanding shares of common stock. In addition, a
company listed on AMEX is required to state its quorum requirement in its bylaws. The
Companys quorum requirement is set forth in its By-Laws. A quorum for a meeting of members
of the Company is two persons present in person, each being a shareholder entitled to vote
thereat, or a duly appointed proxy for an absent shareholder so entitled. Proxy
Delivery Requirement: The AMEX requires the solicitation of proxies and delivery of proxy
statements for all shareholder meetings, and requires that these proxies shall be solicited
pursuant to a proxy statement that conforms to SEC proxy rules. The Company is a foreign
private issuer as defined in Rule 3b-4 under the
Securities Exchange Act of 1934, and the equity securities of the
Company are accordingly exempt from the proxy rules set forth in Sections 14(a), 14(b),
14(c) and 14(f) of the Securities Exchange Act of 1934, as amended. The Company solicits
proxies in accordance with applicable rules and regulations in Canada. The foregoing are consistent with the laws, customs and practices in Canada. UNDERTAKINGS The Registrant undertakes to make available, in person or by telephone, representatives to
respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so
by the Commission staff, information relating to: the securities registered pursuant to Form 40-F;
the securities in relation to which the obligation to file an annual report on Form 40-F arises; or
to transactions in said securities. CONSENT TO SERVICE PROCESS The Company has previously filed a Form F-X in connection with the class of securities in
relation to which the obligation to file this report arises.




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SIGNATURES Pursuant to the requirements of the Exchange Act, the registrant certifies that it meets all
of the requirements for filing on Form 40-F and has duly caused this
Annual Report to be
signed on its behalf by the undersigned, thereunto duly authorized. INTEROIL CORPORATION/s/ Phil E. MulacekPhil E. MulacekChairman of the Board,
Chief Executive Officer and
President Date: March 31, 2005




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EXHIBIT INDEX The
following exhibits have been filed as part of this Annual Report: EXHIBITNUMBER
    
    DESCRIPTION1.
    
    
    Annual Information Form for the year ended December 31, 20042.
    
    
    Audited annual consolidated financial statements for the
year ended December 31, 2004, including a reconciliation to
United States generally accepted accounting principles3.
    
    
    Managements Discussion and Analysis for the year ended
December 31, 20044.
    
    
    Consent of KPMG dated March 31, 20055.
    
    
    Certification of Chief Executive Officer pursuant to Rule
13a-14(a) or 15d-14 of the Securities Exchange Act of 19346.
    
    
    Certification of Chief Financial Officer pursuant to Rule
13a-14(a) or 15d-14 of the Securities Exchange Act of 19347.
    
    
    Certification of Chief Executive Officer pursuant to Rule
13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act
of 1934 and Section 1350 of Chapter 63 of Title 18 of the
United States Code8.
    
    
    Certification of Chief Financial Officer pursuant to Rule
13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act
of 1934 and Section 1350 of Chapter 63 of Title 18 of the
United States Code