UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)

INTEROIL CORPORATION

(Name of Issuer)

Common Shares, No Par Value Per Share 

(Title of Class of Securities)

   460951106  

(CUSIP Number)

Arthur F. McMahon, III

425 Walnut Street, Suite 1800

Cincinnati, Ohio  45202

(513) 381-2838

(Name, Address and Telephone Number of Persons

Authorized to Receive Notices and Communications)

April 22, 2016

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 132-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) relates to the common shares, no par value per share (the “Common Shares”), of InterOil Corporation, a Yukon corporation (the “Company”), and amends the Schedule 13D filed by Mr. Phil E. Mulacek, Five Sterling LP, the Sterling Mulacek Trust, Petroleum Independent & Exploration, LLC and Mr. Gerard Rene Jacquin (together, the “Reporting Persons”) on March 29, 2016, as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons on April 21, 2016 (the “Original Schedule 13D”). The principal executive offices of the Company are located at 163 Penang Road, #06-02 Winsland House II, Singapore 238463. The ownership percentages of the Reporting Persons were calculated based on 49,572,811 Common Shares outstanding, as reported as of December 31, 2015 on the Form 40-F filed by the Company on March 30, 2016.

This Amendment No. 2 is being filed by the Reporting Persons to furnish the additional information set forth herein. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Original Schedule 13D. Capitalized terms used herein and not defined herein have the meanings assigned to them in the Original Schedule 13D.

This Amendment No. 2 makes no amendments to the information in Item 2 of the Original Schedule 13D.

This Amendment No. 2 makes no amendments to the information in Item 3 of the Original Schedule 13D.

Item 4 is amended by adding the following:

(d), (f) - (g) On April 22, 2016, Mr. Mulacek and PIE withdrew the Application and voluntarily dismissed the related legal proceedings before the Supreme Court of Yukon. Mr. Mulacek and PIE took these actions based on the Company’s assurance that each of the Proposals will be placed on the agenda for, and voted on by the holders of the Common Shares at, the Annual Meeting on June 14, 2016. Mr. Mulacek and PIE informed the Company of the decision to withdraw the Application in a letter from their counsel dated April 22, 2016 (the “April 22^nd Letter”), and issued a press release announcing their decision on April 25, 2016 (the “April 25^th Press Release”).

The April 22^nd Letter also noted that in connection with its decision to withdraw the Application, Mr. Mulacek and PIE wished to agree with the Company on a set of protocols intended to ensure that the Annual Meeting is conducted in a manner that is fair to all holders of the Common Shares, that the Proposals are given full and fair consideration at the Annual Meeting and that stockholder votes on the Proposals and other matters are calculated accurately (the “Meeting Protocols”). On April 25, 2016, counsel for Mr. Mulacek and PIE delivered the Meeting Protocols to the Company (the “April 25^th Letter”). In letters dated April 25, 2016, in response to the April 22^nd Letter, and April 27, 2016, in response to the April 25^th Letter, the Company declined without explanation to consider the Meeting Protocols.

By its letter dated May 2, 2016 (the “May 2^nd Letter”), counsel for Mr. Mulacek and PIE notified the Company that the Company was required to provide updates as of the Annual Meeting record date of April 25, 2016, to the shareholders lists previously provided to Mr. Mulacek and PIE by the Company, but such updates had not been received. The May 2^nd Letter also stated that if such updates were not received by the close of business in Whitehorse, Yukon, on May 3, 2016, the Reporting Persons would file an application in the Supreme Court of Yukon seeking an order for the Company to produce and provide such lists immediately.

The foregoing discussion is qualified in its entirety by reference to the April 22^nd Letter, the April 25^th Press Release, the Meeting Protocols, the April 25^th Letter and the May 2^nd Letter, the texts of which are filed as exhibits to this Amendment No. 2.

The Reporting Persons understand that the Company intends to oppose the Proposal to reduce the number of directors on the board of the Company to six, and perhaps other Proposals, and to solicit proxies from the holders of the Common Shares to vote against such Proposals. Accordingly, the Reporting Persons currently expect that Mr. Mulacek and PIE will solicit proxies to vote in favor of all the Proposals from some or all of the holders of the Common Shares.

In addition to soliciting proxies to vote in favor of the Proposals, if necessary Mr. Mulacek and PIE may take a number of further actions, including nominating one or more candidates for election to the Board at the Annual Meeting and seeking redress from the courts.

The Company is a “foreign private issuer” as defined in Rule 3b-4 promulgated under the Act, and the equity securities of the Company, including the Common Shares, are accordingly exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the Act. Mr. Mulacek and PIE will solicit proxies from holders of the Common Shares, if at all, in accordance with applicable rules and regulations in Canada. This Item 4 is not, itself, a solicitation of proxies for the Annual Meeting, and holders of Common Shares should not rely on the information in this Item 4 regarding the voting of their Common Shares or the furnishing of proxies for the Annual Meeting.

This Amendment No. 2 makes no amendments to the information in Item 5 of the Original Schedule 13D.

Each of Mr. Mulacek, Five Sterling, the Trust and PIE disclaims membership in a group with Mr. Jacquin and each other. Mr. Jacquin disclaims membership in a group with each of the other Reporting Persons.  The filing of the Original Schedule 13D or this Amendment No. 2 shall not be construed as an admission that Mr. Mulacek is the beneficial owner of any of the Common Shares that Five Sterling, the Trust or PIE may be deemed to beneficially own.

Item 6 is amended by adding the following:

The discussion in Item 4 above of this Amendment No. 2 is incorporated into this Item 6.

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Exhibit 99.1

WILDEBOER DELLELCE LLP

April 22, 2016

BY EMAIL

Ms. Sheree Ford

General Counsel and Corporate Secretary

InterOil Corporation

163 Penang Road

#06 – 02 Winsland House II

Singapore 238463

Dear Ms. Ford:

Re: Requisition of Shareholder Meeting

I write in reply to your letter of April 20, 2016, concerning the response of InterOil Corporation (“InterOil”) to the requisition dated March 21, 2016 (the “Requisition”) submitted by Mr. Phil Mulacek and other shareholders (the “Concerned InterOil Shareholders”) to the board of directors (the “Board”) of InterOil.

The Concerned InterOil Shareholders appreciate the Board’s decision to finally comply with its obligations under the Business Corporations Act (Yukon) by agreeing to include all of the proposals in the Requisition on the agenda of the annual general and special meeting of shareholders on June 14, 2016 (the “AGM”). The Concerned InterOil Shareholders are deeply disappointed, however, that InterOil only reached this decision after a full month of correspondence, meetings and, ultimately, litigation between the parties at a cost of thousands of dollars in legal and other fees and costs (on both sides). Rather than InterOil, first, denying that the Requisition had been properly submitted and then opposing the Concerned InterOil Shareholders’ action in the Yukon Supreme Court to call a special meeting to consider the Requisition matters, this waste of resources could and would have easily been avoided had InterOil simply responded to my letter of April 10, 2016, that the Requisition business would be addressed at the AGM.

In light of the Board’s decision, the Concerned InterOil Shareholders intend in good faith to terminate the current litigation in the Supreme Court of Yukon between Philippe E. Mulacek, Petitioner, and InterOil Corporation, Respondent (S.C. No. 16-A0002), at the hearing in this matter scheduled for 10 a.m. PDT on April 22, 2016. Thereafter, we look forward to working with InterOil’s counsel in good faith to agree on a fair and equitable set of protocols to govern conduct of the AGM. Please note that if InterOil fails to negotiate in good faith to agree to the meeting protocols in a reasonable period of time, the Concerned InterOil Shareholders will take

any and all steps to secure a fair and transparent meeting process, including again invoking the Supreme Court of Yukon’s jurisdiction in these matters.

Sincerely,

/s/ MARK WILSON

Mark Wilson

Exhibit 99.2

FOR IMMEDIATE RELEASE:

April 25, 2016

Concerned InterOil Shareholders Achieve Full Compliance of InterOil with Requisition

HOUSTON, TEXAS – April 25, 2016 – The founding shareholder and former chairman and Chief Executive Officer of InterOil Corporation (“InterOil” or the “Company”) (NYSE:IOC), Phil Mulacek, and Petroleum Independent & Exploration, LLC (the “Concerned InterOil Shareholders”), announced today that InterOil had finally agreed to comply with its obligations under the Business Corporations Act (Yukon) to permit the shareholders of the Company to vote on the shareholder resolutions that were included in the March 21, 2016 requisition (the “Requisition”) of a special meeting of shareholders (the “Special Meeting”) made by the Concerned InterOil Shareholders and certain other shareholders who collectively own over 7.5% of the issued and outstanding shares of the Company. Mr. Mulacek said that in view of the Company’s agreement, the Concerned InterOil Shareholders have terminated legal proceedings previously instituted against the Company seeking to require compliance, and the Requisition resolutions will be placed on the agenda of the Company’s annual general and special meeting to be held on June 14, 2016(the “AGM”).

“The Concerned InterOil Shareholders appreciate the InterOil Board’s decision to finally comply with its legal obligation to allow InterOil’s shareholders to express their views on the proposals in the Requisition,” Mr. Mulacek said. “We are deeply disappointed, however, that InterOil only reached this decision after more than four weeks of correspondence, notices, meetings and, ultimately, litigation between the parties at a cost of thousands of dollars in legal and other fees and costs on both sides. InterOil first denied that the Requisition had been properly submitted in March 2016, and then opposed the Concerned InterOil Shareholders’ action in the Yukon Supreme Court to call a Special Meeting to consider the Requisition matters. This waste of resources could and would have easily been avoided had InterOil simply confirmed to us after the Requisition was submitted that our proposals would be addressed at the AGM.”

Mr. Mulacek continued, “We will post the pleadings in this case on our website, www.ConcernedInterOilShareholders.com, so that InterOil’s shareholders may see for themselves how InterOil’s Board and management tried to prevent the Requisition proposals from coming before the shareholders in disregard of basic shareholder rights.”

Mr. Mulacek noted that in view of InterOil’s conduct to date, it was important for the parties to agree in good faith on a fair and equitable set of protocols to govern conduct of the AGM. However, Mr. Mulacek also stated that if InterOil fails on its part to negotiate in good faith so that protocols are agreed in a reasonable period of time, “the Concerned InterOil Shareholders will take any and all steps to secure a fair and transparent meeting process, including again invoking the Supreme Court of Yukon’s jurisdiction in these matters.”

The terminated action was originally filed in the Supreme Court of Yukon, Philippe E. Mulacek, Petitioner, and InterOil Corporation, Respondent (S.C. No. 16-A0002) (the “Yukon Action”).

Background

On March 21, 2016, the Concerned InterOil Shareholders and certain other shareholders delivered the Requisition to the Company, and in the Requisition, the Concerned InterOil Shareholders requested that the Company call the Special Meeting and include several resolutions focused on improving the corporate governance of InterOil (the “Proposals”).

The Company did not acknowledge publicly that it had received the Requisition for ten days, until after the Concerned InterOil Shareholders issued a press release on March 31, 2016.

On April 1, 2016, InterOil wrote to Mr. Mulacek, proposing to meet to discuss the Proposals. In the interests of avoiding further delay in adopting the Proposals in connection with the Special Meeting, Mr. Mulacek - after consultation with other shareholders - readily agreed to the meeting. The meeting was finally held on April 8, 2016 to accommodate representatives of the Company, only one business day before InterOil was required to call the Special Meeting. By this time, Mr. Mulacek had received significant supportive feedback from numerous InterOil shareholders, and he came prepared to constructively discuss the Proposals with the Company. Much to his disappointment, it quickly became clear that InterOil’s representatives had no intention of discussing the Proposals. After requesting Mr. Mulacek to repeat the Proposals, InterOil’s representatives vaguely replied that they would consider the Proposals and respond when appropriate.

InterOil had until April 11, 2016 to call the Special Meeting, but made no announcement to that effect, nor did it confirm that the Proposals would be included for consideration by InterOil’s shareholders at the AGM. After receiving a letter from the Concerned InterOil Shareholders’ counsel on April 10, 2016, the Company finally responded with a letter on April 11, 2016, that suggested the Requisition had not been validly delivered (despite being received by the Company), and proposed that all parties “cease all public activities and related shareholder communications in connection with these matters for a period of 15 business days,” to facilitate further discussions.

On April 12, 2016, fearing further delay or obstruction by InterOil, the Concerned InterOil Shareholders commenced the Yukon Action to call the Special Meeting to protect and ensure that InterOil shareholders have an opportunity to consider the Proposals and hold the Board accountable for the matters related to the Proposals.

On April 20, 2016, InterOil wrote a letter to the Concerned InterOil Shareholders agreeing to place all of the Proposals on the agenda for the AGM if the Yukon Action was terminated.

At a hearing for the Yukon Action on April 22, 2016, the Concerned InterOil Shareholders notified InterOil and the court that they intended to terminate the Yukon Action. Termination papers will be filed with the court shortly by the parties.

Advisors:

The Concerned InterOil Shareholders have retained Wildeboer Dellelce LLP and Taft Stettinius & Hollister LLP as its legal advisors, and Bayfield Strategy as its strategic communications advisor in connection with this matter.

About Phil Mulacek:

Mr. Mulacek is the founding shareholder of InterOil and served as chairman, CEO and a director until his retirement from the company in November, 2013. During his tenure at the company, its market capitalization grew from approximately US$10 million (~ US$0.50/share) to over US$4.5 billion (~ US$92.00/share) at his departure. The company also constructed the first petroleum refinery in Papua New Guinea, a 36,000 bpd facility at Napa Napa, with a fully integrated downstream business that contributed to support of the company.

Mr. Mulacek led InterOil’s discovery of the world-class Elk and Antelope gas fields in the Gulf Province of Papua New Guinea, with approximately 10 to 15 tcfe of certified hydrocarbon resource, and the nearby Triceratops gas field, with approximately 1 tcfe of certified hydrocarbon resource. These fields have been among the largest onshore discoveries in PNG and Asia recent years.

Since retiring from InterOil in 2013, Mr. Mulacek has remained actively involved in the upstream oil and gas industry in Papua New Guinea, the US and elsewhere globally through his affiliated companies with offices in Singapore and branch offices in the United States. He resides in Singapore.

Cautionary Statement Regarding Forward-Looking Statements:

This press release contains forward-looking statements. All statements contained in this filing that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words "anticipate," "believe," "expect," "estimate," "plan," and similar expressions are generally intended to identify forward-looking statements. These statements are based on current expectations of the Concerned InterOil Shareholders and currently available information. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. The Concerned InterOil Shareholders do not assume any obligation to update any forward-looking statements contained in this press release.

Information Contact:

For additional information on this press release and a copy of the Requisition (including the Proposals), please contact the Concerned InterOil Shareholders at +1 (832) 510-7028, or by email at info@concernedinteroilshareholders.com

Media Contact:

Bayfield Strategy, Inc.

Riyaz Lalani

+1 (416) 907-9365

rlalani@bayfieldstrategy.com

Information in Support of Public Broadcast Solicitation:

The Concerned InterOil Shareholders are relying on the exemption under section 9.2(4) of National Instrument 52-102 - Continuous Disclosure Obligations to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations.

This solicitation is being made by the Concerned InterOil Shareholders and not by or on behalf of the management of InterOil.

The address of InterOil is 163 Penang Road, Winsland House II, #06-02, Singapore, 238463.

The Concerned InterOil Shareholders have filed an information circular dated March 31, 2016 (the “Concerned InterOil Shareholders Circular”) concerning the Requisition and the Proposals. The Concerned InterOil Shareholders Circular is available on InterOil’s company profile on SEDAR at http://www.sedar.com and on the Concerned InterOil Shareholders website at http://www.concernedinteroilshareholders.com. The Concerned InterOil Shareholders have also filed a statement of beneficial ownership on Form 13-D (the “Form 13-D”), as amended, with the U.S. Securities and Exchange Commission. The Form 13-D also includes the Requisition as an Exhibit and is available at https://www.sec.gov/Archives/edgar/data/1221715/000114420416090986/v435587_sc13d.htm and on the Concerned InterOil Shareholders website at http:// www.concernedinteroilshareholders.com.

The Concerned InterOil Shareholders intend to solicit proxies in support of the Proposals. The Concerned InterOil Shareholders may solicit proxies, by mail, telephone, facsimile, email or other electronic means as well as by newspaper or other media advertising and in person by directors, officers and employees of the Concerned InterOil Shareholders who will not be specifically remunerated therefor. In addition, the Concerned InterOil Shareholders may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including press release, speech or publication, and by any other manner permitted under applicable Canadian laws. The Concerned InterOil Shareholders may engage the services of one or more agents and authorize other persons to assist them in soliciting proxies on behalf of the Concerned InterOil Shareholders.

At this time, the Concerned InterOil Shareholders have not entered into any agreement pursuant to which an agent has agreed that it will act as proxy agent for the Concerned InterOil Shareholders with respect to a formal solicitation of proxies. All costs incurred for the solicitation will be borne by the Concerned InterOil Shareholders.

A registered holder of common shares of InterOil that gives a proxy may revoke it: (a) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the form of proxy to be provided by the Concerned InterOil Shareholders, or as otherwise provided in the proxy circular, once made available to shareholders; (b) by depositing an instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing, as the case may be: (i) at the registered office of InterOil at any time up to and including the last business day preceding the day of the AGM or the day of any adjournment or postponement of the AGM, or (ii) with the chairman of the AGM prior to its commencement on the day of the AGM or any adjournment or postponement of the AGM; or (c) in any other manner permitted by law.

A non-registered holder of common shares of InterOil will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary. It should be noted that revocation of proxies or voting instructions by a non-registered holder can take several days or even longer to complete and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form to ensure it is given effect in respect of the AGM.

Neither the Concerned InterOil Shareholders, nor any directors or officers, or any associates or affiliates of the foregoing, has: (i) any material interest, direct or indirect, in any transaction since the beginning of InterOil’s most recently completed financial year or in any proposed transaction that has materially affected or would materially affect InterOil or any of its subsidiaries; or (ii) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter currently known to be acted on at the AGM, other than the Proposals set forth in the Requisition.

However, certain of the Concerned InterOil Shareholders are the beneficial holders of minority indirect participation interests in certain of InterOil’s petroleum prospecting licenses and petroleum retention licenses in Papua New Guinea under indirect participation agreements with InterOil. The Concerned InterOil Shareholders believe that these indirect participation interests are not material to InterOil but are nevertheless fully aligned and not in conflict with the interests of InterOil’s shareholders.

Exhibit 99.3

WILDEBOER DELLELCE LLP

April 25, 2016

BY EMAIL

Ms. Sheree Ford

General Counsel and Corporate Secretary

InterOil Corporation

163 Penang Road

#06 – 02 Winsland House II

Singapore 238463

Dear Ms. Ford:

Re: InterOil Annual and Special Meeting

Thank you for your letter of April 25, 2016.

Attached is a proposed protocol for the annual and special meeting to be held on June 14, 2016 (the “Meeting”) that my colleague Al Wiens sent by email to Ben Hudy and Christopher Nixon on April 21, 2016. We have not received a response to that email. I would appreciate it if you could confirm a time this week when we could discuss the proposed protocol.

Also, could you please provide supplements to the previously provided shareholder lists indicating the shareholders as of the record date for the Meeting.

Sincerely,

/s/ MARK WILSON

Mark Wilson

Encl.

Protocol for Annual and Special Meeting of InterOil Corporation to be held June 14, 2016

The following protocols shall be observed and adhered to by InterOil Corporation (“InterOil”) and the Concerned InterOil Shareholders at the annual and special meeting of InterOil to be held on June 14, 2016 (the “Meeting”):

Exhibit 99.4

WILDEBOER DELLELCE LLP

May 2, 2016

BY EMAIL

Ms. Sheree Ford

General Counsel and Corporate Secretary

InterOil Corporation

163 Penang Road

#06 – 02 Winsland House II

Singapore 238463

Dear Ms. Ford:

Re: InterOil Annual and Special Meeting

I refer to my letter to you of April 25, 2016, and my follow-up email of April 28, 2016, to your counsel, Stikeman Elliott, regarding our request for updates to the shareholder lists for InterOil Corporation (“InterOil”) previously provided to us.

As you know, the record date for the June 14, 2016 annual and special meeting (the “AGM”) was a week ago, April 25, 2016, and the Concerned InterOil Shareholders who submitted the requisition dated March 21, 2016 (the “Requisition”) are entitled under the Business Corporations Act (Yukon) (the “YCBA”) and National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting issuer (“NI 54-101”) to receive current shareholder lists as of that date in order to exercise their right to solicit support for the resolutions placed on the AGM agenda in response to the Requisition. Therefore, kindly forward the updates to my email by the close of business in Whitehorse on Tuesday, May 3, 2016. If we have not received the updates by then, we will submit a request to the Supreme Court of Yukon on Wednesday, May 4, 2016 to order InterOil to produce the updates. The Concerned InterOil Shareholders would hope to avoid the mutual expense of another court proceeding in this matter, but will have no choice if InterOil fails to comply with its legal obligations under the YBCA and NI 54-101 in a timely fashion.

I also refer to our email and letters of April 21, 22 and 25, 2016, in which we requested on behalf of the Concerned InterOil Shareholders InterOil’s agreement on a set of protocols for the AGM to help ensure that the Concerned InterOil Shareholders are, among other matters, not unfairly disadvantaged in the process of receiving and counting proxies for voting on the resolutions proposed by the Requisition. Your responses of April 25 and 27, 2016 ignoring our request were disappointing.

In response, we note two important points. First, the agreement of the Concerned InterOil Shareholders to withdraw the earlier action in the Supreme Court of Yukon requesting a separate special meeting was in good faith and contingent, in part, upon InterOil’s agreement on meeting protocols. InterOil’s failure to even discuss this issue is in bad faith, we believe, and has disturbing implications for the conduct of the AGM on a fair and equitable basis. Second, InterOil’s position does not reflect best practices in corporate governance in the context of contested shareholder meetings. Among other benefits, agreed protocols can help reduce the chances of post-meeting procedural challenges and attendant costs for both parties and potential confusion for shareholders. The Concerned InterOil Shareholders urge InterOil to reconsider its position on the requested protocols.

Sincerely,

/s/ MARK WILSON

Mark Wilson

Encl.

Exhibit 99.5

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Schedule 13D (including any and all amendments thereto) with respect to the common shares, no par value, of InterOil Corporation, and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other filing party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.

In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of March 29, 2016.