EXHIBIT 12
MATERIAL CHANGE REPORT
PURSUANT TO
NATIONAL INSTRUMENT 51-102
1. NAME AND ADDRESS OF COMPANY
InterOil Corporation ("InterOil")
Suite 2, Level 2
Orchid PLAZA 79-88 Abbott St.
Cairns, Queensland 4870
Australia
2. DATE OF MATERIAL CHANGE
June 15, 2004
3. NEWS RELEASE
InterOil filed a news release on SEDAR on June 15, 2004. A copy of the
news release is attached hereto as Appendix "A".
4. SUMMARY OF MATERIAL CHANGE
InterOil announced that the first shipment of crude oil for its refinery
has arrived at InterOil's marine terminal located across the harbour from
Port Moresby.
5 FULL DESCRIPTION OF MATERIAL CHANGE
Please see the news release attached hereto as Appendix "A".
6. RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102
Not Applicable.
7. OMITTED INFORMATION
None.
8. EXECUTIVE OFFICER
Further Information regarding the matters described in this report may be
obtained from Gary M. Duvall, Vice President, Corporate Development of
InterOil, who is knowledgeable about the details of the material change
and may be contacted at +1 281 292 1800.
9. DATED at Houston, Texas USA this 17 day of June, 2004.
INTEROIL CORPORATION
By: (Signed) "Gary M. Duvall"
-------------------------------------
Name: Gary M. Duvall
Title: Vice President - Corporate
Development
APPENDIX "A"
NEWS RELEASE
[INTEROIL LOGO]
NEWS RELEASE
INTEROIL ANNOUNCES ARRIVAL OF FIRST CRUDE OIL
SHIPMENT FOR THE REFINERY
JUNE 15, 2004 - PORT MORESBY, PAPUA NEW GUINEA - INTEROIL CORPORATION
(IOL:TSX-V) (IOC:ASX/POMSoX), a Canadian company with operations in Papua New
Guinea announced today that the first shipment of crude oil for its refinery has
arrived at InterOil's marine terminal located across the harbour from Port
Moresby. The InterOil refinery project has transformed the country from a crude
oil exporting nation that had to import its refined products to a net exporter
of refined products. The refinery has a name-plate capacity of 32,500 barrels
per day and complies with the World Bank's environmental standards. It has been
engineered to process "sweet" crude, low in sulphur, requiring few environmental
costs in the refining process. Production from the refinery will accommodate the
country's domestic requirements while also providing export product to the
surrounding region.
"We are extremely pleased with this event and proud of our achievements to
date," said Mr Phil Mulacek, CEO of InterOil. "Commissioning can now begin with
the introduction of crude oil into the processing units as we build towards full
production."
InterOil is focused on Papua New Guinea and the surrounding region, and is
developing an integrated energy business consisting of an oil refinery,
petroleum exploration, and retail assets. The majority of product from the
refinery is secured by contracts with Shell Overseas Holdings Ltd. BP Singapore
is the exclusive agent for all crude oil supplied to the refinery. In addition
to the refinery and retail assets InterOil has commenced an extensive
exploration program in Papua New Guinea.
InterOil's common shares are traded in Canada in Canadian dollars on the
TSX Venture Exchange under the symbol IOL, and on the Australian Stock Exchange,
(ASX) in CHESS Depositary Interests (CDI), in Australian dollars under the
symbol IOC which trade on a 10:1 basis to common shares. InterOil Corporation
shares also trade on the Port Moresby Stock Exchange in Papua New Guinea in the
local currency (KINA) under the symbol IOC. For more information please see the
InterOil website at: www.interoil.com.
The TSX Venture Exchange does not accept responsibility for the adequacy or
accuracy of this release.
FOR FURTHER INFORMATION:
NORTH AMERICA AUSTRALASIA
- ------------------------ ------------------------
Gary M Duvall Lisa Elhot Anesti Dermedgoglou
V.P., Corporate Development V.P., IR Counsel V.P., Investor Relations
InterOil Corporation DRG&E InterOil Corporation
gary.duvall@interoil.com lelliott@drg-e.com anesti@interoil.com
Houston, TX USA Houston, TX USA Cairns, Qld Australia
Phone: +1 281 292 1800 Phone: + 1 1713 529 6600 Phone: +617 4046 4600
CAUTIONARY STATEMENT
This press release contains forward-looking statements. All statements, other
than statements of historical facts, included in this release, including without
limitation, statements regarding our drilling plans, business strategy, plans
and objectives of management for future operations and those statements preceded
by, followed by or that otherwise include the words "believe", "expects",
"anticipates", "intends", "estimates" or similar expressions or variations on
such expressions are forward-looking statements. The Company can give no
assurances that such forward-looking statements will prove to be correct. Risks
and uncertainties include, but are not limited to, the existence of underground
deposits of commercial quantities of oil and gas; fluctuations in prices for oil
and gas production; curtailments or delays in development due to mechanical,
operating, marketing or other problems, capital expenditures that are either
significantly higher or lower than anticipated because the actual cost of
identified projects varied from original estimates, and from the number of
exploration and development opportunities being greater or fewer than currently
anticipated. The Company currently has no reserves as defined under Canadian
National Instrument 51-101 reserve definitions. See the Company's filings with
the Canadian securities regulators for additional risks and information about
the Company's business.