InterOil USA : PRESENTATION- InterOil’s value enhancing transaction with ExxonMobil – January 2017

January 2017

This document includes "forward-looking statements". All statements, other than statements of historical facts, included in this document are forward-looking statements. These statements are based on the current beliefs of InterOil Corporation ("InterOil") and Exxon Mobil Corporation ("ExxonMobil"), as well as assumptions made by, and information currently available to InterOil and ExxonMobil. No assurances can be given however, that these events will occur. Actual results could differ, and the difference may be material and adverse to the combined company and its shareholders. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of InterOil and ExxonMobil, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include in particular information and statements relating to InterOil's agreement with ExxonMobil and the ability to realize the anticipated benefits, the ability to complete the transaction, either on the anticipated timeline or at all, the ability to obtain required shareholder and court approvals for the transaction, business disruptions relating from the transaction, the outcome of any legal proceeding relating to the transaction, information or statements relating to resources, hydrocarbon volumes, well test results, the estimated timing of the LNG project, the timing and quantum of the interim resource certification and related certification payment under the Share Purchase Agreement between subsidiaries of Total S.A. and InterOil, the timing and quantum of the contingent resource payment from escrow, the costs and break- even prices and potential revenues of the LNG project, the estimated drilling times of the exploration or appraisal wells and estimated 2016 budgets and expenditures, the absence of an established market for natural gas or gas condensate in Papua New Guinea and the ability to extract and sell commercially any natural gas or gas condensate, oil and gas prices, changes in market demand for oil and gas, currency fluctuations, drilling results, field performance, the timing of well work-overs and field development, reserves depletion, fiscal and other governmental issues and approvals, and the other risk factors discussed in InterOil's and ExxonMobil's publicly available filings, including but not limited to those in InterOil's Information Circular dated January 13, 2017 (the "Information Circular"), InterOil's annual report for the year ended December 31, 2015 on Form 40-F and its Annual Information Form for the year ended December 31, 2015, and ExxonMobil's annual report for the year ended December 31, 2015 on Form 10-K.

InterOil and ExxonMobil disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable laws.

None of the securities anticipated to be issued pursuant to the proposed transaction with ExxonMobil have been or will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and any securities issued in the transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This document does not constitute an offer to sell or the solicitation of an offer to buy any securities. There can be no assurance that the transaction will occur. The proposed transaction is subject to certain approvals and the fulfilment of certain conditions, and there can be no assurance that any such approvals will be obtained and/or any such conditions will be met. Further details regarding the terms of the transaction are set out in the Amended and Restated Arrangement Agreement between InterOil and ExxonMobil dated effective July 21, 2016 and in the Information Circular, each of which is available under the profile of InterOil Corporation at www.sedar.com.

It should be noted that InterOil has no production or reserves or future net revenue as defined in National Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities ("NI 51-101") or under definitions established by the SEC.

Trillion cubic feet equivalent (Tcfe) may be misleading, particularly if used in isolation. A Tcfe conversion ratio of one barrel of oil to six thousand cubic feet of gas is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Well test results should be considered as preliminary and not necessarily indicative of long-term performance or of ultimate recovery. Well log interpretations indicating gas accumulations are not necessarily indicative of future production or ultimate recovery.

This presentation contains estimates of Contingent Resources. Contingent Resources are not, and should not be confused with, oil and gas reserves. Estimates of InterOil's Contingent Resources in this presentation are based upon the independent evaluation by GLJ of Contingent Resources for the Elk-Antelope fields as of November 30, 2016 (the "Updated GLJ Certification"), a summary of which is attached as Schedule M to the Information Circular, and the independent evaluation by GLJ of Contingent Resources for the Elk-Antelope and Triceratops fields as of December 31, 2015 ("GLJ Elk-Antelope and Triceratops Report"), each of which have been prepared in accordance with the Canadian Oil and Gas Evaluation Handbook. All of InterOil's Contingent Resources have been classified as conventional natural gas and natural gas liquids.

All of InterOil's Contingent Resources have been classified as conventional natural gas and natural gas liquids. Contingent Resources, as defined in the Canadian Oil and Gas Evaluation Handbook, are those quantities of natural gas and condensate estimated, as of a given date, to be potentially recoverable from known accumulations using established technology or technology under development, but which are not currently considered to be commercially recoverable due to one or more contingencies. The economic status of the resources is undetermined and there is no certainty that it will be commercially viable to produce any portion of the resources. There is no certainty that these Contingent Resources will be commercially viable to produce any portion of the resources and it should be noted that it is not certain that all fields / accumulations set out herein will progress to reserves. Criteria other than economics may require that InterOil's Contingent Resources be classified as Contingent Resources rather than reserves. Contingencies affecting the classification as reserves versus Contingent Resources relate to the following issues as detailed in the Canadian Oil and Gas Evaluation Handbook: ownership considerations, drilling requirements, testing requirements, regulatory considerations, infrastructure and market considerations, timing of production and development, and economic requirements.

The following classification of Contingent Resources are used in this presentation:

• Low Estimate (or 1C) means there is at least a 90 percent probability (P90) that the quantities actually recovered will equal or exceed the low estimate.

• Best Estimate (or 2C) means there is at least a 50 percent probability (P50) that the quantities actually recovered will equal or exceed the best estimate.

• High Estimate (or 3C) means there is at least a 10 percent probability (P10) that the quantities actually recovered will equal or exceed the high estimate.

The estimates of Contingent Resources provided in this presentation are estimates only and there is no guarantee that the estimated Contingent Resources will be recovered. Actual Contingent Resources may be greater than or less than the estimates provided in this in this presentation and the differences may be material.

For a discussion of the Contingent Resources project evaluation scenario, economics status and maturity subclass as well as the change, timing and development of Contingent Resources evaluated pursuant to the GLJ Elk-Antelope and Triceratops Report and the RISC Raptor and Bobcat Report, see Schedule A to InterOil's Annual Information Form for the year ended December 31, 2015 which is available on www.interoil.com or from the SEC at www.sec.gov or on SEDAR at www.sedar.com. For additional information on InterOil's interest in the Elk-Antelope Fields and the contingent resources covered by InterOil's petroleum prospecting and retention licences, see the Information Circular.

The accuracy of resource estimates is in part a function of the quality and quantity of available data and of engineering and geological interpretation and judgment. Other factors in the classification as a resource include a requirement for more appraisal wells, detailed design estimates and near-term development plans. The size of the resource estimate could be positively impacted, potentially in a material amount, if additional appraisal wells or seismic determine that the aerial extent, reservoir quality and/or the thickness of the reservoir is larger than what is currently estimated based on the interpretation of the seismic and/or well data. The size of the resource estimate could be negatively impacted, potentially in a material amount, if additional appraisal wells or seismic determine that the aerial extent, reservoir quality and/or the thickness of the reservoir are less than what is currently estimated based on the interpretation of the seismic and/or well data.

• On September 21, 2016, over 80% of the votes cast by Securityholders at a special meeting of the Securityholders were cast in favour of a proposed arrangement (the "Original Arrangement") between InterOil and ExxonMobil (or over 90% if the Common Shares believed to be held by Mr. Phil Mulacek and his associates are excluded)

• On October 7, 2016, the Supreme Court of Yukon ("the Supreme Court") rendered its decision and approved the Original Arrangement

  - Mr. Mulacek appealed the decision to the Court of Appeal of Yukon (the "Court of Appeal" and, together with the Supreme Court, the "Yukon Courts")

• On November 4, 2016, the Court of Appeal overturned the decision of the Supreme Court to approve the Original Arrangement

• As a result of the decision of the Court of Appeal, the Board of the Directors of InterOil (the "Board") resolved to reconvene the independent transaction committee of the Board (the "Transaction Committee") to, among other things, consider the decisions of the Yukon Courts and provide recommendations to the Board regarding the strategic options available to InterOil (including the option of remaining as a standalone company) and, if deemed advisable, to engage independent financial and legal advisors

• Following careful consideration of the decisions of the Yukon Courts, InterOil has taken a significant number of steps to address the findings raised by those decisions, including:

Source: InterOil Management Information Circular (January 13, 2017), Letter from Chairman of the Board of InterOil.