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Interoil Exploration & Production ASA : Contemplated private placement of new equity

 Interoil Exploration and Production ASA (OSE ticker code "IOX ") (the "Company") is contemplating carrying out a private placement of new shares with gross proceeds of USD 35 million (equivalent of approx. NOK 200 million)(the "Private Placement").  Pareto Securities AS ("Pareto") has been engaged as Lead Manager and Bookrunner and RS Platou Markets AS ("Platou", and together with Pareto the "Managers") as Co-Manager to advise on and effect the Private Placement, to be directed towards existing shareholders and Norwegian investors and international institutional investors (in such jurisdictions and as permitted or catered for by exemption rules under applicable securities laws).  
 
The Private Placement will be carried out through an accelerated book-building process, which will commence on 6 March 2013 at 10:00 CET and close at the latest on 13 March 2013 at 16: 30 CET. The Company, together with the Managers, reserve the right to close the book-building period at any time. The subscription price will be determined through the book-building process. 
 
The net proceeds of the Private Placement will be used to restart production drilling in Colombia and strengthen the Company's capital structure The new equity is considered an important part of the Company's financing and is a requirement in the agreement reached in a bondholders meeting resolved on 4 March 2013 which removed the amortization due in March 2013 and extended the maturity of the Company's outstanding bond loan to March 2016. 
 
The new shares to be issued in connection with the Private Placement will be issued pursuant to the resolution by the extraordinary general meeting on 5 March 2013 and the authorization granted to the Board of Directors at the annual general meeting on 28 June 2011. The minimum application and allocation of shares per investor in the Private Placement will be a NOK amount equal to at least EUR 100,000. Notice of allocation is expected to be given to subscribers on or about 14 March 2013. 
 
First day of trading of the new shares is expected to be on or about 21 March 2013, subject to approval of a listing prospectus by Norwegian Financial Supervisory Authority ("NFSA"). In the event that the prospectus is not approved prior to the expected delivery date for the new  Shares, the new shares may upon delivery be registered under a separate securities number (ISIN) until the prospectus has been approved by the NFSA and published. 
 
Oslo, 6 March 2013
 
For further information, please contact:
Thomas Fjell, CEO  
Mobile: +47 95 81 53 00
 
Erik Sandøy, CFO
Mobile: +47 48 89 44 26
 
IMPORTANT NOTICE:
This notice is not for distribution to United States news services or for dissemination in the United States, Canada, Japan or Australia or elsewhere where such dissemination is not appropriate. The contents of this announcement have been prepared by and are the sole responsibility of Interoil Exploration and Production ASA (OSE ticker code "IOX ").  Pareto and RS Platou Markets are acting exclusively for IOX and no one else and will not be responsible to anyone other than IOX for providing the protections afforded to their respective clients, or for advice in relation to the contemplated Private Placement and the contents of this announcement or any of the matters referred to herein. 
 
The distribution of this announcement and other information in connection with the Private Placement may be restricted by law in certain jurisdictions.  Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. 
 
This announcement may not be used for, or in connection with, and does not constitute, any offer to sell, or an invitation to purchase, any securities. The Private Placement will not be made in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful. The securities referred to herein have not been and will not be registered under the US  Securities Act of 1933, as amended, and may not be  offered or sold in the United States or to US persons unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. No public offering of the securities will be made in the United States. 
 
Certain statements contained herein that are not statements of historical fact, may constitute forward-looking statements. Forward -looking statements involve known and unknown risks, uncertainties and other factors that could cause the actual results or events concerning the Company to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. None of the Company, the managers or any of their affiliates or advisors provide any assurance that the assumptions underlying such forward-looking statements are free from errors nor do any of them accept any responsibility for the future accuracy of the opinions expressed in this press release or the actual occurrence of the forecasted developments. Except as may be required by applicable law or stock exchange regulation, neither the Company nor the managers, or any of their affiliates or advisors, assume any obligation to update any forward-looking statements or to confirm these forward-looking statements to actual results. 
 
This information is subject of the disclosure requirements set out in Section 5-12 of the Norwegian Securities Trading Act.

Interoil Main Office:
c/o Advokatfirmaet Schjødt AS
Ruseløkkveien 14
NO-0251 Oslo, Norway

Phone: (+47) 67 51 86 50
Fax: (+47) 67 51 86 60
info@interoil.no

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