Further to its announcement on 31 January 2012, International Petroleum Limited (NSX: IOP) (“International Petroleum” or the “Company”), an oil and gas exploration company with assets in Russia and Kazakhstan, is pleased to announce that has completed a placement to institutions and sophisticated investors of 165,730,000 fully paid ordinary shares (“Shares”) at an issue price of A$ 0.20 per Share raising A$33,146,000 before costs (the “Placement”).



Attached is an Application for Quotation of the Shares issued pursuant to the Placement. The Shares are part of a class of securities quoted on the National Stock Exchange of Australia.



The Company gives this notice pursuant to Section 708A(5)(e) of the Corporations Act.



The Shares were issued without disclosure to the recipient under Part 6D.2, in reliance onSection 708A(5)(e) of the Corporations Act.

The Company, as at the date of this notice, has complied with:
(a) the provisions of Chapter 2M of the Corporations Act; and
(b) Section 674 of the Corporations Act.



There is no excluded information for the purposes of Section 708A(7) and (8) of the Corporations Act.
The Company intends to use the net proceeds raised from the Placement after costs (totalling approximately A$31.8 million) as follows:

(a) US$3.0 million in satisfaction of the cash consideration payment to the seller for the acquisition of Vamaro Investments Limited (“Vamaro”) (refer to NSX Announcement dated 15 August 2011);
(b) US$4.0 million to pay the liabilities of Vamaro;
(c) US$3.2 million for the remaining exploration and testing costs and costs of working over Well No.1 and Well No. 2 at the Krasnoleninsky Project in order to put them on production;
(d) US$1.0 million for the remaining costs of Well A-8 at the Alakol Project;
(e) US$16.5m for the construction of pipeline and infrastructure, the work-over of existing wells and initial costs towards drilling new exploration wells at the Vamarov Project; and
(f) the remainder towards capital and operating expenditures and general working capital