Act

The Corporations Act 2001 (Cth) for the time being in force together with the regulations of the Corporations Act.

Advisors

These people or organisations include current operators of wells, geologists and petroleum engineers that consult to the Company and Sterling Energy

Applicant

A person who has completed and lodged an application form (included in or accompanied by this Prospectus) and has paid the Application Money.

Application Money

The money paid by an Applicant for Shares.

Arkoma Basin

An area of land that stretches from eastern Oklahoma into western Arkansas.

ASIC

The Australian Securities and Investments Commission.

AUD or $ or AU$

Means one Australian dollar.

Bbl

Is a barrel of oil which is the unit of measurement for oil production.

Belle

Belle Exploration Inc.

BCF

Billion Cubic Feet

Board

The board of directors of the Company.

BOPD

Barrels of oil per day.

Closing Date

## March 2003 being the date the Directors expect to close this offer. Please note the offer may be closed early or extended at the discretion of the Directors.

Coal Bed Methane (CBM)

Natural Gas in its purest form (Methane) that is extracted from coal beds.

Commercial well

Is a reference to a well that produces sufficient quantities of oil or natural gas to meet all operating expenses of the project and supply a net operating income.

Commissions

Means an amount payable of 5% of funds raised under this Prospectus to licensed advisors and professionals.

Company

Genesis Energy Pty Limited.

Commercially Productive

Amount of oil and/or natural gas production to cover all and any operating expenses of the project supply revenue to the participants.

Constitution

The document establishing the Company and governing the relationship between Shareholders.

Conventional Natural Gas Well

Gas from a vertically drilled natural gas well up to a depth of 8,000 feet.

Decline Rate

The rate at which production from a well is expected to decline from year to year.

Director

A director of the Company.

Dry Hole

A well that produces no oil or gas or does not produce it in sufficient quantities to be classed as a commercial well.

Electronic Transfer

Transfer funds from one account to another through your banks internet service by using the BSB and Account number of the account you wish to transfer to.

Executive Directors

The Directors nominated to be the Executive Directors of the Company as contained within the Constitution of the Company.

Fees

Means an amount payable of 4% of funds raised under this Prospectus to Sterling Energy Pty Limited ACN 101 085 321 to facilitate the Company’s international relationship with drillers and operators in the United States of America.

Licensed Authorized Representative

Any person licensed under a financial services license holder or responsible entity and authorized to sell Shares in the Company.

LLC

Limited Liability Company

Management Agreement

The agreement between Sterling Energy and the Company under which Sterling Energy agrees to manage the affairs of the Company.

Manager

Sterling Energy Proprietary Limited ACN 101 085 321.

Mcf

Is a unit used to measure quantities of natural gas. It literally means “thousand cubic feet”.

Mcf/d

Is a unit used to measure production from a well on a per day basis. It literally means “thousand cubic feet per day”.

MCFM

Thousand Cubic Feet per Month.

Model Form Operating Agreement or MFOA

The Model Form Operating Agreement summarised in Section. 2.4

MFOA participant

Means in the case of an outright ownership the Company in the case of a partial ownership the Company and other participants.

Non-Executive Directors

The Directors nominated to be the Non-Executive Directors of the Company as contained within the Constitution of the Company.

Offer

The offer under this Prospectus to acquire Shares.

Operator

Means either Orion Exploration LLC (in the case of the Arkoma Basin) or Munoco Company LC (in the case of the Wilcox Basin) who are the parties responsible for the day-to-day operation of the project sites that are the subject of the MFOA.

Production Quarter

Defined as any one of the following timeframes, January through to March,
April through to June, July through to September and October through to
December of each year.

Production Month Any single month within a Production Quarter. By way of example the Production
Month’s within the Production Quarter of January through to March are; January,
February and March.

Projects

Means the acquiring of the lease holding acreage in order to explore, drill and make oil, natural gas or CBM wells commercially productive.

Project Area

Means the land lease on which the operator is drilling.

Prospectus

This Prospectus, or any supplementary or replacement Prospectus or other disclosure document as defined in the Act, issued by the Company.

USA

United States of America

Share

A G-Class share in the capital of the Company.

Shareholder

A person or entity that has acquired and holds Shares in the Company.

Stacked pay zone

A single well drilled with two or more commercially productive oil or natural gas formations.

Sterling Energy

Sterling Energy Proprietary Limited ACN 101 085 321.

Subscription

Application Money in whole or in part that is made for the issue of Shares

USD or US$

Means one United States dollar.

Wilcox Basin

An area of land located in central Louisiana.

 

CONVERSIONS  
   
Cubic Metre 35.315 Cubic Feet
Hectares 2.471 Acres
Kilometre 0.621 Miles
Metre 3.280 Feet
Square Kilometres 0.386 Square Miles