X0202 4 2008-02-06 0 0001341315 SOUTHERN STAR ENERGY INC. SSEY 0001428689 VENTURE CAPITAL ASSET MANAGEMENT AG IM ALTEN RIET 22 PO BOX 837 SCHAAN N2 9494 LIECHTENSTEIN 0 0 1 0 Common Shares 2008-02-06 4 M 0 6710001 A 6710001 D Units 0.50 2008-02-06 4 M 0 6710001 D common 6710001 0 D Southern Star Energy Inc. (the "Company") issued 37 units (each, a "First Tranche Unit") pursuant to a subscription agreement dated February 8, 2007 (the "Initial Agreement") at a price of US$50,000 per First Tranche Unit for a total subscription of US$1,850,000 (the "First Tranche Proceeds"). Each First Tranche Unit entitles Venture Capital Asset Management AG ("Venture Capital") to receive 1% of the net proceeds from production attributable to the Company's interest in the Atkins Lincoln 18-1 and Atkins 8-1 Wells drilled by the Company in Bossier Parish, Louisiana (the "Net Proceeds"), and each First Tranche Unit is convertible into shares of common stock in the capital of the Company, par value US$0.001 (each, a "Share"), at a rate of one Share for every US$0.33 of the First Tranche Proceeds. The Company issued an additional 11.6 units (the "Second Tranche Units) pursuant to an amended and restated subscription agreement, which agreement amended the terms of the Initial Agreement. Each Second Tranche Unit was issued at a price of US$50,000 for a total subscription of US$580,000 (the "Second Tranche Proceeds"). Each Second Tranche Unit entitles Venture Capital to receive 1.9827586% of the Net Proceeds and is convertible into Shares at a rate of one Share for every US$0.50 of the Second Tranche Proceeds. Upon Issuance Not Applicable /s/ Philippe Mast 2008-03-11