BLACK ROCK MINING LIMITED - Capital/Financing Update 2011

GREEN ROCK ENERGY LIMITED ACN 094 551 336

OFFER DOCUMENT

For a pro rata non-renounceable rights offer to Eligible Shareholders on the basis of one (1) New Share for every three (3) Shares held by Shareholders on the Record Date at an issue price of $0.009 per Share together with one (1) free Option for every New Share issued to raise approximately $2,031,241 (Offer).

Underwriter

The Underwriter to the Offer is Cygnet Capital Pty Limited (ACN 103 488 606) (AFSL 241095). The Underwriting Agreement contains terms and conditions which may affect the obligations of the Underwriter, details of which are set out in Section 2.9 of this Offer Document.

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IMPORTANT NOTICE

This document is not a prospectus. It does not contain all of the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding, or about the rights attaching to, the New Shares and free Options offered by this document.

This document is important and requires your immediate attention. It should be read in its entirety. If you do not understand its content or are in doubt as to the course you should follow, you should consult your stockbroker or professional adviser without delay.

This Offer opens on 2 December 2011 and closes at 5:00pm WST on 9 January 2012.

Valid acceptances must be received before that time.

Please read the instructions in this document and on the accompanying Entitlement and Acceptance Form regarding the acceptance of your Entitlement.

IMPORTANT NOTES

This Offer Document and enclosed personalised Entitlement and Acceptance Form have been prepared by Green Rock Energy Limited (ACN 094 551 336) (Green Rock or the Company). This Offer Document is dated 21 November 2011.

No party other than Green Rock has authorised or caused the issue of this Offer Document, or takes any responsibility for, or makes, any statements, omissions, representations or undertakings in this Offer Document.

No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Offer Document. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer.

Eligibility

Applications for Securities by Eligible Shareholders can only be made on an original Entitlement and Acceptance Form, as sent with this Offer Document. The Entitlement and Acceptance Form sets out an Eligible Shareholder's Entitlement to participate in the Offer.

Overseas shareholders

This Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Offer Document.

It is not practicable for the Company to comply with the securities laws of overseas jurisdictions having regard to the number of overseas Shareholders, the number and value of the New Shares these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the Offer is not being extended and New Shares will not be issued to Shareholders with a registered address which is outside Australia or New Zealand.

Shareholders resident in New Zealand should consult their professional advisors as to whether any government or other consents are required, or other formalities need to be observed, to enable them to take up their Entitlements under the Offer.

Privacy Act

If you complete an application for Securities, you will be providing personal information to the Company (directly or by the Company’s share registry). The Company collects, holds and uses that information to assess your application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Share Registry.

You can access, correct and update the personal information that we hold about you. Please contact the Company or the Share Registry if you wish to do so at the relevant contact numbers set out in this Offer Document.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and

certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Shares, the Company may not be able to accept or process your application.

1.	CHAIRMAN’S LETTER ..................................................................................................... 5
2.	DETAILS OF THE OFFER .................................................................................................. 6
3.	ACTION REQUIRED BY SHAREHOLDERS ..................................................................... 11
4.	RISK FACTORS ............................................................................................................ 13
5.	CAPITAL STRUCTURE AND FINANCIAL INFORMATION .............................................. 21
DEFINED	TERMS ......................................................................................................................... 25

1. CHAIRMAN’S LETTER

21 November 2011

Dear Shareholder

On behalf of Green Rock Energy Limited (Green Rock or the Company), I am pleased to invite you to participate in a pro rata non-renounceable entitlement issue on the basis of one (1) New Share for every thee (3) Shares held on the Record Date at an issue price of $0.009 per New Share, together with one (1) free Option for every New Share issued to raise approximately $2,031,241 (the Offer).

On 21 November 2011, the Company announced its intention to undertake an equity raising of approximately $2,031,241 via the Offer.

The Company intends to apply the funds raised from the Offer as set out in Section 2.2 of this Offer Document.

Entitlements are non-renounceable and will not be tradeable on ASX or otherwise transferable. Shareholders who do not take up all or any part of their Entitlements will not receive any payment or value in respect of those Entitlements and their equity interest in the Company will be diluted.

The Offer is fully underwritten by Cygnet Capital Pty Limited.

This Offer Document contains important information about the Offer, including:

(a) details of the Offer, including key dates;
(b) actions required by Shareholders; and
(c) risk factors associated with the Offer.

A personalised Entitlement and Acceptance Form which details your Entitlement is to be completed in accordance with the instructions provided.

This Offer Document should be read carefully and in its entirety before deciding whether or not to participate in the Offer. In particular, you should consider the key risk factors included in Section 4 of this Offer Document.

Shareholders who have any queries about the Offer should contact the Company at any time from 8:30am to 5:00pm (Perth time) during the Offer period.

On behalf of the Board of Green Rock, I invite you to consider this investment opportunity and thank you for your ongoing support of our company.

Yours faithfully,

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Jeff Schneider Non-Executive Chairman

2. DETAILS OF THE OFFER

2.1 The Offer

The Company is making a pro rata non-renounceable offer of New Shares at an issue price of $0.009 each on the basis of one (1) New Share for every three (3) Shares held on the Record Date (the Offer) together with one (1) free Option for each New Share issued.

At the date this Offer Document is despatched to Shareholders, the Company has 677,080,479 Shares and 287,699,438 Options on issue.

On the basis that no further Shares are issued or no Options exercised prior to the Record Date, the Offer is for 225,693,493 New Shares and 225,693,493 free Options.

Where the determination of the Entitlement of any Eligible Shareholder results in a fraction of a New Share, such fraction will be rounded up to the nearest whole New Share.

2.2 Use of Funds

Completion of the Offer will result in an increase in cash in hand of up to approximately $2,031,241 (before the payment of costs associated with the Offer).

The Company intends to apply the funds raised from the Offer to:

(a) provide working capital in relation to progressing its existing geothermal and hydrocarbons projects;
(b) assess and progress potential new opportunities; and
(c) fund the issue costs associated with the Offer.

2.3 Indicative Timetable

Event	Date
Release of Offer Document, Cleansing Notice and Appendix 3B lodged to ASX	21 November 2011
Notice sent to Shareholders	23 November 2011
Ex Date (date from which securities commence trading without the Entitlement to participate in the Rights Issue)	24 November 2011
Record Date5pm (WST) (date for determining Entitlements of eligible Shareholders to participate in the Rights Issue)	30 November 2011
Offer Document Dispatched to Shareholders (expected date of dispatch of Offer Document,	2 December 2011

Entitlement and Acceptance Forms)
Offer Opening Date	2 December 2011
Offer Closing Date*5pm (WST)	9 January 2012
ASX notified of under subscriptions**	12 January 2012
Dispatch holding statements**	17 January 2012
Trading of New Shares expected to commence**	18 January 2012

Subject to the Listing Rules, the Directors reserve the right to extend the Closing Date for the Offer at their discretion. Should this occur, the extension will have a consequential effect on the anticipated date of issue for the New Shares and free Options.

** These dates are indicative only.

2.4 Entitlements and acceptance

The Entitlement of Eligible Shareholders to participate in the Offer will be determined on the Record Date. Your Entitlement is shown on the Entitlement and Acceptance form accompanying this Offer Document.

2.5 Applying for additional New Shares and free Options

Eligible Shareholders may, in addition to their Entitlement, apply for additional New Shares and free Options regardless of the size of their present holding. If you wish to apply for additional New Shares and free Options, please complete the accompanying Application Form specifying the number of additional New Shares and free Options you wish to apply for.

If you do not receive all of the additional New Shares and free Options you applied for, any excess application monies will be returned to you (without interest).

Directors will not be able apply for additional New Shares and free Options.

2.6 No Rights trading

The rights to New Shares and free Options under the Offer are nonrenounceable. Accordingly, there will be no trading of rights on the ASX and you may not dispose of your rights to subscribe for New Shares and free Options under the Offer to any other party. If you do not take up your Entitlement to New Shares and free Options under the Offer by the Closing Date, the Offer to you will lapse.

2.7 Overseas Eligible Shareholders

No Offer will be made to Eligible Shareholders resident outside Australia and New Zealand.

New Shares to which any Eligible Shareholders who are not resident in Australia or New Zealand would otherwise be entitled will form part of the Shortfall and will be placed in accordance with the Underwriting Agreement.

This Offer Document and accompanying Entitlement and Acceptance Form do not, nor are they intended to, constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

2.8 New Zealand Shareholders

New Zealand

The New Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand).

In accordance with the Securities Act (Overseas Companies) Exemption Notice 2002 (NZ), a person who, on the Record Date was registered as a holder of Shares with a New Zealand address but who, as at the time of this Offer no longer holds Shares is not eligible to participate in this Offer.

Notice to nominees and custodians

Nominees and custodians may not distribute any part of this Offer Document in in any other country outside Australia, except to beneficial shareholders in New Zealand and any other country where the Company may determine it is lawful and practical to make the Rights Issue. Any person in New Zealand with a holding through a nominee may not participate in the Rights Issue.

2.9 Underwriting Agreement

On 21 November 2011 the Company and Cygnet Capital Pty Limited (Cygnet) entered into an agreement (Underwriting Agreement) pursuant to which Cygnet agreed to fully underwrite the Offer.

Pursuant to the Underwriting Agreement, as consideration for fully underwriting the Offer the Company has agreed to:

(a) pay the Underwriter a capital raising fee of 5% and a management fee of 1% of the total amount underwritten under the Offer;
(b) issue to the Underwriter 45,000,000 Options on the terms and conditions as set out in Section 6 of this Offer Document; and
(c) reimburse the Underwriter for and indemnify the Underwriter against all costs incurred by the Underwriter in respect of the Offer.

The obligation of the Underwriter to underwrite the Offer is subject to certain standard events of termination, the occurrence of which may allow the Underwriter to terminate its obligations under the Underwriting Agreement upon or at any time prior to completion of the Underwriting Agreement.

The Underwriting Agreement also contains other terms and conditions, and representations and warranties that are considered standard for an agreement of this type.

2.10 Directors Interests and Participation

Each Director’s interest in the securities of the Company at the date of this Offer Document and their Entitlement is set out in the table below.

Director	Shares	Options	Entitlement	Entitlement
			New Shares	free Options
Jeffrey Schneider	3,932,700	983,175	1,310,900	1,310,900
Richard Beresford	2,659,258	3,670,370	886,420	886,420
Adrian Larking	16,262,153	6,111,111	5,420,718	5,420,718
Jörg Baumgärtner	Nil	1,100,000	Nil	Nil

Each of Messrs Schneider, Beresford and Larking have agreed to take up their Entitlements in whole or in part.

2.11 Reduction in Costs

At the time of issue of this Offer Document the Company is undertaking a review of its recurring and project expenditure. The objective of the review is to identify measures to reduce expenditure to preserve cash during this period of heightened capital market uncertainty and volatility. Potential measures include moving the executive Directors from employment contracts to consultancy arrangements. Any material changes will be announced in the normal way by release to the ASX.

2.12 Effect of the Rights Issue on Voting Power in the Company

The issue of New Shares under the Offer is not expected to have any effect on the control of the Company on the basis that the Underwriter has advised the Company that the Offer has been fully sub-underwritten by a number of different sophisticated sub-underwriters, none of whom will be able to acquire an interest in the Company in excess of 20% on completion of the Offer.

2.13 Market Price of Shares

The highest and lowest market sale prices of the Company’s Shares on ASX during the three months immediately preceding the date of release of this Offer Document and the respective dates of those sales were:

Highest: $0.023 on 14 September 2011 Lowest: $0.011 on 10 November 2011, 11 November 2011, 14 November 2011 and 15 November 2011.

The latest available closing sale price of the Company’s Shares on ASX prior to the printing of this Offer Document was $0.012 on 19 November 2011.

2.14 Opening and Closing Dates

The Offer opens on the Opening Date, being 2 December 2011, and closes on the Closing Date, being 9 January 2012. The Company will accept Entitlement and Acceptance Forms until the Closing Date or such other date as the Directors in their absolute discretion shall determine, subject to the Listing Rules.

2.15 Issue and despatch

The expected dates for issue of New Shares offered by this Offer Document and despatch of holding statements is expected to occur on the dates specified in the Timetable set out in Section 2.3.

It is the responsibility of applicants to determine the allocation prior to trading in the New Shares. Applicants who sell New Shares before they receive their holding statements will do so at their own risk.

2.16 ASX listing

Application for official quotation by ASX of the New Shares offered pursuant to this Offer Document will be made.

The fact that ASX may grant official quotation to the New Shares is not to be taken in any way as an indication of the merits of the Company or the New Shares now offered for subscription.

2.17 CHESS

The Company is a participant in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-registers are electronic, ownership of securities can be transferred without having to rely upon paper documentation.

Electronic registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with a statement (similar to a bank account statement) that sets out the number of New Shares allotted to them under this Offer Document. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

2.18 Taxation implications

The Directors do not consider it appropriate to give Shareholders advice regarding the taxation consequences of subscribing for New Shares under this Offer Document. The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Shareholders.

Shareholders should consult their professional tax adviser in connection with subscribing for New Shares under this Offer Document.

2.19 Risk factors

An investment in New Shares should be regarded as speculative. In addition to the general risks applicable to all investments in listed securities, there are specific risks associated with an investment in the Company which are described in Section 4.

2.20 Enquiries concerning Offer Document

Enquiries relating to this Offer Document should be directed to the Company Secretary, Mr Nigel Hodder, by telephone on +61 (08) 9482 0482.

3. ACTION REQUIRED BY SHAREHOLDERS

3.1 How to Accept the Offer

Your acceptance of the Offer must be made on the Entitlement and Acceptance Form accompanying this Offer Document. Your acceptance must not exceed your Entitlement as shown on that form. If it does, your acceptance will be deemed to be for the maximum Entitlement.

You may participate in the Offer as follows:

(a) if you wish to accept your Entitlement in full:
(i) complete the Entitlement and Acceptance Form, filling in the details in the spaces provided; and
(ii) attach your cheque for the amount indicated on the Entitlement and Acceptance Form; or
(b) if you only wish to accept part of your Entitlement:
(i) fill in the number of Shares you wish to accept in the space provided on the Entitlement and Acceptance Form; and
(ii) attach your cheque for the appropriate application monies (at $0.009 per Share); or
(c) if you wish to apply for additional New Shares and free Options in addition to your Entitlement:
(i) complete the Entitlement and Acceptance Form, specifying the additional New Shares you wish to apply for; and
(ii) attach your cheque for the appropriate application monies (at $0.009 per Share) (a single cheque should be used for application monies for your Entitlement and the number of additional New Shares and free Options applied for);
(d) if you do not wish to accept all or part of your Entitlement, you are not obliged to do anything.

All cheques must be drawn on an Australian bank or bank draft made payable in Australian currency to “Green Rock Energy Limited – Share Account” and crossed “Not Negotiable”.

Your completed Entitlement and Acceptance Form and cheque must reach the Company no later than 5:00pm (WST) on the Closing Date.

The Offer is non-renounceable. Accordingly, a holder of Shares may not sell or transfer all or part of their Entitlement.

3.2 Entitlements not taken up

If you do not wish to accept any of your Entitlement, you are not obliged to do anything.

3.3 Shortfall

If you do not wish to take up any part of your Entitlement you are not required to take any action. That part of your Entitlement not taken up will form part of the Shortfall and will revert to the Underwriter.

The offer of the Shortfall is a separate offer pursuant to this Offer Document. The issue price of any Shares offered pursuant to the Shortfall Offer shall be $0.009, being the price at which the Entitlement has been offered to Shareholders pursuant to this Offer Document. The Shortfall shall be placed at the direction of the Underwriter, and the Underwriter reserves the right to allot to an Applicant a lesser number of Shares than the number for which the Applicant applies, or to reject an application, or to not proceed with placing the Shortfall (pursuant to the terms of the Underwriting Agreement).

3.4 Applications for additional New Shares and free Options

Eligible Shareholders may, in addition to their Entitlement, apply for additional New Shares and free Options. If you wish to apply for additional New Shares, please complete the accompanying Application Form specifying the number of additional New Shares and free Options you wish to apply for.

A single cheque should be used for the application monies for your Entitlement and the number of additional New Shares and free Options you wish to apply for as stated on the Application Form.

3.5 Queries concerning your Entitlement

If you have any queries concerning your Entitlement please contact Computershare Investor Services Pty Limited, Level 2, Reserve Bank Building, 45 St Georges Terrace, Perth Western Australia, 6000 on 1300 787 272 (within Australia) or +61 (03) 9415 4000 (outside Australia).

4. RISK FACTORS

4.1 General

The Shares offered under this Offer Document should be considered speculative because of the nature of the Company’s business.

There are numerous risk factors involved with the Company’s business. Some of these risks can be mitigated by the use of safeguards and appropriate systems and controls, but some are outside the control of the Company and cannot be mitigated. Accordingly, an investment in the Company carries no guarantee with respect to the payment of dividends, return of capital or price at which securities will trade.

The following is a summary of the more material matters to be considered. However, this summary is not exhaustive and potential investors should examine the contents of this Offer Document in its entirety and consult their professional advisors before deciding whether to apply for the New Shares.

Based on the information available, a non-exhaustive list of risk factors which may affect the Company’s financial position, prospects and the price of its listed securities include the following.

SPECIFIC RISKS

4.2 Exploration and operational risk

By its nature, the business of exploration, development and production of energy which the Directors intend the Company to undertake, contains significant risks with no guarantee of success. Prosperity depends on the successful exploration and/or acquisition and recovery of reserves of energy, design and construction of efficient energy recovery and energy conversion or processing facilities, competent operation and management and efficient financial management. The viability of all geothermal energy or petroleum projects depends on recovering a sufficient amount of energy at the surface at a sustainable rate. There is no assurance that any exploration on current or future interests will result in the discovery of an economically recoverable resource of geothermal energy or petroleum. Even if an apparently viable energy resource is identified, there is no guarantee that it can be economically recovered or developed.

For its part, exploration is a speculative endeavour, while geothermal or petroleum operations can be hampered by force majeure circumstances and cost overruns caused by unforeseen events. There can be no assurance that exploration of the project areas, or any other projects acquired in the future, will result in a discovery of geothermal energy resources with the characteristics required to result successfully in the economic or commercially viable generation of power or use for direct heat process. Factors including costs, subsurface reservoir quality and condition, flow consistency and reliability and energy prices affect successful project development and operations.

The operations of the Company may be affected by various factors, including the failure to locate or identify recoverable geothermal or petroleum reserves, failure to achieve predicted well production flow rates, operational and technical difficulties encountered in production, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown,

unanticipated reservoir problems which may affect field production performance, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

Industry operating risks include fire, explosions, unanticipated reservoir problems which may affect field production performance, industrial disputes, unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment, mechanical failure or breakdown, blow outs, pipe failures and environmental hazards such as accidental spills or leakage of petroleum or hot liquids or hot water, ruptures, discharges of toxic gases or geological uncertainty (such as lack of sufficient sub-surface data from correlative well logs and/or formation core analyses). The occurrence of any of these risks could result in legal proceedings and substantial losses to the Company due to injury or loss of life, damage to or destruction of property, natural resources or equipment, pollution or other environmental damage, cleanup responsibilities, regulatory investigation, and penalties or suspension of operations.

4.3 Drilling risk

Drilling activities may be curtailed, delayed or cancelled as a result of weather conditions, mechanical difficulties, shortages or delays in the delivery of drill rigs or other equipment or delays in or inability to obtain regulatory or other required approvals.

Exploration and development for natural energy resources are dependent on the availability of drilling rigs and related equipment and the provision of third party services in the particular areas where such activities will be conducted. From time to time equipment and services may be in short supply and may not be readily available at the times and places required. Demand for limited equipment such as drilling rigs may affect the availability of such equipment to the Company and may delay development and exploration activities and result in high prices to secure a suitable drilling rig. Failure by the Company to secure necessary equipment could adversely affect the Company's business, results of operations or financial condition. The failure of a third party provider, or supplier, to competently perform its contractual obligations, or an inability to achieve a commercially viable contract with a third party provider or supplier would have a material adverse impact on the Company's business, the results of operations or financial condition.

4.4 Risks associated with securing or maintaining tenure

The ability of the Company to develop and exploit discovered energy resources relies on the Company's continued compliance with the obligations of its current exploration tenements and authorities and the ability to convert these tenements into production rights. There is no guarantee that the Company will be able to renew these tenements and authorities if and when required. .

Legislation in Hungary in relation to the issue of tenements, concessions and authorities to explore for and develop geothermal energy reserves is in some cases incomplete or unclear and subject to ambiguity or inconsistency with other legislation. There can be no assurance that the regulators will not adopt a more stringent approach to granting, maintaining, renewing or converting tenements than has been the case to date.

4.5 Resource risk

The Company has published estimates of inferred Geothermal Energy Resources for its Alkimos Permits (GEP2, GEP 29) and Perth Metropolitan Permit (GEP1) and Olympic Dam Project (GEL128) and for seven of its North Perth Basin Permits (GEPs 23, 24, 25, 26, 27, 28 and 41). These estimates are more fully set out in the Company's 2011 Annual Report (ASX release dated 31/10/2011) which includes competent persons statements as required under the Australian Geothermal Energy Reporting Code (2nd Edition)(Code).

Energy reserve and resource estimates and recovery factors are expressions of judgement based on knowledge, experience and industry practice. Estimates, that were valid when originally calculated, may alter significantly when new information or techniques become available. Resource and reserve and recovery factor estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional drilling and analysis or the reporting requirements under the Code are modified the estimates are likely to change. This may result in alterations to development and production plans which may in turn, adversely affect the Company's operations.

4.6 Future financing

The Company will be required to raise additional equity and/or debt capital to finance its activities in the future. There can be no assurance that the Company will be able to raise that finance on acceptable terms or in a timely manner.

Any additional equity financing will dilute shareholdings and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, the Company may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be.

4.7 Project funding

Both geothermal and petroleum projects are, by their nature, capital intensive both for the targeting, design and drilling of production wells and for the design and construction of plant to convert geothermal energy to useful energy (electricity or hot or cold water) or to recover, store and distribute oil and natural gas. In all its projects for the foreseeable future the Company will need to find funding from other parties to complement its own equity contribution towards the total project cost. The most likely parties to provide this funding are joint venture partners or governments.

There is a substantial risk that the Company may not be able to attract joint venture partners into its projects. There are a limited number of potential joint venture partners who might have an interest in participating in the Company's energy projects, particularly in "direct use" geothermal projects. Potential joint venture partners might have a different risk appetite or assess the risks in a project differently to the Company. Even if such a joint venture partner can be identified there can be no assurance that the Company will be able to enter into appropriate arrangements on acceptable terms or in a timely manner.

There is also a substantial risk that the Company may fail to secure funding from governments or other public funding bodies. The availability of potential government funding is dependent on a range of factors outside the control of the Company including the state of the economy, prevailing government policy

and local political considerations. While government funding has been available to assist geothermal projects there is no assurance that this will continue in the future. When the Company applies for funding there is no certainty that it will be offered funding. Even where the Company is offered government funding, there is no assurance that the Company will be able to enter into appropriate arrangements on acceptable terms or in a timely manner, or that the Company will be able to meet any conditions applying to the funding.

While failure to secure project funding from joint venture partners or governments should not threaten the continued holding of the Company's permits, it may set back the timing for reaching commercial production and/or cause the Company to prioritise projects where funding may more readily be available.

4.8 Native title and Aboriginal heritage

In Australia the Native Title Act 1993 (Commonwealth) may affect the Company's ability to gain timely access to prospective exploration permit areas or obtain production titles. Compensatory obligations may be necessary in settling native title claims lodged over the Company's tenements or future tenements it may acquire. The Company may also be required to comply with the Aboriginal heritage Acts of the different jurisdictions in which it has or may have tenements. Compliance with those Aboriginal heritage Acts may require the Company to expend extra funds or modify plans in relation to exploration and operation of its tenements. In Western Australia the Company's Geothermal Exploration Permits include a condition that on areas where native title has not been extinguished exploration can only be carried out after the Company has entered into an access agreement with relative Aboriginal parties.

In connection with the Company’s farm-in agreement with New Standard Energy in EP417 in the Canning Basin, the Company has executed a deed poll under which it has assumed, to the extent of the Company's farmin interest, various liabilities and obligations previously entered into by the permit holders in respect of native title and Aboriginal heritage matters. In particular this includes liabilities and obligations under a native title and heritage protection agreements entered into with the Kimberley Land Council as agent on behalf of certain native title claimant groups. The Company intends to comply with these liabilities and obligations to the extent of its interest in the permit from the date of acquiring its interest in the permit but recognises that the ongoing efficacy of its activities in the permit depends on the operator and permit holders maintaining good relations with the native title claimant groups and the native title claimant groups fulfilling their obligations under the agreements.

4.9 Environmental risks

Exploration programmes impact on the environment. These impacts are minimised by the Company's application of best practice principles. The Company will be subject to environmental laws and regulations in connection with activities and operations it may pursue. The Company intends to conduct its activities in an environmentally responsible manner and in accordance with all applicable laws. However, the Company may be the subject of accidents or unforeseen circumstances that could subject it to extensive liability.

Approval may be required from the relevant authorities before the Company can undertake activities that are likely to impact the environment. Failure to obtain such approvals will prevent the Company from undertaking its desired activities. The Company is unable to predict the effect of additional

environmental laws and regulations that may be adopted in the future, including whether any such laws or regulations would materially increase the Company's cost of doing business or affect its operations in any area.

4.10 Government policy and regulatory risk

Industry profitability can be affected by changes in government policy relating to geothermal or petroleum exploration and production or use of geothermal water or petroleum recovered from the sub-surface which are beyond the control of the Company.

In Hungary there is significant uncertainty about how legislation enacted early in 2010 to regulate the allocation and administration of geothermal exploration and production tenure and other legislation regulating the award of geothermal energy concessions will be applied in practice.

Changes in relevant taxes, legal and administration regimes, accounting practice and government policies may adversely affect the financial performance of the Company.

4.11 Energy prices and access to markets

The ability of the Company to successfully enter the commercialisation phase of its activities will depend on its ability to sell the electricity, direct heat or petroleum on commercial terms and prices. There can be no assurance that the Company will ultimately be able to sell the energy it produces on satisfactory commercial terms. The demand for, and price of, energy is highly dependent on a variety of factors, including supply and demand, the level of consumer product demand, weather conditions, the price and availability of alternative fuels, actions taken by governments and international cartels, and global economic and political developments.

In Australia both electricity and petroleum are traded commodities and its long term price may rise or fall. In Hungary the price of electricity generated from geothermal energy is sold under a feed-in-tariff system where the price is determined over a period of years by a formula set out in legislation. This legislation can be changed by parliamentary process. Renewable energy policy in Hungary is also influenced by Hungary's membership of the European Union which imposes policies encouraging the use of renewable energy amongst its members. These requirements may have a material effect on the Company.

In jurisdictions where there is no guaranteed access for geothermal energy or petroleum to market such as Western Australia and South Australia the Company must negotiate access to markets and there is no certainty that this will be achieved on satisfactory terms in a timely manner.

4.12 No profit to date and uncertainty of future profitability

The Company has incurred losses and it is therefore not possible to evaluate the future prospects based on past performance. The Directors anticipate making further losses in the foreseeable future while its business continues to be primarily focussed on geothermal exploration and development.

Factors that will determine the Company's profitability are its ability to manage its costs, to execute its development and growth strategies, economic conditions in the markets in which the Company operates, competitive factors and regulatory developments. Accordingly, the extent of future profits, if any,

and the time required to achieve a sustained profitability is uncertain. Moreover, the level of such profitability cannot be predicted and may vary significantly from quarter to quarter.

4.13 Risks of operating in Hungary

The Company has interests in Hungary (a member country of the European Union) and will be subject to the risks associated with operating in that country. Through its subsidiary Green Rock Energy International Pty Ltd the Company holds a 50% shareholding in Central European Geothermal Energy Zrt whose purpose is to explore for and develop geothermal energy in Hungary.

There can be no assurance that the political and economic conditions in Hungary and its neighbouring countries will continue as they are at the present time. Changes in political or economic conditions and legislation there may have an adverse effect on the Company's business and its operations. Risks can include economic, social or political instability or change, hyperinflation, currency non-convertibility or instability and changes of law affecting foreign ownership, government participation, taxation, working conditions, rates of exchange, exchange control, exploration licensing, export duties, repatriation of income or return of capital, environmental protection, labour relations as well as government control over geothermal tenure or property or government regulations. Since the global financial crisis Hungary has experienced some economic uncertainty.

4.14 Joint venture/operator parties and contractors

The operations of the Company will require involvement with joint venture parties through incorporated or unincorporated joint ventures and contractors. The Directors are unable to predict the risk of:

(a) financial failure, default or non-compliance with respective obligations by a participant in any joint venture to which the Company is, or may become, a party;
(b) default insolvency or other managerial failure by any of the contractors used by the Company in its exploration activities; or
(c) insolvency or other managerial failure by any of the other service providers used by the Company for any activity.

GENERAL RISKS

4.15 Economic Risks

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s exploration, development and production activities, as well as on its ability to fund those activities.

4.16 Market Conditions

Share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

(a) general economic outlook;

(b) interest rates and inflation rates;
(c) currency fluctuations;
(d) changes in investor sentiment toward particular market sectors;
(e) the demand for, and supply of, capital; and
(f) terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

4.17 Exchange rate risk

Variations in exchange rates are unpredictable and the Company may incur losses or gains from time to time in respect of its activities in Hungary or elsewhere overseas as a result of such variations.

4.18 Weather condition risk

Field operations including drilling, flow testing, pipeline laying or construction may be delayed due to extreme weather conditions such as flooding, storms or cyclones, particularly in the Canning Basin and freezing in the winter months in Hungary.

4.19 Community risk

Carrying out activities on site may affect the neighbouring communities and local authorities. This can be of particular concern where the Company is operating in heavily populated areas. In this situation the Company would plan to carry out community consultation to take into account these concerns. However, there is a risk that in some circumstances there could be higher than normal community concern which could result in a project being denied permission to proceed or having permission withdrawn or having conditions imposed on continuation of the activities which make it unacceptable to the Company to proceed with those activities.

4.20 Change of strategy

As part of its business strategy, the Company may make acquisitions of, or significant investments in, other energy companies' tenements or prospects although no such acquisitions or investments are currently planned. Any such transactions will be accompanied by risks commonly encountered in making and participating in such acquisitions and investments.

4.21 Reliance on key personnel

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

4.22 Investment speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the securities offered under this Prospectus. Therefore, the securities to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those securities.

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for securities pursuant to this Prospectus.

CAPITAL STRUCTURE AND FINANCIAL INFORMATION

5.1 Capital structure on completion of the Offer

Number of Shares Number of Options

Balance at the date of this Offer Document 677,080,479 287,699,438[(2) ] To be issued under the Offer[(1)] 225,693,493 225,693,493 Balance after the Offer 902,773,972 513,392,931

(1) The number of Shares to be issued under the Offer assumes that no Options are exercised before the Record Date.
(2) This figure comprises of:
a. 243,949,438 listed Options issued on the same terms and conditions as set out in Section 6 of this Offer Document;
b. 2,050,000 unlisted Options exercisable at $0.15 on or before 26 November 2011;
c. 6,100,000 unlisted Options exercisable at $0.06 on or before 19 November 2012;
d. 25,000,000 unlisted Options exercisable $0.02 on or before 30 June 2013;
e. 5,050,000 unlisted Options exercisable at $0.04 on or before 16 November 2014; and
f. 5,550,000 unlisted Options exercisable at $0.08 on or before 18 November 2014.

5.2 Consolidated balance sheet

The Balance Sheet as at 30 June 2011 (audited) and the Pro Forma Balance Sheet as at 30 June 2011 (unaudited) shown on the following page have been prepared on the basis of the accounting policies normally adopted by the Company and reflect the changes to its financial position. The Pro Forma Balance Sheet has been prepared on the assumption that all Shares pursuant to the Offer are issued.

The Balance Sheets have been prepared to provide Shareholders with information on the assets and liabilities of the Company and pro-forma assets and liabilities of the Company as noted below. The historical and pro-forma financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial statements.

Consolidated Balance Sheet as at 30 June 2011 (audited) and Pro Forma Balance Sheet as at 30 June 2011 (unaudited)

Current assets
Cash and cash equivalents	3,825,574	5,734,941
Other receivables	732,255	732,255
Other assets	4,980	4,980
Other financial assets	-	-
Total current assets	4,562,809	6,472,176
Non-current assets
Deferred exploration expenditure	8,710,319	8,710,319
Plant and equipment	183,068	183,068
Other financial assets	123,959	123,959
Investments accounted for using the	1,205,677	1,205,677
equity method
Total non-current assets	10,223,023	10,223,023
Total assets	14,785,832	16,695,199
Current liabilities
Trade and other payables	571,101	571,101
Provisions	74,993	74,993
Total current liabilities	646,094	646,094
Non-current liabilities
Provisions	39,471	39,471
Total non-current liabilities	39,471	39,471
Total liabilities	685,565	685,565
Net assets	14,100,267	16,009,634
Equity
Issued capital	26,665,747	28,010,880
Reserves	1,032,736	1,709,470
Accumulated losses	(13,598,216)	(13,710,716)
Total equity	14,100,267	16,009,634

Notes to the pro forma Statement of Financial Position

5.3 Pro Forma Assumptions

The pro forma Statement of Financial Position has been prepared on the following assumptions:

(a) a pro rata non-renounceable rights offer on the basis of one (1) New Share for every three (3) Shares held at the Record Date at an issue price of $0.009 per Share together with one (1) free Option for each New Share issued (Offer);
(b) all New Shares and free Options issued pursuant to the Offer are issued; and
(c) the total number of New Shares issued under the Offer is 225,693,493 and the total number of free Options issued under the Offer is 225,693,493.

5.4 Dividend Policy

The Directors are not able to say when and if dividends will be paid in the future, as the payment of any dividends will depend on the future profitability, financial position and cash requirements of the Company.

6. TERMS AND CONDITIONS OF FREE OPTIONS

The terms and conditions of the free Options are as follows:

(a) each Option entitles the holder to one (1) fully paid ordinary share in the capital of the Company;
(b) the Options are exercisable at any time on or prior to 5.00pm (WST) on 31 March 2013;
(c) the Option exercise price is 3.6 cents per Option;
(d) an Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised;
(e) subject to the Corporations Act 2001 (Cth), the Listing Rules of ASX Limited and the Constitution, the Options are freely transferable;
(f) all Shares issued upon exercise of the Options will rank equally in all respects with the Company's then issued Shares. The Company will apply for quotation of the Options on the ASX and will also apply for quotation of all Shares issued upon exercise of the Options;
(g) there are no participating rights or entitlements inherent to the Options and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue; and
(h) if at any time the issued capital of the Company is reconstructed, all rights of the Option holder/s are to be changed in a manner consistent with the Corporations Act 2001 (Cth) and the Listing Rules of ASX Limited.

DEFINED TERMS

$ or A$ means an Australian dollar.

Applicant refers to a person who submits an Entitlement and Acceptance Form.

Application refers to the submission of an Entitlement and Acceptance Form.

ASX means ASX Limited (ACN 008 624 691) or, where the context permits, the Australian Securities Exchange operated by ASX Limited.

Closing Date means the closing date set out in Section 2.3 or such other date as may be determined by the Directors.

Code means the Australian Geothermal Energy Reporting Code (Second edition).

Company means Green Rock Energy Limited (ACN 094 551 336).

Cygnet means Cygnet Capital Pty Limited (ACN 103 488 606) (AFSL 241095).

Directors means the directors of the Company.

Eligible Shareholder means a Shareholder whose details appear on the Company's register of Shareholders as at the Record Date whose registered address is in Australia or New Zealand.

Entitlement means the entitlement to subscribe for one (1) New Share for every three (3) Shares held by an Eligible Shareholder on the Record Date together with one (1) free Option for every New Share Subscribed for and Entitlements has a corresponding meaning.

Entitlement and Acceptance Form means the Entitlement and Acceptance Form accompanying this Offer Document.

Foreign Holder means a holder of a Share whose address, as shown in the records of the Share Registry, is a place outside of Australia or New Zealand.

Listing Rules means the Listing Rules of the ASX.

New Share means a new Share proposed to be issued pursuant to this Offer.

Offer or Rights Issue means the pro rata non-renounceable offer of New Shares at an issue price of $0.009 each on the basis of one (1) New Share for every three (3) Shares held on the Record Date together with one (1) free Option for every New Share subscribed for pursuant to this Offer Document.

Offer Document means this Offer Document dated 21 November 2011.

Opening Date means the opening date set out in Section 2.3.

Option means an option to acquire a Share on the terms set out in Section 6.

Record Date means the record date set out in Section 2.3.

Section means a section of this Offer Document.

Securities means Shares and Options.

Share means an ordinary fully paid share in the capital of the Company.

Share Registry means Computershare Investor Services Pty Limited.

Shortfall means those New Shares under the Offer not applied for by the Closing Date.

Shareholder means a holder of Shares.

WST means Australian Western Standard Time.