UNITED STATES EXPLORATION INC

election_required = True...ll purchase all shares tendered by any Odd Lot Holder (as defined below) who tenders all shares owned beneficially or of record by the Odd Lot Holder (tenders of less than all of the shares owned by the Odd Lot Holder will not qualify for this preference) and completes the section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. Second, subject to the conditional tender provisions described in Section 6, the Company will purchase shares to total 1,500,000 (or a greater number of shares as the Company may elect 6 to purchase) from all tendering shareholders a pro rata basis, with appropriate adjustments to...

expiry = 2002-12-23...00 DENVER, COLORADO 80202 (303) 863-3550 OFFER TO PURCHASE FOR CASH UP TO 1,500,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $1.50 PER SHARE November 21, 2002 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., MOUNTAIN TIME, ON DECEMBER 23, 2002 UNLESS THE OFFER IS EXTENDED. ================================================================================ TABLE OF CONTENTS Summary of Our Offer..................................................... 1 Forward Looking Statements...........

mechanism = FIXED...)(1)(A) ================================================================================ UNITED STATES EXPLORATION, INC. 1560 BROADWAY, SUITE 1900 DENVER, COLORADO 80202 (303) 863-3550 OFFER TO PURCHASE FOR CASH UP TO 1,500,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $1.50 PER SHARE November 21, 2002 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., MOUNTAIN TIME, ON DECEMBER 23, 2002 UNLESS THE OFFER IS EXTENDED. ================================================================================ TABLE OF CONTENTS Summary of Our Offer..................................................... 1 Forward Looking Statem...

must_tender_all = True...already accepted your shares for payment, at any time after January 21, 2003. IN WHAT ORDER WILL TENDERED SHARES BE PURCHASED? WILL TENDERED SHARES BE PRORATED? (SECTION 1) - First, we will purchase shares from all holders of odd lots of less than 100 shares who properly tender all of their shares; and - Second, subject to the conditional tender provisions described in Section 6 of the Offer to Purchase, we will purchase all other shares tendered on a pro rata basis, with appropriate adjustments to avoid purchases of fractional shares. WHAT DO THE COMPANY AND ITS BOARD OF DIRECTORS THINK OF THE OFFER? (SECTION 2) - While our board...

price = USD 1.5...======== UNITED STATES EXPLORATION, INC. 1560 BROADWAY, SUITE 1900 DENVER, COLORADO 80202 (303) 863-3550 OFFER TO PURCHASE FOR CASH UP TO 1,500,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $1.50 PER SHARE November 21, 2002 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., MOUNTAIN TIME, ON DECEMBER 23, 2002 UNLESS THE OFFER IS EXTENDED. =============================================================================...

threshold = 100...greater number of shares as the Company may elect 6 to purchase) from all tendering shareholders a pro rata basis, with appropriate adjustments to avoid purchases of fractional shares. ODD LOTS. The term "odd lots" means all shares tendered by any person (an Odd Lot Holder) who owns beneficially or of record an aggregate of fewer than 100 shares and so certified in the appropriate place on the Letter of Transmittal. To qualify for this preference, an Odd Lot Holder must tender all shares owned by the Odd Lot Holder. Odd lots will be accepted for payment before any proration of the purchase of other tendered shares. This preference is not available for partial tenders or to benef...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 3 d01465exv99wxayx1yxay.txt FORM OF OFFER TO PURCHASE EXHIBIT (a)(1)(A) ================================================================================ UNITED STATES EXPLORATION, INC. 1560 BROADWAY, SUITE 1900 DENVER, COLORADO 80202 (303) 863-3550 OFFER TO PURCHASE FOR CASH UP TO 1,500,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $1.50 PER SHARE November 21, 2002 THE OFFER AND WIT...