Aspen Group Resources to Acquire Endeavour Resources; Acquisition to Increase Production by 60%.Business Editors OKLAHOMA CITY & CALGARY, Alberta--(BUSINESS WIRE)--Oct. 24, 2001 Aspen Group Resources Corporation, (TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). :ASR (Automatic Speech Recognition) Using voice recognition to replace keypad entry for telephone voice menus. Typically used to speak the digits 0 through 9 insted of keying them, ASR systems may be able to recognize a limited vocabulary. See voice recognition and AVSR. , OTCBB OTCBB See OTC Bulletin Board (OTCBB). :ASPG ASPG Advanced Software Products Group, Inc. ASPG Army Strategic Planning Guidance ASPG Azerbaijan Society of Petroleum Geologists ASPG Automated Data Processing Standards Policy Group ) and Endeavour Resources Inc. (CDNX CDNX See Canadian Venture Exchange (CDNX). :ERU) announced today that the Boards of Directors of both Companies have unanimously approved a Pre-Acquisition Agreement. Pursuant to the Agreement, Endeavour Shareholders who tender their shares will receive for each common share of Endeavour 0.2375 common shares of Aspen plus 0.11875 share purchase warrants of Aspen, each whole warrant entitling the holder to purchase one common share of Aspen for US$1.25 until September 30, 2002 or US$1.75 thereafter until June 30, 2003. If all Endeavour shares are tendered, Aspen will issue up to approximately 11.5 million Aspen common shares from Treasury. Aspen and Endeavour also announced that a Lock-Up Agreement has been reached with significant Shareholders of Endeavour, including Endeavour Management, holding up to approximately 49% of the issued and outstanding shares of Endeavour. In addition, Endeavour has agreed to pay a break-up fee of US$500,000 to Aspen in the event of a successful competing bid. Aspen has also agreed to pay a break-up fee of US$500,000 to Endeavour in the event that more than 50% of Endeavour shares are tendered and not acquired by Aspen or if a third party acquires more than 50% of the shares of Aspen. Endeavour has operations in Alberta, Canada and in Texas, United States with average net daily production estimated at 750 BOEPD BOEPD Barrels of Oil Equivalent Per Day . Approximately 75% of its production is natural gas and 25% oil. Proven oil and gas reserves as at December 31, 2000 were 186,000 BBLS BBLS Barrels BBLS Bachelor of Business and Legal Studies (University College Dublin, Ireland) BBLS Be Back Later Sometime BBLS Binary Bent-Lifted Sequence BBLS Bare Base Life Support of oil and 4.3 BCF of gas. "Aspen has built a solid, growing company through its acquisition and exploitation model", stated Jack Wheeler, Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Aspen. "The acquisition of Endeavour is by far our most significant to date and we anticipate that it will increase our daily production by almost 60%. It will compliment our business model by adding a strong exploration and development program in Canada. Endeavour's Management Team has built an outstanding gas-weighted production platform with quality exploration potential in multiple areas. We see the acquisition of Endeavour as accretive to our cash flow and earnings immediately following closing." "We are very excited about the leverage gained in merging with Aspen", added Jeffrey Chad, President and CEO of Endeavour. "There are a great number of acquisition opportunities in the United States and Canada which we can now begin to address as a larger company." In Canada, Endeavour owns working interests in several areas of operations in Alberta including Atlee, Beaumont, Butte, Hercules, Namaka, Sturgeon Lake, and the Taber/Grassey Area. In the United States, Endeavour owns working interests in a producing property located in the Pandura Field in Webb County Texas and is currently drilling in Sabine County, Texas Sabine County is a county located in the U.S. state of Texas. It was organized on December 14, 1837 and named for the Sabine River, which forms its eastern border. In 2000, its population was 10,469. Its seat is Hemphill6. Geography According to the U.S. .
Acquisition Highlights
-- Gross production increases to approximately 2000 BOEPD
-- Increases net proven reserves
-- The transaction is accretive to cash flow and earnings in
fiscal 2002
-- Provides base of operations in both the United States and
Canada
The transaction is subject to U.S. and Canadian regulatory approvals and other standard closing conditions. The offering circular associated with the transaction is expected to be mailed to Endeavour's Shareholders as soon as practicable. Completion of the transaction is expected by December 31, 2001. Management from Aspen and Endeavour will discuss this transaction in a conference call on October 24, 2001. The conference call will begin at 10:30 a.m. (eastern time). The conference call may be accessed by dialing 1-888-433-1680. For those unable to participate, a recording of the call will be available after 6:00 p.m. by dialing 1-800-558-5253, access code 19919645. Endeavour is a Calgary based oil and gas company actively engaged in the exploration and development of oil and natural gas in Western Canada and Southern United States The Southern United States—commonly referred to as the American South, Dixie, or simply the South—constitutes a large distinctive region in the southeastern and south-central United States. . Endeavour is listed on the Canadian Venture Exchange The Canadian Venture Exchange (CDNX) is now a defunct stock exchange having been acquired by the TSX Group in 2001 and renamed the TSX Venture Exchange. History of the Canadian Venture Exchange (CDNX) (CDNX) and trades under the symbol "ERU". Aspen Group Resources Corporation is an independent Oil and Natural Gas Producer engaged in the Acquisition, Exploitation, Production and Development of oil and natural gas properties. Aspen has production and land holdings in Eleven States in the United States, with core operations focused primarily in Oklahoma, Kansas and Texas. Aspen's shares trade on The Toronto Stock Exchange Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. under the symbol ASR and on the NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on OTC OTC See: Over-the-counter. OTC See over-the-counter market (OTC). under the symbol ASPG. Additional information on Aspen Group Resources Corporation is available from: Kevin O'Connor Director of Corporate Communications 877-775-8734 koconnor@asgrc.com Or visit the Company's website at www.asgrc.com Additional information on Endeavour Resources Inc is available from: Jeffrey J. Chad President and CEO (403) 777-9200, Fax: (403) 777-9199 info@endeavourresources.com Or visit the Company's website at www.endeavourresources.com Portions of this News Release may include certain "forward-looking statements" made pursuant in the "Safe Harbour" Provision of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These statements are Based on Management's current expectations are subject to uncertainty and changes in circumstances. Actual results may vary materially from management's expectations and projections expressed in this Document. Certain factors that can affect the Company's ability to achieve projected results are described in the Company's Annual Report on Form 10-KSB and other Reports filed with the Securities and Exchange Commission. The Canadian Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. |
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