Aspen and ProMax Disclose Terms to Proposed Combination.

Business Editors

OKLAHOMA CITY & CALGARY, Alberta--(BUSINESS WIRE)--Feb. 28, 2002

Aspen Group Resources Corporation (TSE: ASR, OTCBB: ASPGF)(Aspen), and ProMax Energy Inc. (TSE: PMY)(ProMax) today disclosed the basic terms of the agreement for the combination of Aspen and Promax through a new parent company to be incorporated in Canada. The terms of the Agreement have been approved by the Board of Directors of both companies and are subject to completion of due diligence, regulatory, statutory, lender, and shareholder approval.

The Agreement provides for the creation of a new Company owned 55% by ProMax Shareholders and 45% by Aspen Shareholders. Following the completion of the proposed combination the new Company will issue up to 100,000,000 class A common shares on a pro rata basis exchangeable on at least a one-for-one basis for the issued and outstanding shares of Aspen and ProMax at a record date to be determined.

The new parent company will be Aspen Group Resources Inc. and application will be made for continued listing on The Toronto Stock Exchange and on the OTCBB. Officers will include Jack Wheeler (Chairman & Chief Executive Officer); Alexander Lemmens (President & Chief Operating Officer); Randy Clark (Executive Vice President & Chief Financial Officer); Ron Mercer (Senior Vice President); and Carla Driedger (Corporate Secretary).

"Aspen and ProMax are companies that have been created through acquisitions and exploitation drilling, observing a philosophy of growth with low risk," stated Jack Wheeler, Chairman & CEO, Aspen. "By combining the Companies we enhance our ability to grow. While continuing to focus on drilling and development programs, current access to accretive acquisitions will allow the new Company to continue the exceptional growth records of both Aspen and ProMax."

The new Company will have initial production of more than 5,000 BOEPD with a year-end target of more than 8,000 BOEPD. The value of the reserves of the new Company are estimated at more than C$400,000,000 on a NPV10 basis with significant natural gas development potential in the US and Canada. Ninety percent of the new Company's initial production will be natural gas.

"The depth and experience of the new Management Team brings the best of Aspen and Promax together," stated Alex Lemmens, President and CEO of Promax. "In combining these two experienced teams, we will increase our management strength in the operations area which will enabled us to reduce our overall costs, continue to grow our production and deliver enhanced value to the Shareholders of the new Company."

The effective date of the transaction will be January 1, 2002 and is expected to close within ninety days.

About Aspen

Aspen Group Resources Corporation is an independent Oil and Natural Gas Producer engaged in the Acquisition, Exploration, Production and Development of oil and natural gas properties in the Mid Continent Region in the US and Western Canada. Aspen's shares trade on The Toronto Stock Exchange under the symbol ASR and on the OTCBB under the symbol ASPGF.

About ProMax

ProMax Energy is a rapidly growing junior oil and gas exploration and production company focusing on natural gas in southeastern Alberta. It is well positioned to play a key role in the development of 500,000 acres of shallow gas in the Cessford area of Alberta including platform production from the Medicine Hat/Milk River zones and potential higher productivity from up to 15 other horizons.

For additional information:

For Promax:
Alexander Lemmens, President and CEO  -or-
Randy Clark, Vice President and CFO
403-261-8880
403-261-8818 (fax)

For Aspen:
Kevin O'Connor
Director of Corporate Communications
877-775-8734
[e-mail]

Or visit the Company's websites at www.asgrc.com and
www.promaxenergy.com

Portions of this document include "forward-looking statements", which may be understood as any statement other than a statement of historical fact. Forward-looking statements contained in this document are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and 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. Such factors include, among others, production variances from expectations, uncertainties about estimates of reserves, volatility of oil and gas prices, the need to develop and replace reserves, the substantial capital expenditures required to fund operations, environmental risks, drilling and operating risks, risks related to exploratory and developmental drilling, competition, government regulation, and the ability of the company to implement its business strategy.