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Assure Energy, Inc. and Quarry Oil & Gas Ltd. Announce Completion of Plan of Arrangement.


CALGARY, Alberta -- Assure Energy, Inc. ("Assure") (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
:ASURF ASURF (Large) Area Surface (Heating) Facility ) (Frankfurt:ASL ASL - Algebraic Specification Language )(WKN WKN Wertpapier-Kenn-Nummer (identifying number assigned to securities traded in Germany)
WKN Warrior Knowledge Network (US Army) 
 357954) and Quarry Oil & Gas Ltd. ("Quarry) (TSX TSX Toronto Stock Exchange (TSE before April, 2002)
TSX Transfer from Stack Pointer to Index
TSX True Space Extension
 VENTURE:QUC QUC Quebec Urban Community
QUC Number of Last Received Message (Radiotelegraphy) 
), jointly announce that they have completed their previously announced statutory plan of arrangement (the "Arrangement") pursuant to which Quarry and Assure combined their businesses and operations, with the merged company continuing under the name of Assure Energy, Inc.

The Arrangement was approved by 96.23 % of the securityholders of Quarry who voted at the special meeting of the securityholders of Quarry held on December 17, 2004. Additionally, the Arrangement was approved by 89.72 % of the votes cast by certain disinterested holders of Quarry securities (such votes do not include the votes cast by Assure and management and directors of Assure). The final order of the Court of Queen's Bench of Alberta The Court of Queen's Bench of Alberta is the superior court of the Canadian province of Alberta. Structure
  • The Court of Queen's Bench of Alberta consists of a Chief Justice and several judges plus those judges who have elected supernumerary status after many years
 approving the Arrangement was also granted on December 17, 2004. Each outstanding Quarry common share now only represents the right to 0.360 of an Assure common share. All warrants to acquire Quarry common shares have now been cancelled. Letters of transmittal will be mailed to the former holders of Quarry common shares shortly to provide for the exchange of Quarry common shares into Assure common shares.

A Canadian stock exchange listing for the common shares of Assure was not a condition precedent condition precedent n. 1) in a contract, an event which must take place before a party to a contract must perform or do their part. 2) in a deed to real property, an event which has to occur before the title (or other right) to the property will actually be in the  to the Arrangement taking place and has not been obtained. Assure will continue to make commercially reasonable efforts to obtain a listing of its common shares on a stock exchange in Canada. The Assure common shares (including the common shares issued pursuant to the Arrangement) will continue to be tradeable over the OTCBB and on the Frankfurt Stock Exchange Frankfurt Stock Exchange

The largest of Germany's eight securities exchanges, operated by Deutsche Borse AS.
, and are otherwise freely tradeable in Canada under relevant securities legislation.

Assure is pleased to welcome Colin McNeil, a former director of Quarry, to the Assure Board of Directors. As contemplated in the Arrangement Lisa Komoroczy has resigned from her position as a director of Assure. Colin McNeil joins the existing Board of Directors of Assure consisting of Harvey Lalach and James Golla.

The issued and outstanding share capital of Assure (including the common shares issued pursuant to the Arrangement) is currently comprised of approximately 23,734,108 common shares.

Assure Energy, Inc. is an Alberta, Canada corporation that is principally engaged in the exploration, development and acquisition of petroleum and natural gas located in Canada's Western Sedimentary Basin. Assure operates through its wholly-owned subsidiary Assure Oil & Gas Corp. and its wholly-owned subsidiary Westerra 2000 Inc. Assure trades on the OTCBB under the symbol ASURF and on the Frankfurt Stock Exchange under the symbol "ASL" (WKN 357954).

FORWARD-LOOKING STATEMENTS

Certain statements contained in this news release that are not based on historical facts are "forward- looking statements" and are prospective. These statements may appear in a number of different places in this news release and can be identified by words such as "estimates", "projects", "expects", "intends", "believes", "plans", or their negatives or other comparable words. Forward-looking statements include statements regarding the outlook for Assure's future operations, plans and statements about future market conditions, supply and demand conditions, forecasts of future costs and expenditures, and other expectations, intentions and plans that are not historical fact. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Many of these factors are beyond the control of Assure. Consequently, all forward-looking statements made in this news release are qualified by this cautionary statement and there can be no assurance those actual results or developments anticipated will be realized.

The TSX Venture Exchange TSX Venture Exchange

Originally called the Canadian Venture Exchange (CDNX), this was a result of the merger of the Vancouver and Alberta stock exchanges. The goal of TSX Venture Exchange is to provide venture companies with effective access to capital while protecting investors.
 has not approved or disapproved of the information contained herein.

Assure Energy, Inc. (OTC Bulletin Board OTC Bulletin Board

An electronic quotation listing of the bid and asked prices of OTC stocks that do not meet the requirements to be listed on the NASDAQ stock-listing system.
:ASURF) (FRANKFURT:ASL)

Assure Energy, Inc. (OTC Bulletin Board:ASURF) (FRANKFURT:ASL)

Quarry Oil & Gas Ltd. (TSX VENTURE:QUC)
COPYRIGHT 2004 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2004, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Dec 20, 2004
Words:637
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