Assure Energy, Inc. and Quarry Oil & Gas Ltd. Announce Execution of Formal Agreement to Combine Companies and Amended Terms of Transaction.

CALGARY, Alberta -- Assure Energy, Inc. ("Assure") (OTCBB:ASURF), and Quarry Oil & Gas Ltd. ("Quarry") (TSX VENTURE:QUC), jointly announce that they have executed a formal Arrangement Agreement (the "Arrangement Agreement") to combine the two entities.

Assure and Quarry have agreed to effect a combination by way of plan of arrangement whereby Assure will, subject to certain conditions, acquire all of the issued and outstanding common shares of Quarry not already owned by Assure for common shares of Assure on the basis of 0.360 of an Assure common share for each Quarry common share (the "Arrangement"). The exchange ratio of 0.360 of an Assure share for each Quarry share differs from the exchange ratio of 0.302 of an Assure share for each Quarry share initially proposed under the non-binding letter of intent announced on October 4, 2004, with the final exchange ratio resulting from additional due diligence, negotiation and the results of the independent valuation performed in respect of the Assure and Quarry shares by Haywood Securities Inc. ("Haywood"), described below. The Arrangement will also result in the cancellation of all of the 1,000,000 warrants to purchase Quarry common shares currently held by Assure. Quarry currently has approximately 17.3 million common shares outstanding and Assure has approximately 20.6 million common shares outstanding. Assure currently owns, through a wholly-owned subsidiary, approximately 8.7 million, or 50.2%, of the currently outstanding common shares of Quarry.

As a result of Assure's current 50.2% ownership of Quarry, the Arrangement constitutes a "related party transaction" within the meaning of certain securities and stock exchange rules, and accordingly, the Arrangement was negotiated and approved by a special committee of the board of directors of each of Assure and Quarry. The Arrangement will require the approval of 66 2/3% of the votes cast by Quarry shareholders and warrant holders voting as a class at a special meeting of Quarry securityholders to be held on Friday, December 17, 2004. Additionally, because it is a related party transaction, the Arrangement requires the approval of a majority of at least 50% of the eligible votes cast (such eligible votes do not include the votes cast by Assure and management and directors of Assure). The board of directors of Quarry has unanimously concluded that the Arrangement is in the best interests of Quarry and its shareholders and unanimously recommends that Quarry securityholders vote in favour of the Arrangement at the special meeting of Quarry securityholders to be held on December 17, 2004.

In addition to receiving the required shareholder approvals described above, closing of the transaction is subject to receipt of the approval of the Court of Queen's Bench of Alberta and all necessary regulatory approvals. The Arrangement Agreement provides that Quarry shall not, directly or indirectly, solicit or initiate any inquiries, discussions or negotiations with any third party with respect to any take-over or other combination proposal and provides Assure with a right to match any acquisition proposal which may be received by Quarry prior to the effective date of the Arrangement.

The directors and management of Quarry believe that the Arrangement is in the best interests of the Quarry Securityholders and that the Arrangement provides a number of benefits or enhancements including the following:

- the combined company will have a larger production base and greater financial resources, enabling it to more effectively undertake and accelerate its oil and natural gas development and exploration opportunities;

- the combined company will have a focussed and experienced management team with a strong record for creating shareholder value;

- the combined company will have increased operating efficiencies;

- the combined company will have increased market capitalization and a wider shareholder base allowing greater access to capital and improved liquidity;

- the combined company will have a stronger balance sheet providing for greater financial flexibility; and

- the combined company will have a well balanced inventory of exploration and development projects.

Haywood acted as independent valuator and financial advisor to Quarry in connection with this transaction and has provided to the special committee of the Board of Directors of Quarry a verbal valuation in respect of the Quarry and Assure shares and its opinion that the consideration to be received by the Quarry shareholders pursuant to the Arrangement is fair, from a financial point of view, to Quarry shareholders.

Mailing of an information circular to Quarry securityholders detailing the Arrangement and containing the independent valuation and fairness opinion completed by Haywood is anticipated in late November 2004, with the Quarry shareholder meeting and completion of the transaction expected to occur on December 17, 2004. Assure shareholders will not be required to vote on the Arrangement.

About Assure

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, through Assure Holdings Inc., owns 8,677,043 common shares of Quarry (approximately 50.2% of the issued and outstanding common shares of Quarry) including 757,143 common shares purchased in a recently completed private placement. Assure trades on the OTCBB under the symbol ASURF.

About Quarry

Quarry Oil & Gas Ltd. is an Alberta, Canada corporation and is a junior oil and gas company engaged in the exploration and development of petroleum and natural gas properties located in Canada's Western Sedimentary Basin. Quarry's common shares trade on the TSX Venture Exchange under the symbol QUC.

Forward Looking Statements

This news release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements, which are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing, government regulation, and other risks defined in this document and in statements filed from time to time with the Securities and Exchange Commission and Canadian securities regulatory authorities, as applicable. All such forward-looking statements, whether written or oral, and whether made by, or on behalf of, Assure or Quarry, are expressly qualified by these cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, Assure and Quarry disclaim any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. Such securities have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States, or to a U.S. Person, absent registration, or applicable exemption therefrom.

The TSX Venture Exchange has neither approved nor disapproved the contents hereof.