ORION Petroleum to Change Business Focus.

PUCKETT, Miss. -- ORION Petroleum Corp. (PINK SHEETS:ONPC) announced that it has sold off the remaining portion of its interest in the Puckett Oil and Gas Field in three separate transactions which will net the company over $1,000,000 in cash. Upon completion of these transactions, ONPC will have sold all its interests in the Puckett Field. The company will be using the funds from these sales to acquire interest in the mining and minerals sector, and shift its business focus away from the oil and gas industry. The company will be pursuing a name change in the near future to reflect its new strategic direction.

ORION Petroleum, in November, 2004 purchased a 32.5% carried working interest in the Puckett Field. As announced on December 23, 2004, ONPC sold 8% of its working interest in Puckett to Consolidated Odyssey Explorations (TSX VENTURE:ODE) for the price of USD $150,000 payable upon execution of the binding letter of intent. The effective date for this agreement was December 1, 2004 at which time, ODE began earning 8% of net revenue from the field subject to the terms of the agreement, without any expenditure commitment on current re-completions or new drilling prospects until August Energy Corp. (PINK SHEETS:AENC) has expended USD$2,000,000 on the property, which is scheduled to be completed in June 2005, but may occur sooner.

On February 2, 2005, ONPC sold an additional 20.5% carried working interest in Puckett to ODE, with no reservations, for a total of USD $1.05 million payable as follows: USD $105,000 upon execution of the binding letter of intent, USD $420,000 upon completion of ODE's proposed financing announced on Jan. 10, 2005, and USD $525,000 payable by way of 50% of the net production revenue attributable to the acquired interest. This transaction shall be considered effective Dec. 1, 2004, at which time ODE began earning 24.5% of net production revenue from the field.

Also on February 2, 2005, ORION's remaining 4% interest in the Puckett Field was sold to US Oil and Gas Resources (TSX VENTURE:USR) for a total sum of USD $400,000 payable as follows: USD $40,000 upon execution of the binding letter of intent, $160,000 upon completion of the proposed $660,000 USR financing announced February 2, 2005, and USD $200,000 payable by way of 50% of the production revenue attributable to the acquired interest. This agreement shall be considered effective as of December 1, 2004, at which time USR began earning 4% of net revenue from the field subject to the terms of the agreement, without any expenditure commitment on current re-completions or new drilling prospects until AENC has expended USD $2,000,000 on the property, which is scheduled to be completed in June 2005, but may occur sooner.

This last transaction between ORION and US Oil can be considered a related party transaction since a majority of the directors of ONPC are also directors of USR.

Certain information included in this communication (as well as information included in oral statements or other written statements made or to be made by ORION Petroleum Corp.) contain statements that are forward looking, such as statements related to the future anticipated direction of the oil and gas industry, plans for future expansion, various property development activities, planned capital expenditures, future funding resources, anticipated production and reserve growth. These forward-looking statements are subject to a number of known and unknown risks and uncertainties that could cause actual operations or results to differ materially from those anticipated.

Orion Petroleum Corp. (PINK SHEETS:ONPC)