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To: The Osprey who wrote (94556)	10/24/2001 10:55:59 AM
From: DADEPFAN	Respond to of 150070

ASPG - News Aspen Group Resources to Acquire Endeavour Resources; Acquisition to Increase Production by 60% October 24, 2001 09:05:00 AM ET OKLAHOMA CITY & CALGARY, Alberta--(BUSINESS WIRE)--Oct. 24, 2001-- Aspen Group Resources Corporation, (TSE:ASR, OTCBB:ASPG) and Endeavour Resources Inc. (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. 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 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 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. 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. Endeavour is listed on the Canadian Venture Exchange (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 under the symbol ASR and on the NASDAQ 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 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. Contact Information: Aspen Group Resources Corporation Kevin O'Connor, 877/775-8734 koconnor@asgrc.com URL: www.asgrc.com or Endeavour Resources Inc Jeffrey J. Chad, 403/777-9200 Fax: 403/777-9199 info@endeavourresources.com URL: www.endeavourresources.com © 2001 BusinessWire