U.S. Oil and Gas Resources Inc.

U.S. Oil and Gas Resources Inc.
Consolidated Odyssey Exploration Inc.

Consolidated Odyssey Exploration Inc.

April 19, 2005 06:00 ET

Consolidated Odyssey Exploration Inc. and U.S. Oil and Gas Resources Inc. Combine Assets


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: U.S. OIL AND GAS RESOURCES INC.

TSX VENTURE SYMBOL: USR

AND CONSOLIDATED ODYSSEY EXPLORATION INC.

TSX VENTURE SYMBOL: ODE

APRIL 19, 2005 - 06:00 ET

Consolidated Odyssey Exploration Inc. and U.S. Oil and
Gas Resources Inc. Combine Assets

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - April 19, 2005) -
Consolidated Odyssey Exploration Inc. ("ODE") (TSX VENTURE:ODE) and U.S.
Oil and Gas Resources Inc. ("USR") (TSX VENTURE:USR) (ODE and USR
collectively referred to as the "Companies") announce today that they
have entered into an agreement whereby ODE and USR will combine their
respective interests in the Puckett, Iowa and Pelahatchie, Mississippi
and Louisiana oil and gas fields. The consolidation of the joint
holdings of the two Companies will result in administrative efficiencies
and a reduction in regulatory and other presently duplicated costs. The
consolidated property interests will result in Newco holding a 82.5%
working interest in the Puckett field, a 45% working interest in the
Iowa field, and a 66 2/3% working interest in the Pelahatchie field. USR
has agreed to dispose of its non-Mississippi and Louisiana assets to the
benefit of its shareholders prior to the completion of the arrangement.

The combination will be completed through the acquisition by ODE of all
of the common shares of USR under a Plan of Arrangement. Under the terms
of the arrangement, USR shareholders will be entitled to receive one
common share of ODE for each two common shares of USR. ODE also intends
to change its name effective upon the closing of the transaction
contemplated under the Plan of Arrangement.

The Board of Directors of the continuing entity will consist of five
directors to be jointly determined by ODE and USR.

The Plan of Arrangement is subject to a number of conditions, including
the finalization of formal documentation, receipt by each of ODE and
USR's Board of Directors of a fairness opinion regarding the
transaction, receipt of Court approval, regulatory approval, and
approval of the shareholders of each of ODE and USR of the arrangement
and other customary conditions. It is anticipated that shareholders'
meetings will be held in late June 2005 to consider the transaction.

Further information regarding the transaction will be included in
subsequent shareholder material.

ON BEHALF OF THE COMPANIES

Consolidated Odyssey Exploration Inc.

Basil Pantages, President

U.S. Oil and Gas Resources Inc.

Jurgen Wolf, President

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Contact Information

  • FOR FURTHER INFORMATION PLEASE CONTACT:
    U.S. Oil and Gas Resources Inc.
    Jurgen Wolf
    President
    (604) 681-1559
    (604) 696-5161 (FAX)
    usoil@direct.ca
    or
    Consolidated Odyssey Exploration Inc.
    Basil Pantages
    President
    (604) 718-2800
    (604) 718-2808 (FAX)
    pubco@odysseyexplorations.com
    The TSX Venture Exchange does not accept responsibility for the adequacy
    or accuracy of this release.