U.S. Oil and Gas Resources Inc.

U.S. Oil and Gas Resources Inc.
Sniper Enterprises Inc.

April 29, 2005 06:00 ET

Sniper Enterprises Inc. & U.S. Oil and Gas Resources Inc. Announce Purchase and Sale Agreement


NEWS RELEASE TRANSMITTED BY CCNMatthews

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

TSX VENTURE SYMBOL: USR

AND SNIPER ENTERPRISES INC.

NEX BOARD SYMBOL: SNQ.H

APRIL 29, 2005 - 06:00 ET

Sniper Enterprises Inc. & U.S. Oil and Gas Resources
Inc. Announce Purchase and Sale Agreement

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - April 29, 2005) - Sniper
Enterprises Inc. (NEX:SNQ.H) and U.S. Oil and Gas Resources Inc. (TSX
VENTURE:USR): (herein together called the "companies") are pleased to
announce that, subject to acceptance for filing by the TSX Venture
Exchange (the "Exchange"), they have entered into a purchase and sale
agreement dated April 29, 2005, pursuant to which USR has agreed to sell
and assign to Sniper 100% of its real and tangible personal property
interests (including working interest, net revenue interest and
overriding royalty interest, if applicable) in the Alexander Prospect,
Alberta, the Atoka gas properties in Oklahoma, the Clayton #2 gas well
in Texas, and the Hubach #2 well in Texas (the "Properties"). In
consideration therefor, subject to an independent evaluation in
accordance with the Exchange's policies, Sniper has agreed to issue to
USR up to a maximum of 20,000,000 common shares in its capital stock at
a deemed price of $0.07 per share for total consideration of $1,400,000,
which USR proposes to distribute to its shareholders on a pro-rata basis
as a dividend in specie. Sniper presently has 21,892,368 shares issued
and outstanding.

Description of Properties:

Alexander Prospect (Alberta)

Sniper will acquire a 5% interest in and to the petroleum and natural
gas rights to the Belly River Formation on Sections 4, 7, 8, &
18-57-1W5M, in the Alexander Prospect near Edmonton, Alberta and the
following interests in four wells.



Alex 3 of 7 Belly River gas well, completed 5% working interest

Alex 100 3 of 7 Water disposal well 5% ownership

Alex 6 of 7 Ellerslie and Wabamun 1% before and 5% after
oil well, completed working interest

Alex 12 of 7 Ellerslie oil well, completed 5% working interest


It is anticipated that the two oil wells that are in the Ellerslie and
Wabamun zones will produce collectively 150bbls per day according to
recent swab testing. The Ellerslie zone is expected to produce 250 mcf
per day. The third well is in the Belly River zone and it is also
expected to produce 250 mcf per day. All three wells are ready to be
placed on-line within the next two months. Approval and installation of
pipelines and battery facilities is pending. Further development
potential is available on this property.

Atoka Gas Properties - (Oklahoma)

Sniper will acquire a 25% working interest in three gas wells located in
Oklahoma referred to as the Atoka properties as they are located in the
County of Atoka. These wells produce approximately 1,036 mcf/day of gas
and about 36 bbl/day. Included is a 25% back-in after payout interest on
24 repurchased wells with Oak Hills Energy Inc., subject to the terms
and conditions set forth in the purchase and sale agreement dated
February 11, 2003.

Hubach/Clayton (Texas)

Sniper will acquire a 40% working interest in the Humbach #2 well
located in Runnels County, Texas, and a 25% working interest in the
Clayton 1 gas well. These wells are operated by Paluca Petroleum Inc.

New Director

Sniper is pleased to announce the appointment of Gilbert G. Talafuse,
BSc. Geology, to its Board of Directors.

Mr. Talafuse has been involved in the oil and gas industry since the
1980's when he worked with Tennessee Gas Pipeline, a Tenneco company,
and was responsible for Gulf of Mexico Region oil and gas studies. In
1988 he became manager of Geologic Services for that company. Throughout
his tenure he served on the U.S. Potential Gas Committee and provided
analysis for the AGA (American Gas Association). In 1991, he left
Tennessee Gas to form independent ventures which focused on the
acquisition and analysis of three-dimensional seismic along the Texas
Gulf Coast. These projects resulted in shooting over 100 square miles of
seismic and drilling over 60 wells with a success rate of over 70%. More
recently, Mr. Talafuse has been intimately involved in the further
exploration of the Puckett and Pelahatchie fields in Mississippi, and
the Iowa Field in Louisiana.

Completion of the transaction is subject to a number of conditions,
including, but not limited to, Exchange acceptance and disinterested
shareholder approval. The transaction cannot close until the required
shareholder approval is obtained. There can be no assurance that the
transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Management
Information Circular to be prepared in connection with the transaction,
any information released or received with respect to the change of
business may not be accurate or complete and should not be relied upon.
Trading in the securities of Sniper Enterprises Inc. should be
considered highly speculative.

The Exchange has in no way passed upon the merits of the proposed
transaction and has neither approved nor disapproved the contents of
this press release.



ON BEHALF OF THE COMPANIES

Sniper Enterprises Inc. U.S. Oil & Gas Resources Inc.

"Ron Hughes" "Jurgen Wolf"

Ron Hughes, President Jurgen Wolf, President


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Contact Information

  • FOR FURTHER INFORMATION PLEASE CONTACT:
    U.S. Oil & Gas Resources Inc.
    Jurgen Wolf
    President
    (604) 681-1559
    (604) 696-5161 (FAX)
    usoil@direct.ca
    or
    Sniper Enterprises Inc.
    Ron Hughes
    President
    (604) 718-2800
    (604) 718-2808 (FAX)
    ron@sniperenterprises.ca
    The TSX Venture Exchange does not accept responsibility for the adequacy
    or accuracy of this release.