Aspen Group Resources Corporation

Aspen Group Resources Corporation

December 08, 2006 09:05 ET

Aspen Enters Agreement to Acquire 100 Percent of Aspen/Westchester JV

Provides operational update

CALGARY, ALBERTA--(CCNMatthews - Dec. 8, 2006) - Aspen Group Resources Corporation (TSX:ASR) ("Aspen" or the "Company") today announced that it has entered into an agreement with Westchester Resources Inc. ("Westchester") to acquire Westchester's 50 percent interest in the joint venture between Aspen and Westchester (the "JV"), so that Aspen will hold 100% of the JV's interests. The transaction includes the interest of Westchester in all leases and wells held by the JV in Manitoba, Saskatchewan, and North Dakota, and any other assets of the JV. The purchase price for the JV Interest will be an offset of the aggregate amounts owing at closing by Westchester to Aspen in respect of the JV. The agreement is subject to regulatory approval. Aspen is arm's length to Westchester and exists under the laws of Ontario.

The Company also announced that it has settled its outstanding lawsuits in the United States involving a former officer and director of Aspen. The terms of the settlement were not publicly disclosed, however funds previously escrowed by Aspen in the event of a settlement were sufficient to meet the monetary terms of the agreement.

The Company also provided an update on its Daly Field program in Manitoba. Aspen has elected to delay its planned drilling in the Daly field until January 2007 in order to allow the Company and its engineers and consultants additional time to activate its disposal well and complete additional stimulation programs on the wells drilled during Phase II of the Daly Field program. Aspen recently closed a $1.4 million private placement to support its ongoing program in the Daly Field. Aspen has over 3,000 acres in the Daly Field that presents significant opportunities to utilize horizontal drilling to find and produce oil from a proven reservoir.

Aspen Group Resources Corporation is an independent oil and natural gas producer engaged in the acquisition, exploration, production and development of oil and natural gas properties in North America. Aspen's shares trade on The Toronto Stock Exchange under the symbol "ASR".

Portions of this document include "forward-looking statements", which may be understood as any statement other than a statement of historical fact. These statements are based on managements' current expectations and are subject to uncertainty and changes in circumstances. Forward-looking statements may include, but are not limited to, statements concerning estimates of recoverable hydrocarbons, expected hydrocarbon prices, expected costs, statements relating to the continued advancement of the Aspen's projects and other statements which are not historical facts. In addition, there can be no assurance that the flow rate estimated herein can be maintained with the testing conducted. When used in this document, and in other published information of Aspen's, the words such as "could," "estimate," "expect," "intend," "may," "potential," "should," and similar expressions are indicative of a forward-looking statement. Although Aspen believes that their expectations reflected in the forward-looking statements are reasonable, the potential results suggested by such statements involve risk and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Forward-looking statements contained in this document are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other applicable securities laws. Certain factors that can affect Aspen's ability to achieve projected results are described in Aspen's Annual Report and Form 20-F, and other reports filed by both companies with the applicable Canadian securities regulatory authorities and by Aspen with the US Securities and Exchange Commission. Factors that can affect the ability of Aspen to achieve projected results include, among others, production variances from expectations, uncertainties about estimates of reserves, volatility of oil and gas prices, the need to develop and replace reserves, the substantial capital expenditures required to fund operations, environmental risks, drilling and operating risks, risks related to exploratory and developmental drilling, competition, government regulation, the ability of Aspen to implement its business strategy, the potential that projects will experience technical and mechanical problems, geological conditions in the reservoir which may negatively impact levels of oil and gas production and changes in product prices and other risks not anticipated by Aspen or disclosed in published material of Aspen. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties.

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