U.S. Oil and Gas Resources Inc.
TSX VENTURE : USR

U.S. Oil and Gas Resources Inc.

June 24, 2005 14:24 ET

U.S. Oil and Gas Resources Inc.: Extraordinary General Meeting Rescheduled

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - June 24, 2005) - U.S. Oil and Gas Resources Inc. (TSX VENTURE:USR) would like to announce that the extraordinary general meeting for all its shareholders originally scheduled for June 30, 2005, has been rescheduled for July 29, 2005. The Company will seek shareholder approval to proceed with the previously announced amalgamation.

Plan of Arrangement with ODE

One of the objectives of the EGM is to pass a special resolution to approve an arrangement involving the Company, Consolidated Odyssey Explorations Inc. (TSX VENTURE:ODE) ("ODE") and their security holders. Under the terms of the arrangement, USR shareholders will be entitled to receive one (1) common share of ODE for each two (2) common shares of USR as at the record date of the arrangement. The record date for this transaction has been set for June 29, 2005.

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. For more details on the Plan of Arrangement, refer to the Company's news release dated April 19, 2005.

The Plan of Arrangement/amalgamation will require the approval of the shareholders of USR at the extraordinary general meeting on June 30, 2005 at 11:00am.

USR Oil and Gas assets not included in the amalgamation

Subject to all regulatory approvals USR entered into an agreement with Sniper Enterprises Inc. (SNQ.H) ("Sniper") in which USR will sell certain oil and gas properties to Sniper for up to 20 million common shares of Sniper (see May 12, 2005 news release for more details). These "bonus" shares will be distributed to all shareholders of USR stock without them having to give up any USR shares. If all 20,000,000 Sniper shares are issued, each USR shareholder will receive one (1) Sniper share for every five (5) USR shares held on the record date which is yet to be determined in accordance with regulatory procedure.

The end result of both these transactions is that shareholders of USR will end up owning common shares of two separate public companies; Sniper and the Amalgamated entity of USR and ODE.

On behalf of the Board of Directors,

JURGEN WOLF, Director

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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