Quest Minerals & Mining Reaches Agreement With Convertible Noteholders on Debt Restructuring

Significant Step in Quest's Previously Announced Ongoing Initiative to Resolve Its Debt and Improve Its Financial Liquidity

Quest Minerals & Mining Corp. (OTCBB: QMMG), a Kentucky based operator of energy and mineral related properties, today announced that it has reached agreements with a group of noteholders representing approximately $1,050,000, or 74%, of its 7% convertible secured promissory notes due February 2006 on a financial structuring that reduces approximately $125,000 of debt and extends the maturity of the remaining notes to February 2007. Quest has filed current reports on Form 8-K with the Securities and Exchange Commission disclosing the restructuring agreements. The agreements, which incorporate the terms of the restructurings, are attached to these current reports on Form 8-K.

The debt restructuring is a significant step in Quest's previously announced ongoing initiative to resolve its debt and improve its financial liquidity. Through this initiative, Quest intends to regain its financial health by restructuring its highly leveraged balance sheet. By this restructuring, the company has restructured the majority of the privately held debt of Quest Minerals & Mining Corp., which is a parent holding company without business operations of its own. The company is continuing its efforts to restructure the privately held debt of Gwenco, Inc., the company's operating subsidiary. Quest re-emphasized that this intended financial restructuring is being designed to allow the company to resume operations at the Pond Creek mine at Slater's Branch as well as pursue other energy related opportunities.

As part of the restructuring agreements, the group of noteholders agreed to amend and restate the convertible notes to extend the maturity dates to March 2007. In addition, the company and the noteholders resolved several disputes arising out of the note transactions, including terms of conversion, exercisability of warrants, and registration rights.

Eugene Chiaramonte, Jr., President of Quest, said, "We believe that the restructuring of these convertible notes is a major milestone for Quest in our ongoing restructuring initiative, and we are continuing to work on restructuring the balance of our debt. We continue to believe that a restructured balance sheet and an infusion of short-term working capital will allow us to obtain all required regulatory approvals and recommence mining operations at the Pond Creek mine at Slater's Branch. We also believe that it would allow us to pursue other energy related opportunities to enhance stockholder value and also create more jobs in the region. We estimate that we have total recoverable coal reserves of nine million tons, consisting of both proven and probable reserves, and that a restructuring would allow us to recommence mining operations to service our debt obligations and to enhance our results of operations."

Chiaramonte continued, "We continue to believe that this ongoing restructuring initiative is in the company's and the local community's best interests, will provide a level of debt that our operations can be expected to support, and enhance the prospects of a stronger Quest tomorrow. We appreciate the cooperation that our noteholders have shown in concluding this portion of the restructuring, and we thank them for their continued support of our company."

About Quest Minerals & Mining

Quest Minerals & Mining Corp., or Quest, acquires and operates energy and mineral related properties in the southeastern part of the United States. Quest focuses its efforts on properties that produce quality compliance blend coal. For more information on Quest Minerals & Mining Corp., please visit our website at www.questminerals.com.

Forward-Looking Statements

This document contains discussion of items that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although Quest believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurances that its expectations will be achieved. Factors that could cause actual results to differ from expectations include, but are not limited to, lack of revenue producing operations, lack of working capital, debt obligations, judgments and lien claims against Quest and certain of its assets, difficulties in refinancing short term debt, difficulties identifying and acquiring complementary businesses, fluctuations in coal, oil & gas, and other energy prices, general economic conditions in markets in which Quest does business, extensive environmental and workplace regulation by federal and state agencies, other general risks related to its common stock, and other uncertainties and business issues that are detailed in its filings with the Securities and Exchange Commission.