Recommended Offer For Alliance Resources

ALLIANCE RESOURCES PLC 22 October 1999 AMERICAN RIVERS OIL COMPANY (('AROC') RECOMMENDED OFFER FOR ALLIANCE RESOURCES PLC ('ALLIANCE') Further to the announcements made on 23 July and 10 August 1999, the Boards of AROC and Alliance announce a Recommended Offer made by AROC for the entire issued share capital of Alliance. The Offer is being made on the basis of 1 share of AROC common stock for every 1 Allance Share. As announced by AROC and Alliance on 10 August 1999, following discussions with the Panel on Takeovers and Mergers, the Offer is not subject to the requirements of the City Code on Takeovers and Mergers. The Offer is conditional on, inter alia, the holders of at least a majority of Alliance Shares having accepted the Offer. The full conditions of the Offer are set out in Appendix 1. The formal Offer Document, setting out the details of the Offer, the Form of Acceptance and, in the case of shareholders with UK registered addresses, a circular have been despatched to Alliance shareholders. The directors of AROC and Alliance accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of AROC and Alliance (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. For further details contact: Alliance Resources PLC American Rivers Oil Company Jak Keenan Karlton Terry Chairman and Managing Director President 4200 E Skelly Drive 700 East 9th Street Tulsa Denver Oklahoma Colorado 80203 USA USA Tel: 001 918 491 1100 Tel: 001 303 832 1117 APPENDIX 1 CONDITIONS OF THE OFFER The Offer is subject to the satisfaction of the following conditions: 1. The shareholders of American Rivers Oil Company ('American Rivers') must have approved the reincorporation, being the merging of American Rivers into a subsidiary of AROC. 2. The holders of at least a majority of the ordinary shares of Alliance must have accepted the Offer. 3. No action, suit or proceeding is pending or threatened in which an unfavourable ruling would prevent the reincorporation or the Offer; cause the reincorporation or the Offer to be rescinded following completion; cause AROC, Alliance or American Rivers, or any of their officers or directors, to become liable for any material damages; or affect adversely the right of AROC to own the former asset or to operate the former businesses of American Rivers. 4. There has not been any statute, rule or regulation enacted, promulgated or deemed applicable to the transactions by any governmental entity that prevents the reincorporation or the Offer. 5. AROC must have entered into agreements with the holders of Alliance's warrants, convertible loan notes and convertible restricted voting shares providing for issuance of warrants, convertible shares or common stock to those holders on substantially the same terms as those instruments currently provide with respect to Alliance. It is anticipated that the conditions will have been met not later than 19 November, 1999.