Recommended Offer by AROC

ALLIANCE RESOURCES PLC
23 July 1999

ALLIANCE RESOURCES PLC

American Rivers Oil Company ('AROC') and Alliance Resources PLC ('Alliance')
announce that on 22 July, 1999 they entered into a preliminary agreement
under which, subject to the satisfaction of various pre-conditions, AROC  would
change its state of incorporation from Wyoming to Delaware and the new Delaware
company would make a recommended share for share offer for Alliance on the basis
of one share of common stock of US$0.001 par value in AROC for every one
ordinary share of £0.01 each in Alliance.  Appropriate offers would be made to
the holders of convertible restricted voting shares of £0.01 each in Alliance,
the holders of warrants to subscribe for shares in Alliance and the holders of
convertible loan notes of Alliance.

The principal conditions to the making of the offer are (i) the filing with the
Securities and Exchange Commission of the United States of America of a
registration statement relating to the AROC shares to be offered as
consideration and that registration statement becoming effective,  (ii)  AROC
being satisfied as to the accuracy of information relating to Alliance which has
been furnished to it by Alliance and (iii) Alliance being satisfied as to the
accuracy of information relating to AROC which has been furnished to it by AROC.

If an offer for Alliance is made by AROC, it will comply with the City Code on
Take-overs and Mergers.

AROC has historically engaged in the oil and gas business, although it has now
sold nearly all of its oil and gas properties. AROC's common stock is currently
quoted on the US OTC Bulletin Board under the symbol 'AROC'.

If both transactions are completed and all of the Alliance shareholders accept
the offer, the shareholders of Alliance would hold 98% and the shareholders of
AROC would hold 2% of the new Delaware company.

After these transactions are completed, it is expected that the shares of the
new Delaware company will be quoted on the US OTC Bulletin Board and will not be
listed on the London Stock Exchange.


For further details, contact:

Alliance Resources PLC                  American Rivers Oil Company
                                 
Jak Keenan, Chairman and                Karlton Terry, President
Managing Director
                                 
4200 E Skelly Drive, Suite 1000         700 East 9th Avenue
Tulsa                                   Denver
Oklahoma 74135                          Colorado 80203
USA                                     USA
                                 
Tel: [phone]                   Tel: [phone]