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: [phone]                             Tel: [phone]




                                 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.