Letter to Shareholders

Fusion Oil & Gas PLC
12 December 2003

                              Fusion Oil & Gas plc

                          ('Fusion' or 'the Company')

                             Letter to Shareholders

The Board of Fusion has today posted a letter to Shareholders setting out the
Board's response to the announcements by Sterling Energy plc on 4th and 10th
December 2003 regarding Sterling's Offer being declared unconditional in all
respects. The full text of the letter from the Chairman of Fusion is set out
below:

'Dear Shareholder

   Response to Sterling's offer being declared unconditional in all respects

Sterling Energy plc ('Sterling') has declared that its Offer is unconditional in
all respects and that the Offer will remain open until further notice. On
Thursday 4 December 2003 Sterling announced that it either owned or had received
valid acceptances for 52,564,034 shares, representing approximately 51.37% of
the issued Fusion Shares, being at that date 102,306,224 (subsequently increased
to 102,632,641) shares.

The Partial Cash Alternative under which Shareholders may elect to receive 2.5
Sterling Shares and 10p in cash per Fusion Share and the Additional Cash
Election will remain open until 3.00 p.m. on 18 December 2003, at which time it
will close.  Shareholders who now wish to accept the Offer should return
completed Forms of Acceptance in accordance with the instructions set out in the
Offer Document and the Form of Acceptance.

Given that the Offer has been declared unconditional in all respects and it is
foreseeable that Sterling will seek to de-list Fusion's Shares in due course,
your Board believes that you should consider your own position very carefully
and seek appropriate advice. In view of these and other circumstances the
shareholding members of your Board intend, with great reluctance, to accept the
Offer in respect of their own beneficial holdings of Fusion Shares, and suggest
that you consider doing the same.

Yours sincerely

Peter Dolan'

                                                                12 December 2003


Enquiries

Fusion Oil & Gas plc
Peter Dolan, Chairman                           Tel: [phone]
                                                Email: [e-mail]
Alan Stein, Managing Director                   Tel: [phone]
                                                Email: [e-mail]

College Hill Associates                         Tel: [phone]
James Henderson                                 Email: [e-mail]
Phil Wilson Brown                               Email: [e-mail]

Canaccord Capital (Europe) Ltd
Toby Hayward                                    Tel: [phone]
                                                Email: [e-mail]



The Directors of Fusion (other than Mr Williams and Mr Levison, who have not
participated in these deliberations on the Offer) (the 'Non-conflicted Directors
') accept responsibility for the information contained in this announcement,
save that the only responsibility accepted by the Non-conflicted Directors in
respect of the information contained in this announcement relating to Sterling
which has been compiled from published sources is to ensure that such
information has been correctly and fairly reproduced and presented. Subject as
aforesaid, to the best of the knowledge and belief of the Non-conflicted
Directors (having taken all reasonable care to ensure that such is the case),
the information contained in this announcement is in accordance with the facts
and does not omit anything likely to affect the import of such information.



The 'Partial Cash Alternative', 'Additional Cash Election' and 'Forms of
Acceptance' are as defined in the Offer Document sent to Shareholders on 1
October 2003 on behalf of Sterling.  Unless otherwise defined herein, words and
expressions defined in the defence document from Fusion dated 11 October 2003
(the 'Defence Document') have the same meaning in this announcement.



Canaccord Capital (Europe) Limited ('Canaccord'), which is regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
Fusion and no one else in connection with the Offer and will not be responsible
to anyone other than Fusion for providing the protections afforded to clients of
Canaccord or for giving advice in relation to the Offer.


                      This information is provided by RNS
            The company news service from the London Stock Exchange