Final Fusion offer holds

Sterling Energy PLC
21 November 2003

Not for release, publication or distribution in, into or from the United States,
Canada, Australia or Japan.


                            Sterling Energy plc

Offer for Fusion Oil & Gas plc by Evolution Beeson Gregory Limited on behalf of
                              Sterling Energy plc



       Circular sent to Fusion Shareholders re: Extension of Final Offer



Sterling has today sent a circular to shareholders of Fusion reminding them of
the proximity of the final closing date of the Offer and the absence of any
alternative offer.  Following the decision by the Panel to extend the timetable
of the Offer, Sterling announces that the Offer made by Evolution Beeson Gregory
on behalf of Sterling for the issued and to be issued share capital of Fusion
Oil & Gas plc, including the Partial Cash Alternative and Additional Cash
Election as set out in the offer document dated 1 October 2003, has been
extended until 1.00 p.m. on 4 December 2003.  The Offer is final and cannot be
revised or extended save in the event of a competitive situation (as determined
by the Panel) arising or otherwise with the consent of the Panel.



 Set out below is the full text of the letter from the Chairman of Sterling
which is contained therein:



'Dear Fellow Fusion Shareholder



15 weeks and still no other offer

The purpose of this document is to inform you that in accordance with the
decision by the Panel to extend the offer timetable, our Offer is being extended
until 1.00 p.m. on Thursday 4 December 2003. This is our final Offer and unless
already unconditional as to acceptances it will lapse at that time. In making
your decision as to whether to accept our Offer, please remember that:



• we approached the Board of Fusion on 7 August to discuss making a recommended
offer for Fusion;

• although the Board of Fusion failed to recognise the merits of our Offer, the
largest shareholder with 20% of Fusion, who also had two Fusion Board seats,
exchanged its entire holding of Fusion Shares for Sterling Shares. Also,
Fusion's two largest institutional shareholders have already accepted our Offer;

• Sterling raised £10 million at 11p per share from institutions, thereby
funding the cash alternative; and

• Fusion has continually clung onto the possibility of an alternative offer
(sometimes known as a 'white knight'). None has materialised in the 15 weeks
since we approached the Fusion Board. In fact, Fusion has conceded that two
potential bidders have withdrawn.



Recent news

We were encouraged to read the announcement concerning preliminary drilling
success on Tiof, which will require further drilling in order to assess its
potential commerciality. This news reinforces our belief in elements of Fusion's
portfolio, which is factored into the premium in our Offer. Whilst this is
encouraging, we believe it is Premier who will really benefit from the lion's
share of the value following the poor decision by Fusion to sell their working
interest in Mauritania.



On two negative notes, you should be aware that Amerada Hess, one of the world's
largest independent oil exploration and production companies, has withdrawn from
both the Croix du Sud licence in the AGC common zone and the Ntem licence in
Cameroon. Using a report by Scott Pickford, Fusion's independent experts, these
licences would have been worth over US$500 million net to Amerada Hess. Why
would they walk away from such great future value? Can Fusion realistically
extract value, particularly now they are on their own? Can they really find an
alternative solution within the licence deadlines or will they need to commit to
very expensive deepwater wells or drop the acreage? I also note that Fusion's
former broker and retained adviser said in September: 'The Amerada Hess carry
represents most of the promote value...' which was a total of 18.6p per Fusion
share.



What next?

We and you have been patient with the Board of Fusion, but time is now up.
Sterling is Fusion's largest shareholder and nobody has approached us about
bidding for Fusion. Meanwhile, as Fusion Shareholders are left waiting, certain
members of the Board of Fusion have increased the notice periods of their
service contracts, raised their salaries and been awarded bonuses. 47% of Fusion
Shareholders have already indicated they want change by accepting our Offer. We
are confident that they have rightly chosen to join an enlarged group that will
bring benefit to both sets of shareholders. I urge you to follow their lead, as
without the Sterling bid premium where will the Fusion share price be? We look
forward to welcoming you as a shareholder of Sterling and working with Fusion's
staff to maximise value from the combined portfolio of assets.



Richard O'Toole

Chairman'





As at 3.00 p.m. yesterday, 20 November 2003, Sterling either owned or had
received valid acceptances for the Offer in respect of an aggregate of
47,502,416 Fusion Shares, representing approximately 47.3 per cent. of the
issued ordinary share capital of Fusion as increased by the decision of certain
holders of Fusion NL Shares, including directors of Fusion, to convert them into
Fusion Shares.



Of this total, Sterling had received valid acceptances for the Offer in respect
of holders of 27,502,205 Fusion Shares, representing approximately 27.4 per
cent. of the issued ordinary share capital of Fusion.  These acceptances include
valid acceptances of the Offer in respect of 9,400,000 Fusion Shares held by
Invesco Asset Management Limited for which Sterling had received an irrevocable
undertaking to accept the Offer and 11,367,500 Fusion Shares for which Sterling
had received letters of intent to accept the Offer, now representing
approximately 9.4 per cent. and 11.3 per cent. respectively of Fusion's issued
ordinary share capital.



Prior to the announcement of the Offer Sterling acquired 20,000,000 Fusion
Shares now representing approximately 19.9 per cent. of the issued ordinary
share capital of Fusion in addition to the 211 Fusion Shares it already owned.



Of those Fusion Shareholders accepting the Offer to date, 99.2 per cent. have
elected to receive wholly Sterling Shares on the basis of 3.5 Sterling Shares
for each Fusion Share rather than electing for the Partial Cash Alternative or
the Additional Cash Election available under the terms of the Offer.





Words and expressions defined in the offer document from Sterling to Fusion
Shareholders dated 1 October 2003 and the circulars from Sterling to Fusion
Shareholders dated 18 October 2003 and 20 November 2003 shall have the same
meaning in this announcement.



Evolution Beeson Gregory, which is regulated in the UK by the Financial Services
Authority, is acting exclusively for Sterling and no one else in connection with
the Offer and other matters described herein and will not be responsible to
anyone other than Sterling for providing the protections afforded to customers
of Evolution Beeson Gregory or for giving advice in relation to the Offer or any
other matter described in this announcement.


For further information contact:

Harry Wilson, Chief Executive, Sterling Energy plc:        01582 462 121
Graeme Thomson, Finance Director, Sterling Energy plc:     01582 462 121
Allan Piper, First City Financial Public Relations:        020 7436 7486
                                                           07736 064 982
Chris Callaway, Evolution Beeson Gregory:                  020 7071 4309

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