Director Shareholding

Fusion Oil & Gas PLC
18 December 2003

                              Fusion Oil & Gas Plc
                          ('Fusion' or the 'Company')

                           Directors' Shareholdings



The Company was yesterday notified that the following Directors and associates
have accepted, in respect of their entire beneficial holdings of Fusion ordinary
shares of 1p each ('Fusion Shares'), the offer made on behalf of Sterling Energy
Plc ('Sterling') for the entire issued and to be issued share capital of Fusion
announced on 25 September 2003 comprising of 3.5 Sterling ordinary shares, or
2.5 Sterling ordinary shares and 10p cash for each Fusion Share and an
Additional Cash Election (the 'Offer').  The Offer was declared unconditional in
all respects on 10 December 2003:




Director/significant shareholder          Number of Fusion Shares in respect 
                                          of which acceptances have been made


Peter Dolan                                          1,025,649
Alan Stein                                           900,100
Jonathan Taylor4                                     2,550,100
Patrick O'Connor3                                    1,237,000
Richard Stabbins2                                    2,755,000
FIL Resources Limited1                               10,315,592


Note


1 Peter Dolan holds a 45 per cent. legal and beneficial interest, and Alan Stein
holds a 20 per cent. legal and beneficial interest, in FIL Resources Limited.
Alan Stein, also, holds a 50 per cent. legal and beneficial interest in MHS
Enterprises Limited which is the legal and beneficial owner of 10 per cent. of
the issued share capital of FIL Resources Limited.  FIL Resources Limited is the
legal owner of 10,315,592 Fusion Shares.


2 Richard Stabbins holds a 93.75 per cent legal and beneficial interest in
Panther Energy Limited which is the legal owner of 2,225,000 Fusion Shares.
Panther Energy Limited holds a 90 per cent. interest in Montrose Industries
Limited which is the legal owner of 530,000 Fusion Shares.



3 Patrick O'Connor holds a beneficial interest in Cenotaph Nominees Pty Ltd
which is the trustee of the Cenotaph discretionary trust, the legal owner of
1,237,000 Fusion Shares.



4 Jonathan Taylor and his wife jointly own 34.8 per cent. in Ronech Exploration
Limited which holds 1,000,000 Fusion Shares.  Jonathan Taylor and his wife
jointly hold 1,550,000 Fusion Shares. Jonathan Taylor holds 100 Fusion Shares.



'Additional Cash Election' shall have the same meaning as set out in the offer
document dated 1 October 2003 sent by Evolution Beeson Gregory on behalf of
Sterling to Fusion shareholders and as in the announcements made by Sterling on
25 September 2003 relating to its offer for the entire issued and to be issued
share capital of Fusion.



                                                                18 December 2003


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

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




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