Rec.Desire Merger Offer-Pt.2.

GAELIC RESOURCES PLC 27 August 1999 PART 2 APPENDIX I Conditions of the Merger Offer The Merger Offer is subject to the following conditions and will comply with the Rules: (a) valid acceptances being received (and not, where permitted, withdrawn) by not later than 3.00 pm on the first closing date of the Merger Offer (or such later time(s) and/or date(s) as Desire may, subject to the Rules, decide) in respect of not less than 80 per cent. (or such lesser percentage as Desire may decide) of Gaelic Shares to which the Merger Offer relates, provided that this condition shall not be satisfied unless Desire has acquired or agreed to acquire (whether pursuant to the Merger Offer or otherwise) directly or indirectly, Gaelic Shares carrying in aggregate more than 50 per cent. of the voting rights normally exercisable at general meetings of Gaelic, including, for this purpose (to the extent, if any, required by the Panel) any such voting rights attaching to any Gaelic Shares which are unconditionally allotted but not issued before the Merger Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise and, for this purpose:- (i) the expression 'Gaelic Shares to which the Merger Offer relates' shall mean: (1) Gaelic Shares unconditionally issued or allotted before the date the Merger Offer is made; and (2) Gaelic Shares issued or allotted after that date but before the time at which the Merger Offer closes or such earlier date as Desire and Gaelic may, subject to the Panel, decide (not being earlier than the date on which the Merger Offer becomes or is declared unconditional as to acceptances or, if later, the first closing date of the Merger Offer), but excluding any Gaelic Shares which, on the date the Merger Offer is made, are held in the beneficial ownership of Desire or its subsidiaries for the purpose of section 204 of the Companies Act, 1963; (ii) shares which have been unconditionally allotted shall be deemed to carry the voting rights which they will carry upon issue; (b) the passing at an extraordinary general meeting of Desire (or at any adjournment thereof) of such resolution or resolutions as may be necessary or incidental to approve, effect and implement or authorise the implementation of the Merger Offer and the acquisition of Gaelic and of any Gaelic Shares pursuant to the Merger Offer; (c) the London Stock Exchange agreeing to re-admit the Existing Desire Shares and to admit the New Desire Shares to trading on AIM and (unless the Panel agrees otherwise) such admission becoming effective in accordance with the AIM Rules of the London Stock Exchange; (d) insofar as the proposed acquisition is a merger qualifying for investigation by the Monopolies and Mergers Commission, under the Fair Trading Act 1973 (as amended) the Office of Fair Trading indicating, in terms reasonably satisfactory to Desire and Gaelic, that it is not the intention of the Secretary of State for Trade and Industry to refer the proposed Merger, or any matters associated therewith or arising therefrom, to the Monopolies and Mergers Commission; (e) no government, governmental, quasi-governmental, supranational, statutory, regulatory or investigative body, trade agency, association, institution or professional or environmental body or any court or any other similar person or body in any jurisdiction (a 'relevant authority') having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or enacted, made or proposed any statute, regulation or order or taken any other step or required any action to be taken or information to be provided which would or might reasonably be expected to: (i) make the Merger Offer, its implementation, or the acquisition or proposed acquisition by Desire of any Gaelic Shares, or control of Gaelic or any member of the Gaelic Group by Desire or subscription by or allotment to Desire of shares in Gaelic illegal, void or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, materially prevent, prohibit or delay, the implementation of, impose additional material conditions or obligations with respect to, or otherwise materially challenge or hinder, the Merger Offer or the acquisition of any Gaelic Shares by Desire; (ii) require, prevent or delay the divestiture or materially alter the terms envisaged for any proposed divestiture by Desire or any partnership, joint venture, firm or company in which Desire is substantially interested) (Desire and all such persons being the 'wider Desire Group'), or by Gaelic or any of its subsidiaries or subsidiary undertakings or associated companies (being any company of which 20 per cent. or more of the voting capital is held by any member or members of the Gaelic Group) and any partnership, joint venture, firm or company in which any member of the Gaelic Group is substantially interested) (the Gaelic Group and all such persons being the 'wider Gaelic Group'), of all or any portion of their respective businesses, assets or properties (or any part thereof) or of any Gaelic Shares or other securities in Gaelic or impose any limitations on the ability of any of them to conduct their respective businesses (or any part thereof) or to own any of their respective assets or properties (or any part thereof; (iii) impose any material limitations (including any material delay) on the ability of any member of the wider Desire Group to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership of shares or the equivalent in, or manage or control, any member of the wider Gaelic Group or on the ability of Gaelic or any other member of the wider Gaelic Group to hold or to exercise effectively any rights of ownership of shares or convertible securities in or rights of control over any member of the wider Gaelic Group held or owned by it; (iv) require any member of the wider Desire Group or any member of the wider Gaelic Group to offer to acquire any shares or other securities in any member of the wider Gaelic Group (other than in Gaelic itself) owned by any third party; (v) result in any member of the wider Gaelic Group ceasing to be able to carry on business under any name under which it presently does so; (vi) require any member of the wider Desire Group to dispose of any shares in any member of the wider Gaelic Group; (vii) impose any material limitation on the ability of any member of the wider Desire Group or the wider Gaelic Group to co-ordinate its business, or any material part of it, with the business of any other member of the wider Gaelic Group or the wider Desire Group as the case may be; or (viii) otherwise affect any or all of the businesses, assets, prospects or profits of any member of the wider Desire Group or any member of the wider Gaelic Group in a manner which is adverse to and material in the context of the wider Group concerned taken as a whole; in each case the result of which would have a material adverse effect on the wider Group taken as a whole and all applicable waiting and other time periods during which any such relevant authority could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation or enquiry having expired, lapsed or been terminated; (f) all authorisations, orders, recognitions, grants, consents, licences, confirmations, determinations, clearances, certificates, permissions and approvals necessary or appropriate for or in respect of the Merger Offer or the issue or offering of any Desire Shares or the proposed acquisition of any shares in, or control of, Gaelic by Desire or in relation to the affairs of any member of the wider Gaelic Group or the wider Desire Group having been obtained in terms and in a form reasonably satisfactory to Desire and Gaelic from all relevant authorities or from any persons or bodies with whom any member of the wider Gaelic Group or the wider Desire Group has entered into contractual arrangements, and all such authorisations, orders, recognitions, grants, consents, licences, confirmations, determinations, clearances, certificates, permissions and approvals, together with all authorisations, orders, recognitions, grants, consents, licences, confirmations, determinations, clearances, certificates, permissions and approvals necessary or appropriate for any member of the wider Gaelic Group or the wider Desire Group to carry on its business, remaining in full force and effect at the time at which the Merger Offer becomes otherwise unconditional and all necessary filings having been made and all appropriate waiting periods under any applicable legislation and regulations in any jurisdiction having expired, lapsed or been terminated and no intimation or notice of any intention to revoke or not to renew any of the same having been received, in each case as may be necessary in connection with the Merger Offer or the acquisition of any shares in, or control of, Gaelic by Desire under the laws or regulations of any jurisdiction and all necessary statutory or regulatory obligations in connection therewith in all relevant jurisdictions having been complied with; (g) there being no provision of any arrangement, agreement, licence, permit, franchise or other instrument to which any member of the wider Gaelic Group or the wider Desire Group or any partnership, joint venture, firm or company in which any member of the wider Gaelic Group or the wider Desire Group is interested (an 'associate') is a party, or by or to which any such member or associate or any of its assets is or are or may be bound, entitled or subject, which could or might as a consequence of the proposed acquisition by Desire of any shares in or control of Gaelic or any of the wider Gaelic Group or otherwise result in: (i) any such arrangement, agreement, licence, permit, franchise or other instrument which is material being terminated or modified or any action being taken or any obligation or liability arising or any adverse action being taken or arising thereunder; (ii) the rights, liabilities, obligations or interests of any such member or associate under any such new arrangement, agreement, licence, permit, franchise or other instrument which is material or the business of any such member or associate or any interest of any such member or associate in or with any other firm, company, body or person which is material (or any arrangement or arrangements relating to any such business or interest) being terminated, modified or adversely affected; (iii) any such member or associate ceasing to be able to carry on business under any name under which it presently so does; (iv) any material asset or material interest of any such member or associate being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged otherwise than in the ordinary course of business; (v) the creation of any mortgage, charge or other security over the whole or any material part of the business, property or assets of any such member or associate or any such security (whenever arising or having arisen) becoming enforceable; (vi) the financial or trading position or prospects of any such member or associate being prejudiced or adversely affected; or (vii) any moneys borrowed by or other indebtedness, actual or contingent, of any such member or associate being or becoming repayable, or being capable of being declared repayable, immediately or earlier than the repayment date stated in such arrangement, agreement or other instrument or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited; and in any such case the result will be adverse to and material in the context of the wider Gaelic Group or the wider Desire Group, as the case may be, taken as a whole; (h) no member of the wider Gaelic Group or the wider Desire Group having since 31 December 1998, save as publicly announced by or on behalf of Gaelic or Desire as the case may be prior to 27 August 1999 and save as otherwise disclosed in writing by Desire to Gaelic or, as the case may be, by Gaelic to Desire in writing prior to 27 August 1999: (i) (save as between Gaelic and wholly-owned subsidiaries of Gaelic or Desire and wholly-owned subsidiaries of Desire or upon the exercise of rights to subscribe for Gaelic Shares pursuant to the exercise of options granted under any Gaelic Share Option Scheme or pursuant to the exercise of Gaelic Warrants or upon the exercise of rights to subscribe for Desire Shares pursuant to the exercise of options granted under any Desire Share Option Scheme) issued or authorised or proposed the issue of additional shares of any class, or securities or securities convertible into, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or redeemed, purchased or reduced any part of its share capital; (ii) recommended, declared, paid or made or proposed to declare, pay or make any bonus, dividend or other distribution in respect of the share capital of the Gaelic Group or the Desire Group (other than any such lawfully paid to Gaelic or Desire or to a wholly-owned subsidiary of Gaelic or Desire); (iii) save for intra-group transactions, merged with or acquired any body corporate or authorised or proposed or announced an intention to propose any merger or demerger or acquisition or disposal of assets (other than in the ordinary course of trading) or shares or any right, title or interest therein which is material in the context of the wider Gaelic Group or wider Desire Group, as the case may be, taken as a whole; (iv) purchased, redeemed or repaid or announced any proposals to purchase, redeem or repay, made or authorised or proposed or announced its intention to propose any change in its share or loan capital; (v) issued, authorised or proposed the issue of any debentures or incurred or (save in the ordinary course of business) increased any indebtedness or contingent liability (save for intra-group transactions) which is material in the context of the wider Gaelic Group or the wider Desire Group as the case may be taken as a whole; (vi) entered into, varied, authorised, proposed or announced its intention to enter into or vary, any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which involves or could involve an obligation of a nature or magnitude which is material in the context of the wider Gaelic Group or the wider Desire Group as the case may be or entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the wider Gaelic Group or the wider Desire Group as the case may be or authorised, proposed or announced any intention to do so; (vii) save as disclosed in writing by Gaelic to Desire or Desire to Gaelic as the case may be, entered into or varied the terms of any contract or agreement with any of the directors of Gaelic or Desire; (viii) disposed of or transferred, mortgaged, encumbered, charged or created any security interest over any material assets or any right, title or interest in any material asset (including shares and trade investments); (ix) entered into, varied, authorised, proposed or announced its intention to enter into or vary any contract, reconstruction, amalgamation, commitment or other transaction or arrangement otherwise than in the ordinary course of business which is material in the context of the wider Gaelic Group or the wider Desire Group as the case may be; (x) taken any corporate action or had any legal proceedings instituted or threatened against it not of a frivolous or vexatious nature) for its winding-up (voluntary or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee, examiner or similar officer over all or any of its assets and revenues; (xi) been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business; (xii) waived or compromised any material claim other than in the ordinary course of business; (xiii) made any amendment to their respective memoranda or articles of association; or (xiv) entered into any contract, commitment, agreement or arrangement or passed any resolution with respect to any of the transactions or events referred to in this paragraph; (i) since 31 December 1998 and save as publicly announced by or on behalf of Desire or Gaelic as the case may be prior to 27 August 1999, and save as otherwise disclosed in writing by Desire to Gaelic or, as the case may be, by Gaelic to Desire prior to 27 August 1999: (i) no adverse change or deterioration in the business, financial or trading position or profits or assets or prospects of Gaelic or Desire or any member of the wider Gaelic Group or any member of the wider Desire Group as the case may be having occurred which is material in the context of the wider Gaelic Group or the wider Desire Group, in each case, taken as a whole; and (ii) no contingent or other liability having arisen which would or might affect any member of the wider Gaelic Group or the wider Desire Group in a manner which is material in the context of the wider Gaelic Group or the wider Desire Group, in each case, taken as a whole; (j) since 31 December 1998 and save as publicly announced, no litigation, arbitration, prosecution or other legal proceedings having been instituted or threatened by or against or remaining outstanding against any member of the wider Gaelic Group or the wider Desire Group (whether as plaintiff or defendant or otherwise) and no investigation (save as a result of the Merger Offer) by any relevant authority against or in respect of any such member having been announced or instituted or remaining outstanding by, against, or in respect of any such member, which, in any case, is or are adverse to and material in the context of the wider Gaelic Group or the wider Desire Group, in each case taken as a whole; (k) Desire or Gaelic not having discovered that: (i) the financial, business or other information concerning Gaelic or Desire or the wider Gaelic Group or the wider Desire Group as the case may be which has been disclosed publicly or otherwise at any time by or on behalf of any member of respectively the wider Gaelic Group or the wider Desire Group either is materially misleading or contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not materially misleading and which was not, if material, corrected either by subsequent public announcement or otherwise before 27 August 1999; or (ii) that any member of the wider Gaelic Group or, as the case may be, the wider Desire Group, is subject to any liability, contingent or otherwise, which is not disclosed in the annual report and accounts for the financial year ended 31 December 1998 and such liability is material in the context of the wider Gaelic Group or the wider Desire Group, in each case taken as a whole; (l) Desire or Gaelic not having discovered that: (i) any past or present member of the wider Gaelic Group or, as the case may be, the wider Desire Group has not complied with all applicable legislation or regulations of any jurisdiction with regard to the disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health which non-compliance would be likely to give rise to any material liability (whether actual or contingent) on the part of any member of the wider Gaelic Group or, as the case may be, the wider Desire Group; or (ii) that: (1) there has been a disposal, spillage or leak of waste or hazardous substance or any substance likely to impair the environment or harm human health; or (2) there has been an emission or discharge of any waste or hazardous substance or any substance likely to impair the environment or harm human health from, any land or other asset now or previously owned, occupied or made use of by any past or present member of the wider Gaelic Group or, as the case may be, the wider Desire Group which would be likely to give rise to any material liability (whether actual or contingent)on the part of any member of the wider Gaelic Group or, as the case may be, the wider Desire Group; or (iii) that there is any liability (whether actual or contingent) to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the wider Gaelic Group or any past or present member of the Desire Group under any environmental legislation, regulation, notice, circular or order of any relevant authority; and (m) the rights attaching to the Gaelic Warrants being amended, with the sanction of a special resolution of the holders of such warrants passed at a general meeting of such holders; and any such matter is adverse to and material in the context of the wider Gaelic Group or, as the case may be, the wider Desire Group, in each case, taken as a whole. Subject to the requirements of the Panel, Desire and Gaelic, acting together, may waive condition (d) above, in whole or part. Desire reserves the right to waive all or any of the conditions (e) to (m) (inclusive) above so far as they relate to Gaelic, in whole or in part. Gaelic reserves the right to waive all or any of the conditions (e) to (m) (inclusive) above so far as they relate to Desire, in whole or in part. Conditions (b) to (m) inclusive must be satisfied or waived on or before the 21st day after the later of the first closing date of the Merger Offer and the date on which condition (a) is satisfied (or in each case such later date as the Panel may agree) provided that Desire shall be under no obligation to waive or treat as satisfied any of conditions (d) to (m) inclusive by a date earlier than the date specified above for the satisfaction thereof notwithstanding that the other conditions of the Merger Offer may at such earlier date have been satisfied and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of satisfaction. If Desire is required by the Panel to make an offer for Gaelic Shares under the provisions of Rule 9 of the Rules, Desire may make such alterations to the above conditions as are necessary to comply with the provisions of that Rule. APPENDIX II Financial effects of the Merger Offer (a) Capital Value The following table shows, for illustrative purposes only and on the bases set out below, the financial effects of acceptance of the Merger Offer on capital value for a holder of 18 Gaelic Shares if the Merger Offer becomes or is declared unconditional in all respects. Commencement of the Announcement of Merger Offer Period (1) the Merger (2) Market value of: 18 Gaelic Shares 22.5p 22.5p 1 New Desire Share 30.5p 24.0p Representing an increase of 35.6% 6.7% Notes: (1) The value of a Gaelic Share and the value of a New Desire Share is based on the closing middle market price of 1.25p for a Gaelic Share and 30.5p for a Desire Share respectively on 16 June 1999, the last dealing day prior to the commencement of the Merger Offer Period. (2) The value of a Gaelic Share and the value of a New Desire Share is based on the closing middle market price of 1.25p for a Gaelic Share and 24.0p for a Desire Share respectively on 26 August 1999, the last dealing day prior to the announcement of the Merger. (b) Income Value The effect of acceptance of the Merger Offer on income has not been considered as neither Desire nor Gaelic has made any dividend payments. APPENDIX III Definitions The following definitions apply throughout this announcement unless the context requires otherwise: 'Admission' the admission of the New Desire Shares and the re-admission of the Existing Desire Shares to AIM becoming effective in accordance with Rule 16.6 of the AIM Rules 'Admission Document' the document to be issued by Desire comprising a circular to Desire Shareholders relating to the Merger and an AIM admission document relating to Admission 'AIM' the Alternative Investment Market of the London Stock Exchange 'AIM Rules' the rules set out in Chapters 16 and 17 of the Rules of the London Stock Exchange 'Companies Act, 1963' the Companies Act, 1963 (as amended) of Ireland 'Davy Corporate Finance' Davy Corporate Finance Limited 'Desire' Desire Petroleum plc 'Desire Board' the board of Desire Directors 'Desire Directors' the directors of Desire at the date of this announcement, being Dr Colin Phipps, Sir Rex Hunt, Mr Lewis Clifton, Mr Stephen Phipps, Dr John Martin and Dr Ian Duncan 'Desire Shareholders' holders of Desire Shares 'Desire Share Option Scheme' the Desire Petroleum plc Unapproved Executive Share Option Scheme 1998 'Desire Shares' ordinary shares of 1p each in the capital of Desire 'ESM' or 'Exploration the Exploration Securities Market of the Securities Irish Market' Stock Exchange 'Existing Desire Shares' the Desire Shares in issue at the date of this announcement 'Extraordinary General Meeting' the extraordinary general meeting of Desire to be held to seek, inter alia, all necessary approvals for and in connection with the Merger (or as adjourned) 'Form of Acceptance' the form of acceptance and authority relating to the Merger Offer to be issued by Desire 'Gaelic' Gaelic Resources Public Limited Company 'Gaelic Board' the board of Gaelic Directors 'Gaelic Deferred Shares' the deferred shares of IR1.5p each in the capital of Gaelic in issue at the date of this announcement 'Gaelic Directors' the directors of Gaelic at the date of this announcement, being Mr Ian Forrest, Mr Robert Keith, Mr Thomas Fussell, Mr Malcolm McCants, Dr Colin Phipps and Dr David Quick 'Gaelic Group' Gaelic and its subsidiaries 'Gaelic Shareholders' holders of Gaelic Shares other than Desire 'Gaelic Share Option Scheme' the Gaelic Resources Public Limited Company Share Option Scheme 1995 'Gaelic Shares' the existing issued or unconditionally allotted and fully paid ordinary shares of IR1p each in the capital of Gaelic and any further such shares which are unconditionally allotted and/or issued and fully paid before the date on which the Merger Offer closes (or such earlier date(s) as Desire may, subject to the Rules, decide) including any such shares allotted or issued pursuant to the exercise of the Gaelic Warrants or options granted under the Gaelic Share Option Scheme 'Gaelic Warrants' the warrants issued by Gaelic giving the holder thereof the right to subscribe for new Gaelic Shares at a price of IR1p per share which right expires on 20 April 2000 'Independent Directors' the Gaelic Directors other than Dr Colin Phipps 'IR£', 'IRp' Irish pounds and pence 'Ireland' the island of Ireland other than Northern Ireland and 'Irish' shall be construed accordingly 'Irish Stock Exchange' The Irish Stock Exchange Limited 'London Stock Exchange' the London Stock Exchange Limited 'Merged Group' Desire and its subsidiaries following the Merger 'Merger' the proposed merger of Desire and Gaelic to be effected by means of the Merger Offer 'Merger Offer' the recommended offer by SG Securities on behalf of Desire to acquire the Gaelic Shares other than those already owned by Desire on the terms and subject to the conditions to be set out in the Merger Offer Document and the Form of Acceptance and, where the context admits, any subsequent revision, variation, extension or renewal thereof 'Merger Offer Document' the document to be issued by Desire containing the terms and conditions of the Merger Offer in full 'Merger Offer Period' the period commencing on 17 June 1999 and lasting until 3.00 pm on the first closing date of the Merger Offer or, if later, the date on which the Merger Offer lapses or the date on which the Merger Offer becomes or is declared unconditional as to acceptances, whichever first occurs 'New Desire Shares' the new Desire Shares to be issued pursuant to the Merger Offer 'Panel' the Irish Takeover Panel 'Rules' Irish Takeover Panel Act, 1997 (Takeover) Rules, 1997 'Securities Act' the United States Securities Act of 1993, as amended 'SG Securities' SG Securities (London) Ltd 'UK' or 'United Kingdom' the United Kingdom of Great Britain and Northern Ireland 'United States' the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction 'US person' US persons as defined in Regulation 5 under the Securities Act In this announcement, 'subsidiary' and 'subsidiary undertaking' have the respective meanings given by the Companies Act 1985 (as amended) of the UK or the Companies Act, 1963, as appropriate, all monetary values are given in pounds and pence sterling unless stated otherwise and closing middle market prices for Desire Shares are derived from the Daily Official List of the London Stock Exchange and closing middle market prices for Gaelic Shares are as quoted on the Stock Exchange Automated Quotation system of the London Stock Exchange.

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