American Rivers Oil Company; §5.G, 9/28/1999

The materials describe the first proposed transaction (the "Merger") pursuant to which American Rivers Oil Company ("Wyoming"), a Wyoming corporation, will merge with a newly-formed subsidiary ("Delaware Subsidiary"), a Delaware corporation, of America Rivers Oil Company ("Delaware Parent"), also a Delaware corporation. On completion of the Merger between Delaware Subsidiary and Wyoming, Delaware Subsidiary will be the surviving entity. The Merger must be approved by affirmative vote of the shareholders of a majority of the Wyoming common stock and Class B common stock, voting as a single class. In the Merger, each holder of Wyoming common stock or Class B common stock ("Wyoming Stock") will receive 0.11 shares of Delaware Parent ("New Stock"). Holders of Wyoming Stock will not give or promise any consideration for their New Stock they will receive other than the shares of Wyoming Stock held by them immediately prior to the Merger.