Exhibit 2.2 PRELIMINARY COPY LATEX RESOURCES, INC. 4200 EAST SKELLY DRIVE, SUITE 1000 TULSA, OKLAHOMA 74135 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints ________________ and _________________ as proxies ("Proxies") (to act by majority decision if more than one shall act), and each of them with full power of substitution, to vote all shares of Common Stock of LaTex Resources, Inc. (the "Company") that the undersigned is entitled to vote at the Special Meeting of Stockholders thereof to be held on _____________ __, 1997, or at any adjournment thereof, as follows: 1. PROPOSAL TO APPROVE THE MERGER OF A SUBSIDIARY OF ALLIANCE RESOURCES PLC WITH AND INTO THE COMPANY, WITH THE COMPANY TO BECOME A WHOLLY OWNED SUBSIDIARY OF ALLIANCE RESOURCES PLC. [_] FOR [_] AGAINST [_] ABSTAIN 2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THIS PROXY IS CONTINUED ON THE REVERSE SIDE, PLEASE DATE, AND RETURN PROMPTLY The shares represented hereby will be voted in accordance with the specifications made. If no specification is made, this proxy will be voted FOR Proposal 1 and in accordance with the discretion of the person voting the proxy with respect to any other business properly before the meeting. Receipt of Notice of Special Meeting and Proxy Statement dated ____________, 1997 is hereby acknowledged. Dated: , 1997 Signature Signature PLEASE SIGN EXACTLY AS NAME APPEARS HEREIN. JOINT OWNERS SHOULD EACH SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, GIVE FULL TITLE AS SUCH. IF A CORPORATION, SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON. (Please mark, sign, date and return the proxy in the enclosed envelope.)