Report for Quarter 31/12/05

Roc Oil Company Limited
31 January 2006


                            ROC OIL COMPANY LIMITED
                              (ABN 32 075 965 856)
 
                             REPORT TO SHAREHOLDERS
                Activities for the Quarter Ended 31 December 2005

CEO COMMENT

The Quarter and subsequent month were characterised by two main events. ROC's
four field development projects adhered to schedule and the Company repositioned
itself within the UK and Australian investment communities through a very
successful share placement driven by a greatly accelerated exploration
programme, onshore Angola.

KEY POINTS

DEVELOPMENT

•   The Cliff Head Oil Field Development, offshore Western Australia,
    remained on schedule for first production during 1Q 2006. The overall budget
    increased to $265 million due to an additional well being drilled to access
    approximately one million barrels of additional reserves, and increases in
    costs caused by operational and weather delays, mechanical revisions and
    rising industry costs of materials and services.

•   The Chinguetti Oil and Gas Field Development, offshore Mauritania, remained
    on schedule for first production during 1Q 2006 and on revised budget.

•   The Blane Oil Field and the Enoch Oil and Gas Field, both in the North Sea,
    remain on schedule for first production during 4Q 2006.

EXPLORATION & APPRAISAL

•   A total of five exploration wells (four offshore Mauritania and one offshore
    Perth Basin) were drilled in the Quarter, with two wells finding 
    hydrocarbons in the Cretaceous exploration targets, offshore Mauritania. The
    Tevet-2 ST1 exploration well, intersected a gross hydrocarbon-bearing
    interval of 15m and a gross oil column of 6m while the Faucon-1 exploration
    well found oil and/or gas condensate in the Cretaceous, in a previously
    undrilled area, 140km south of the Chinguetti Field.

•   The 3D and 2D seismic surveys in the Cabinda South Block, onshore Angola, 
    were completed. Interpretation of the data is expected to be finalised 
    within the first few months of 2006. The results to date are encouraging and
    the first well is anticipated to begin drilling in September 2006.

FINANCIAL

•   At Quarter end ROC had approximately $66 million in cash and no debt.

POST QUARTER

•   In January 2006, ROC completed a placement to UK based institutional
    investors of 28 million fully paid ordinary shares (14.9% of the Company's
    then issued share capital) at a price of $2.71/£1.15, which raised $75.9
    million/£32.2 million before expenses. The placement funds will be used to
    accelerate ROC's exploration programme in the Cabinda South Block, onshore
    Angola. The placement has also established a more liquid market for ROC's
    shares in London. As at 31 January 2006, post receipt of the placement
    funds, ROC had approximately $130 million in cash and no debt.

•   ROC executed an agreement with TAG Oil (NZ) Ltd ('TAG') to divest its 
    interest in PEP 38767, in the onshore Taranaki Basin, New Zealand in return
    for a 2% overriding royalty, subject to Government approval. TAG will assume
    the current obligation to drill a well.

1.  PRODUCTION

    +---------------------------------+------------+-------------+-----------+
    |OIL (BBL)                        |December '05|September '05|Change     |
    |                                 |  Quarter   |   Quarter   |     %     |
    +---------------------------------+------------+-------------+-----------+
    |UK - Onshore Oil (Keddington)    |       2,738|        3,132|       -13%|
    +---------------------------------+------------+-------------+-----------+
    |Australia - Onshore Oil          |         887|           63|      1308%|
    |(Jingemia)                       |            |             |           |
    +---------------------------------+------------+-------------+-----------+
    |Total Production                 |       3,625|        3,195|        13%|
    +---------------------------------+------------+-------------+-----------+

2.  SALES REVENUE

    +---------------------------------+------------+-------------+-----------+
    |(Unaudited)                      |December '05|September '05|  Change   |
    |                                 |  Quarter   |Quarter $'000|     %     |
    |                                 |   $'000    |             |           |
    +---------------------------------+------------+-------------+-----------+
    |UK Oil Sales                     |         155|          221|       -30%|
    +---------------------------------+------------+-------------+-----------+
    |Australia Oil Sales              |          69|            8|       763%|
    +---------------------------------+------------+-------------+-----------+
    |Total Sales Revenue              |         224|          229|        -2%|
    +---------------------------------+------------+-------------+-----------+

3.  EXPENDITURE

    +---------------------------------+------------+-------------+-----------+
    |                                 |December '05|September '05|  Change   |
    |                                 |Quarter$'000|Quarter $'000|     %     |
    +---------------------------------+------------+-------------+-----------+
    |Exploration                      |            |             |           |
    +---------------------------------+------------+-------------+-----------+
    |   Australia                     |       4,812|          251|      1817%|
    +---------------------------------+------------+-------------+-----------+
    |   New Zealand                   |          63|          125|       -50%|
    +---------------------------------+------------+-------------+-----------+
    |   UK                            |       1,139|          708|        61%|
    +---------------------------------+------------+-------------+-----------+
    |   Mauritania                    |       2,683|        3,518|       -24%|
    +---------------------------------+------------+-------------+-----------+
    |   Angola                        |       5,085|        5,229|        -3%|
    +---------------------------------+------------+-------------+-----------+
    |   Equatorial Guinea             |          68|          186|       -63%|
    +---------------------------------+------------+-------------+-----------+
    |   China                         |       1,901|          350|       443%|
    +---------------------------------+------------+-------------+-----------+
    |   Other                         |         379|          194|        95%|
    +---------------------------------+------------+-------------+-----------+
    |Total Exploration                |      16,130|       10,561|        53%|
    +---------------------------------+------------+-------------+-----------+
    |Development                      |            |             |           |
    +---------------------------------+------------+-------------+-----------+
    |   Australia - Cliff Head        |      28,911|       24,218|        19%|
    +---------------------------------+------------+-------------+-----------+
    |   Mauritania - Chinguetti       |       2,766|        6,440|       -57%|
    +---------------------------------+------------+-------------+-----------+
    |   UK/Norway - Blane & Enoch     |       8,595|        2,304|       273%|
    +---------------------------------+------------+-------------+-----------+
    |Total Development                |      40,272|       32,962|        22%|
    +---------------------------------+------------+-------------+-----------+
    |Total Exploration & Development  |      56,402|       43,523|        30%|
    +---------------------------------+------------+-------------+-----------+

4.  DRILLING

    Cliff Head development drilling commenced in late December 2005. Well
    completion activity concluded at the Chinguetti Development. Exploration and
    appraisal drilling activity for the Quarter is summarised below:

    +-----------+------------+-----------+----------+-------------------------+
    | Category  |    Well    | Location  | Operator |         Comment         |
    |           | % Interest |           |          |                         |
    +-----------+------------+-----------+----------+-------------------------+
    |Exploration|Tevet-2 ST1,|PSC Area B,|Woodside  |The well intersected a   |
    |           |3.693%      |Offshore   |Mauritania|gross oil column of      |
    |           |            |Mauritania |Pty Ltd   |approximately 6m in the  |
    |           |            |           |          |Cretaceous exploration   |
    |           |            |           |          |objective and was plugged|
    |           |            |           |          |and abandoned.           |
    +-----------+------------+-----------+----------+-------------------------+
    |Exploration|Flying      |WA-327-P,  |Roc Oil   |The well encountered oil |
    |           |Foam-1,     |Australia  |(WA) Pty  |shows in tight sands over|
    |           |37.5%       |           |Ltd       |a gross 45m interval and |
    |           |            |           |          |was plugged and          |
    |           |            |           |          |abandoned.               |
    +-----------+------------+-----------+----------+-------------------------+
    |Exploration|Labeidna-1, |PSC Area B,|Woodside  |The well intersected a   |
    |           |3.693%      |Offshore   |Mauritania|gross oil bearing        |
    |           |            |Mauritania |Pty Ltd   |interval of 116m         |
    |           |            |           |          |comprising an interbedded|
    |           |            |           |          |series of thin but high  |
    |           |            |           |          |quality sands and        |
    |           |            |           |          |claystones.              |
    +-----------+------------+-----------+----------+-------------------------+
    |Exploration|Faucon-1,   |PSC Area D,|Dana      |The well intersected 4m  |
    |           |2.0%        |Block 1,   |Petroleum |thick gas-bearing        |
    |           |            |Offshore   |(E&P) Ltd |sandstone approximately  |
    |           |            |Mauritania |          |150m above a 40m thick   |
    |           |            |           |          |sandstone. The lower     |
    |           |            |           |          |sandstone has a 10m      |
    |           |            |           |          |interval at the top,     |
    |           |            |           |          |which appears to contain |
    |           |            |           |          |light oil or liquids-rich|
    |           |            |           |          |gas-condensate.          |
    +-----------+------------+-----------+----------+-------------------------+
    |Exploration|Zoule-1,    |PSC Area C,|Woodside  |Subsequent to the Quarter|
    |           |5.0%        |Block 6,   |Mauritania|the well was plugged and |
    |           |            |Offshore   |Pty Ltd   |abandoned with no        |
    |           |            |Mauritania |          |significant hydrocarbons |
    |           |            |           |          |found.                   |
    +-----------+------------+-----------+----------+-------------------------+
    (See also Section 9: Post Quarter Events)

5.  SEISMIC

    +---------+-------------+-------------+--------------+---------+----------+
    |  Type   | % Interest  |  Location   |   Operator   |  Size   |          |
    |         |             |             |              |         | Comment  |
    |         |             |             |              |         |          |
    +---------+-------------+-------------+--------------+---------+----------+
    |2D       |60           |Onshore      |Roc Oil       |505km    |Completed |
    |         |Working      |Cabinda South|(Cabinda)     |         |          |
    |         |interest     |Block Angola |Company       |         |          |
    +---------+-------------+-------------+--------------+---------+----------+
    |3D       |60           |Onshore      |Roc Oil       |162sqkm  |Completed |
    |         |Working      |Cabinda South|(Cabinda)     |         |          |
    |         |interest     |Block Angola |Company       |         |          |
    +---------+-------------+-------------+--------------+---------+----------+

6.  DEVELOPMENT

6.1 AUSTRALIA

    Cliff Head Oil Field, WA-31-L, Offshore Western Australia (ROC: 37.5% &
    Operator)

    The Project remains on schedule for first oil production during 1Q 2006. The
    Joint Venture announced that it had expanded the scope of the project to
    include drilling an additional well at a cost of approximately $12.5 million
    (ROC: $4.7 million), to access and produce an additional one million barrels
    of oil which took the budget to $240 million. In January 2006, the Joint
    Venture announced that the total project costs had increased to $265
    million. (See also Section 9: Post Quarter Events)

    During the Quarter the Project achieved the following milestones:
    - Production licence WA-31-L was granted over the field on 27 October 2005.
    - The jacket for Cliff Head 'A' platform was installed in late December 
      2005.
    - Construction and pre-commissioning of the topsides for the Cliff Head 'A' 
      platform was successfully completed in Malaysia. Sail-away occurred early
      January and the topside currently in Geraldton Harbour is awaiting 
      installation at Cliff Head.
    - The Ensco-67 drilling rig commenced batch development drilling of the 12 
      1/4 inch hole sections of the five new production and two water injection
      wells. Drilling and completion activity is expected to finish in early 
      April 2006.
    - Construction of the onshore Arrowsmith Production Facility reached 85% 
      complete and commissioning work commenced.
    - The Cliff Head oil sales contract was executed between BP and all the 
      parties to the Joint Venture under which all of the crude oil production 
      for the life of the field will be sold into BP's Kwinana Refinery.

6.2 WEST AFRICA

    Offshore Mauritania - Chinguetti Oil & Gas Field (ROC: 3.25%)

    The Project continues on schedule for first oil in late February 2006 and on
    revised budget. The 'Berge Helene' FPSO arrived at the field from Singapore
    and installation of subsea production facilities commenced. During January
    2006, production flowlines were loaded out and installation has commenced.

6.3 NORTH SEA

    Blane Oil Field (ROC: 12.5%)

    The target first oil date remains on schedule for 4Q 2006, under the new
    operator, Talisman Expro Limited ('Talisman'). The drilling rig, Global
    Santa Fe's Glomar Arctic II is expected to commence drilling operations
    during March 2006.

    Enoch Oil and Gas Field (ROC: 12.0%)

    First oil production remains on schedule for 4Q 2006, under the new
    operator, Talisman, with development drilling planned to commence mid-2006.

6.4 CHINA

    Wei 12-8 West Oil Field, Beibu Gulf, Block 22/12 (ROC: 40% & Operator)

    Negotiations continued with the relevant government authorities regarding
    the possible commercial development of the Wei 12-8 West Oil Field. There is
    no guarantee of a positive outcome.

7.  EXPLORATION AND APPRAISAL

7.1 AUSTRALIA

   Perth Basin, Offshore Western Australia (ROC: 7.5 - 50% & Generally Operator)

    The Flying Foam-1 exploration well in WA-327-P was drilled in November 2005.
    The well encountered oil shows in tight sands over a gross 45m interval and
    was plugged and abandoned.

    Planning is in progress for a multi-well exploration drilling programme,
    utilising the Ensco 67 jack-up drilling rig, which is scheduled to commence
    in April 2006, following completion of the Cliff Head development drilling.

    Carnarvon Basin, WA-351-P, Offshore Western Australia (ROC: 20%)
    Planning continued for the Jacala-1 exploration well which is scheduled to
    be drilled by the operator, BHP Billiton, in February 2006.

7.2 WEST AFRICA

    Offshore Mauritania (ROC: 2.0 - 5.0%)

    Exploration drilling in the Woodside-operated and Dana-operated areas
    continued utilising the Stena Tay drilling vessel:

    - After Tevet -2 confirmed gas and oil columns in the Miocene, Tevet-2 ST1 
      (PSC Area B ROC: 3.693%) was drilled through the Cretaceous exploration 
      target, intersecting a gross reservoir-bearing interval of 15m and a gross
      oil column of 6m. While this hydrocarbon column is small and may not prove
      to be material, the result is encouraging for future Cretaceous 
      exploration targets. The well was plugged and abandoned as planned.

    - Labeidna-1 (PSC Area B ROC: 3.693%) was drilled in November and targeted 
      Miocene channel sands. The well intersected a gross oil-bearing interval 
      of 116m, comprising an interbedded series of claystones and thin but high
      quality sands. The well was plugged and abandoned as a sub-commercial 
      discovery.

    - Faucon-1 (PSC Area D, Block 1 ROC: 2.0%) was drilled in November-December,
      approximately 140 km south of the Chinguetti Field.  Hydrocarbon-bearing 
      sandstones were encountered within the main Cretaceous target zone. An 
      upper 4m thick sandstone is gas-bearing. A lower 40m thick sandstone has a
      10m interval at the top which appears to contain light oil or liquids-rich
      gas-condensate. Fluid sample analyses are underway to determine 
      composition of the hydrocarbon fluid. The well was plugged and abandoned 
      as a regionally significant, but sub-commercial discovery.

    - Zoule-1 (PSC Area C, Block 6 ROC: 5.0%) commenced drilling in December. 
      (See also Section 9: Post Quarter Events)

    During the Quarter, evaluation work by the Operator, Woodside, continued on
    the geologically complex Tiof Oil Field.

    Equatorial Guinea (ROC: 18.75% & Technical Manager)

    Activity focussed on discussions with potential rig contractors regarding
    drilling the Aleta Cretaceous channel sand prospect in 2006.

    Angola (ROC: 60% & Operator)

    The 2005 seismic acquisition program was completed in November 2005. A total
    of 162sqkm 3D and 505km 2D data were acquired. Initial interpretation of the
    results is encouraging. An aeromagnetic survey is planned for early 2006,
    ahead of further seismic acquisition. Prospect evaluation of the 2005
    seismic is in progress, with exploration drilling planned for September
    2006, subject to rig availability.

7.3 UK ONSHORE (ROC: 100% & Operator)

    Preparatory work continued for the drilling of the Willows-1 exploration
    well in PEDL030 scheduled for March 2006.

7.4 CHINA - Beibu Gulf Block 22/12 - (ROC: 40% & Operator)

    Exploration activity focussed on planning for the drilling of the Wei 6-12
    South exploration well scheduled for March 2006.

8.  CORPORATE

8.1 US$60 million Loan Facility and US$30 million Bridging Loan Facility

    ROC progressed a $80 million/US$60 million Borrowing Base Loan Facility to
    be applied to the funding of its 2006 development activities, in particular
    the Cliff Head Oil Field and Chinguetti Oil and Gas Field Projects. In
    addition, a $40 million/US$30 million Bridging Loan Facility is also being
    finalised to provide flexibility of funding options during 2006, prior to
    the Borrowing Base Loan Facility being available for drawdown.

8.2 Ardmore

    The Administrative Receiver of Acorn North Sea Limited (In Receivership),
    appointed by ROC, has recovered approximately $3 million of the total $11
    million lent by ROC in early 2005. ROC does not expect any further material
    amounts to be recovered.

9.  POST QUARTER EVENTS

9.1 Share Placement

    In January 2006, ROC placed 28 million fully paid ordinary shares (14.9% of
    the Company's then issued share capital) at a price of $2.71/£1.15 per share
    to raise $75.9 million/£32.2 million before expenses. The funds will be used
    to accelerate ROC's exploration programme in the Cabinda South Block,
    onshore Angola. The Placement, which was over-subscribed, will also
    establish a more liquid market for ROC's shares in London.

9.2 Cliff Head Oil Field, WA-31-L, Offshore Western Australia (ROC: 37.5% &
    Operator)

    In January 2006, the Cliff Head Joint Venture announced an increase in
    overall project costs of approximately $25 million (ca 10%) bringing the
    total project cost to $265 million (net ROC: $99 million), as a result of
    weather, operational and equipment delays, mechanical revisions and rising
    industry costs of materials and services.

9.3 PEP 38767, Taranaki Basin, New Zealand (ROC: 40% & Operator)

    ROC executed an agreement with TAG for the divestment of its interests in
    return for a 2% overriding royalty, subject to Government approval. TAG will
    assume the current obligation to drill a well.

9.4 Zoule-1 exploration well, PSC Area C, Block 6, Offshore Mauritania (ROC:
    5.0%)

    The well was drilled to total depth without encountering significant
    hydrocarbons and was plugged and abandoned.

9.5 Dore-1 exploration well, PSC Area B, Offshore Mauritania (ROC: 3.693%)

    The well was plugged and abandoned at a total depth of 2,266m without
    encountering significant hydrocarbons.

9.6 Offshore Mauritania Drilling Contract

    The Atwood Hunter drill rig has been contracted to Woodside (Operator) for
    the offshore Mauritania 2006/2007 multi-well drilling programme and is due
    to arrive in Mauritania 2Q 2006.


                                FURTHER INFORMATION

    For further information please contact ROC's Chief Executive Officer, Dr
    John Doran on:
    Phone: [phone]
    Facsimile: [phone]
    Email: [e-mail] Web Site: www.rocoil.com.au
    Address: Level 14, 1 Market Street, Sydney, NSW 2000, Australia.

    +-------------+-----------------------------------------------------------+
    |definitions  |                                                           |
    +-------------+-----------------------------------------------------------+
    |IFRS         |means International Finance Reporting Standards            |
    +-------------+-----------------------------------------------------------+
    |BBL          |means barrels                                              |
    +-------------+-----------------------------------------------------------+
    |BCF          |means billion cubic feet                                   |
    +-------------+-----------------------------------------------------------+
    |BOE          |means barrels of oil equivalent                            |
    +-------------+-----------------------------------------------------------+
    |BOPD         |means barrels of oil per day                               |
    +-------------+-----------------------------------------------------------+
    |BOEPD        |means barrels of oil equivalent per day                    |
    +-------------+-----------------------------------------------------------+
    |BCPD         |means barrels of condensate per day                        |
    +-------------+-----------------------------------------------------------+
    |BPD          |means barrels per day                                      |
    +-------------+-----------------------------------------------------------+
    |GWC          |means gas-water contact                                    |
    +-------------+-----------------------------------------------------------+
    |MCF          |means thousand cubic feet                                  |
    +-------------+-----------------------------------------------------------+
    |m brt        |means metres below rotary table                            |
    +-------------+-----------------------------------------------------------+
    |mTVDSS       |means metres true vertical depth below sea level           |
    +-------------+-----------------------------------------------------------+
    |MMSCF        |means million standard cubic feet                          |
    +-------------+-----------------------------------------------------------+
    |MMSCF/D      |means million standard cubic feet per day                  |
    +-------------+-----------------------------------------------------------+
    |MMBO         |means million barrels of oil                               |
    +-------------+-----------------------------------------------------------+
    |MMBOE        |means million barrels of oil equivalent                    |
    +-------------+-----------------------------------------------------------+
    |NGL          |means natural gas liquids                                  |
    +-------------+-----------------------------------------------------------+
    |OWC          |means oil-water contact                                    |
    +-------------+-----------------------------------------------------------+
    |PEDL         |means Petroleum Exploration Development Licence            |
    |             |(Onshore United Kingdom)                                   |
    +-------------+-----------------------------------------------------------+
    |PSC          |means Production Sharing Contract                          |
    +-------------+-----------------------------------------------------------+
    |Quarter      |means the period 1 October 2005 to 31 December 2005        |
    +-------------+-----------------------------------------------------------+
    |ROC          |means Roc Oil Company Limited and includes, where the      |
    |             |context requires, its subsidiaries                         |
    +-------------+-----------------------------------------------------------+
    |SCF          |means standard cubic feet                                  |
    +-------------+-----------------------------------------------------------+
    |TCF          |means trillion cubic feet                                  |
    +-------------+-----------------------------------------------------------+
    |US$          |means US dollars                                           |
    +-------------+-----------------------------------------------------------+
    |$            |means Australian dollars                                   |
    +-------------+-----------------------------------------------------------+




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