Closing of Rights Issue

Roc Oil Company Limited
04 December 2006


4 December 2006

                         ROC OIL COMPANY LIMITED ('ROC')
                             STOCK EXCHANGE RELEASE

CLOSING OF RENOUNCEABLE RIGHTS ISSUE - OVER 91% TAKE UP BY ELIGIBLE SHAREHOLDERS

ROC is pleased to advise that following closing of acceptances for its 3 for 8
Rights Issue on Wednesday 29 November 2006, acceptances were received for
72,409,271 new shares. After adjusting for ineligible shareholders, this
represents a take up of over 91% of rights held by eligible shareholders and an
overall total take up of about 89% of the new shares on offer.

The 8.8 million new shares representing the entitlements of ineligible
shareholders and rights which were not exercised, will be offered to
institutions and other investors under a Bookbuild, with any surplus above the
$2.70/£1.09 issue price being distributed pro rata to ineligible shareholders
and persons who did not take up their rights. The Bookbuild will be conducted by
the underwriter, UBS AG, today.

The Rights Issue, which will raise gross proceeds of about $219 million, will
enable ROC to reduce debt and will provide the Company with greater financial
flexibility.

ROC expects to issue the new shares on Friday, 8 December 2006 and, where
applicable, holding statements will be despatched on Monday, 11 December 2006.
Normal trading in these shares is expected to commence on ASX and AIM from
Tuesday, 12 December 2006. CREST accounts in the UK are also expected to be
credited on that date. As a result of the Rights Issue ROC's issued capital will
increase by approximately 81.2 million shares (37.6%) to 297.8 million shares.

ROC also advises that pursuant to ASX Listing Rule 6.22, following completion of
the Rights Issue the exercise price for all employee and executive options
currently on issue will be decreased by 22 cents with effect from Tuesday, 12
December 2006.

Commenting on the Rights Issue, ROC's CEO, John Doran, stated that:

'An overall take up of over 91% by eligible shareholders - including strong
institutional support in the UK - makes for a successful Rights Issue and it is
fitting that this has been achieved towards the end of a year which has seen the
Company transform itself through successful exploration, development and asset
acquisition.'


Michelle Manook
General Manager - Corporate Affairs

                                         For further information please contact:
                                                                Dr John Doran on
                                                            Tel: [phone]
                                                            Fax: [phone]
                                                     Email: [e-mail]
                                       Or visit ROC's website: www.rocoil.com.au

                                                                   Dr Kevin Hird
                                            General Manager Business Development
                                                       Tel:  [phone]
                                                       Fax:  [phone]
                                                     Email:  [e-mail]
                                                                                
                                                                    Nick Lambert
                                            Bell Pottinger Corporate & Financial
                                                       Tel:  [phone]



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