Roc Oil Closes Renounceable Rights Issue

ROC is pleased to advise that following closing of acceptances for its 3 for 5 Renounceable Rights Issue on May 3, 2004, acceptances were received for 61,316,462 new shares. This represents a take up of about 93% of the new shares on offer. The 4,640,602 shares not subscribed for by shareholders will be taken up under the Underwriting Agreement with Goldman Sachs JBWere Pty Ltd, which fully underwrote the Rights Issue.

The Rights Issue raises gross proceeds of about $92 million for ROC's next phase of growth.

The primary use of the funds raised from the Rights is to assist in funding the development of ROC's assets in Western Australia and Mauritania , the appraisal and possible development of its fields offshore China and to allow the Company to continue its exploration and appraisal programs in Mauritania as well as its exploration activities in Equatorial Guinea and Angola .

Holding statements for the new shares will be dispatched on May 11, 2004 and normal trading in these shares is expected to commence from Wednesday, 12 May 2004 .

ROC also advises that pursuant to Listing Rule 6.22, following completion of the Rights Issue the exercise price for all employee options and shareholder options currently on issue will be decreased by 16 cents with effect from Wednesday, 12 May 2004.

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

"This was a relatively large capital raising, the intention of which was to give as many shareholders as possible the opportunity to participate. In this context, the 93% take up is regarded as a good outcome.

ROC thanks its longstanding shareholders for their support and welcomes new shareholders to the Company. From this recapitalized base, we look forward to building a bigger and better company, working together with all shareholders."