Brisbane, June 10, 2008 (ABN Newswire) - The boards of Queensland Gas Company (ASX: QGC)(PINK:QGSCF) and Roma Petroleum NL (ASX: RPM) have agreed on terms for QGC to make a friendly bid for all the issued shares in Roma.

The implied value of the QGC offer, which is 50 per cent cash and 50 per cent scrip, is 20 cents for each of the 254,700,311 Roma shares, valuing Roma at about $50.9 million (based on the 10 day volume weighted average price of QGC shares up to the date of this announcement of A$5.66).

Under the terms of the offer QGC would pay 10 cents in cash for each share in Roma, as well as a QGC scrip component of 0.0177 QGC shares for every Roma share.

The number of QGC shares offered as 50 per cent of the consideration is calculated by dividing 10 cents by the 10 day VWAP of QGC shares of A$5.66.

It is the unanimous recommendation of the directors of Roma that the offer from QGC should be accepted in the absence of a superior proposal.

All the directors of Roma intend to accept the offer from QGC in respect of all Roma shares held or controlled by the directors within 14 days of the despatch of QGC's bidder's statement, in the absence of a superior proposal.

QGC Managing Director Richard Cottee said today an acquisition of Roma's interests would expand QGC's coal seam gas acreage.

Roma holds a significant interest in a petroleum lease, PL 171. The acreage covered by the lease in the northeast Surat Basin is prospective for coal seam gas. It is close to QGC's ATP 651P and adjacent to QGC's ATP 574P.

PL 171 is near the proposed pipeline for the Queensland Curtis LNG project being undertaken by QGC and BG Group. There is no minimum acceptance condition.

QGC and Roma have entered into a pre-bid agreement in relation to the QGC offer.

QGC has also entered into a pre-bid acceptance agreement with Oil Drilling & Exploration Limited, a major shareholder of Roma, which gives QGC a relevant interest in 19.16 per cent of Roma shares. OD&E has agreed to accept the QGC offer in respect of its entire 19.16 per cent shareholding in Roma within 14 days of QGC despatching its bidder's statement to Roma shareholders, subject to no superior proposal arising.