TOWER RESOURCES PLC — Delisting Announcement 2018

Aug 1, 2018

Q: Why Is Wentworth Resources seeking to de-list from OSE and why do you consider this beneficial to all shareholders?

In line with our strategic objectives and support from our Institutional investors based in the UK, a Delisting from the Oslo Børs is consistent with the Company's plan to move towards a cleaner and simpler UK based corporate governance regime, following the appointment of a UK based management team. The Company is confident that the AIM market provides sufficient protections offered by the applicable securities regulations as well as ease of trading and is in the best interests of all shareholders.

The Common Shares of Wentworth have in the form of VPS Interests been admitted to trading on Oslo Børs since 8 July 2015. The Company has monitored the benefits of having the VPS Interests listed on Oslo Børs in addition to maintaining the Company's listing on AIM. Based on such review, the Board is of the view that being listed on Oslo Børs, in addition to AIM, has not resulted in all of the intended benefits for the Shareholders. Further it no longer outweighs the additional regulatory burdens and the costs associated with the listing on Oslo Børs.

The Board recognizes that a Delisting will deprive Shareholders continued access to another market for trading of the Common Shares and is cognizant of the impact that the Delisting could have for Shareholders who hold VPS Interests. However, given that the Company will maintain its sole listing on AIM, the Shareholders will, following a delisting from Oslo Børs, still have a liquid market for trading of their Common Shares if they transfer their VPS Interests from the VPS Register into Depository Interests (DI's") held through CREST. Shareholders will still have the option to retain their VPS Interests in the VPS Register, although the future sale of a VPS Interest will require either: (i) a conversion into Depository Interests and a sale on CREST; or (ii) sale via a Norwegian broker to other investors with a VPS account.

Q: Why maintain the AIM listing rather than the listing on Oslo Børs?

The Directors believe that the AIM listing will enhance long term shareholder value by allowing the Company and its Shareholders to benefit from the presence of an established E&P sector, in addition to extended research coverage in London and gives the Company improved access to UK based institutional investors. The Directors believe that given the Company's size, stage of development and strategy, it is more appropriate and more beneficial for it to continue to be listed on AIM rather than on Oslo Børs.

Q: What happens to my shares if the delisting is successful?

The Company will, following the Delisting from Oslo Børs, maintain its VPS Register for the VPS Interests as well as accommodate a transfer of the VPS Interests into DIs held through CREST which may be traded on AIM by maintaining the Company's existing conversion plan for VPS Interests/DIs. This transfer of VPS Interests into Depository Interests will be at no cost to the shareholder provided the transfer occurs within six months of the date of completion of the Delisting. The Company understands that Norwegian banks offer a foreign securities account ("VPU account") that would be suitable for holding the Depository Interests. We would encourage Shareholders to contact your broker and/or bank to understand what is possible.

Shareholders who want to maintain their VPS Interests in the VPS Register following the Delisting from Oslo Børs are not required to take any action.

Common Shares held on the VPS Register, following the Delisting from Oslo Børs, may be transferred into DIs held through CREST and vice versa. Shareholders wishing to transfer Common Shares from the VPS Register to a DI can do so through their broker. Movements from CREST to the VPS Register can also be made.

Q: How can I trade my shares on AIM?

As above, Shareholders who want to maintain their VPS Interests in the VPS Register following the Delisting from Oslo Børs are not required to take any action. In such case, Shareholders whose VPS Interests are registered in the VPS Register may, following the Delisting, buy and sell VPS Interests via a Norwegian broker to other investors with a VPS account. Shareholders who maintain their VPS Interests in the VPS Register following the Delisting may transfer their VPS Interests into DIs held through CREST to be traded on AIM.

Shareholders who wish to transfer their VPS Interests into DIs held through CREST to be traded on AIM, should contact their custodian to arrange such transfer. The Company will cover the costs associated with such transfer (limited to NOK 650 per Shareholder, which is the price payable to the VPS Registrar for one such transfer) for a period of six months from the completion of the Delisting. The Company will work with the Company's VPS Registrar (Nordea) in Norway to ensure a smooth transition to AIM.

Q: Will there be any tax implications if the Delisting is successful?

We understand that Delisting from Oslo Børs will not trigger a tax event for Shareholders holding VPS Interests as a direct result of the Delisting regardless of whether you decide to maintain the VPS holding or transfer into CREST. There has been no change to the beneficial ownership. However, we encourage individual Shareholders to seek their own tax advice.

Q: Will I be able to continue to benefit from tax exemptions (such as pension relief) if the Delisting is successful?

We encourage Shareholders to take individual tax advice relating to their personal circumstances.

Q: Does the Delisting require shareholder approval?

The Delisting Resolution must be passed by special resolution i.e. approved by at least 66 2/3% of the votes cast at the forthcoming General Meeting,in person or by proxy. An Information Circular is being prepared to be circulated to all Shareholders setting out further details of the Resolutions to be proposed at the General Meeting. It is anticipated that the Circular will be published in the coming weeks with a General Meeting to be held in September.

Assuming an affirmative vote with the required majority, the Company subsequently has to submit a delisting application to Oslo Børs to seek Oslo Børs' approval for the Delisting. There can be no assurance that Oslo Børs will approve such application even if the Delisting Resolution is passed with the required majority at the Meeting, but the Company will seek to work with Oslo Børs in order to obtain their approval, pursuant to Continuing Obligations section 15.1 (4) cf Stock Exchange Act section 25 (1).

Q: What is the process and timeline for the Delisting?

Assuming an affirmative vote with the required majority for the Delisting Resolution and approval of the delisting application by Oslo Børs, the Company will distribute detailed practical information relevant for Shareholders holding VPS Interests.

It is anticipated that should the Oslo Børs approve the Delisting, there will be a period of residual trading (1-3 months) to ensure a smooth transition for VPS Interest holders.

Indicative Timetable

Posting of Shareholder Circular	mid August 2018
General Meeting	mid September 2018
Delisting confirmed (if approved)	early October
Trading on OSE ceases	late 2018 / early 2019

Q: Do your major Institutional Investors support the delisting?

The Company's largest institutional shareholders are based in the UK and fully support the decision to seek a Delisting from Oslo Børs, due to the cost savings and more efficient use of management time.

Q: Will the Company save costs by the Delisting?

The cost of maintaining the Oslo Børs listing is a burden on the Company's financial resources and management time and is disproportionate to the benefits gained from the Oslo Børs listing, given the size of the Company.

Financial costs include the annual listing fee payable to Oslo Børs, fees paid to the Company's Norwegian legal advisers and public relations advisers and fees paid to the VPS Registrar. As part of the package of measures to focus management time on the Company's assets and reduce cost and inefficiency, the Board is of the view that the Delisting will contribute significantly to the Company's ongoing cost-cutting initiatives as well as general operational efficiencies

Q: What other benefits do you see from Delisting from OSE?

At present, the Company is required to comply with the Norwegian rules applicable to companies listed on Oslo Børs (e.g. relevant rules in the Norwegian Securities Trading Act and the Continuing Obligations) and AIM Rules for Companies which differ in certain areas and accordingly impose additional regulatory burdens and increased compliance costs that would be avoided if the Delisting were approved.