TOWER RESOURCES PLC — Earnings Release 2015

Aug 13, 2015

All financial figures are unaudited and in US dollars except where otherwise stated

Q2 2015 HIGHLIGHTS

Corporate

• Continued working with our Mnazi Bay joint venture partners and the gas purchaser, Tanzania Petroleum Development Corporation, to finalise payment guarantee documentation in support of the Gas Sales Agreement ("GSA") for natural gas deliveries to the new government owned pipeline. Discussion are at an advanced stage with delivery of first gas on schedule for Q3, in line with expectations.
• On July 1, 2015 successfully completed a private placement (the "Private Placement") and issued 15,412,269 new common shares for cash consideration of \$0.50 (GBP0.315 or NOK3.88) per share for total gross proceeds of \$7.64 million (GBP4.9 million or NOK59.7 million).

Financial

• Drew \$4.36 million under a credit facility to fund operator cash calls for Mnazi Bay development expenditures. An amount totalling \$5.16 million remains undrawn on the credit facility at June 30, 2015.
• Net loss for the second quarter of \$1.81 million, compared to a loss of \$1.36 million in 2014.
• Revenue for the quarter of \$0.29 million, up 15% from Q2 2014.
• Second quarter exploration capital expenditure of \$2.31 million compared to \$3.69 million in 2014.
• Second quarter development capital expenditure of \$7.04 million, compared to \$0.30 million in 2014.
• Cash and cash equivalents on hand of \$2.22 million at June 30, 2015 (prior to receipt of the net proceeds from the Private Placement) compared with \$5.49 million on hand at December 31, 2014.
• Working capital was \$5.77 million compared to \$15.84 million at December 31, 2014.

Operational

Tanzania

• Completed drilling of the MB-4 development well in the Mnazi Bay Concession. MB-4 was drilled to a total depth of 2,788 meters penetrating the Miocene gas reservoirs with net pay of 24 meters (Upper Mnazi Bay) and 43 meters (Lower Mnazi Bay) for a total net pay of 67 meters.
• Continued construction of field infrastructure to connect the Mnazi Bay gas fields to the new transnational government owned natural gas pipeline project.

Mozambique

• Continued consultation with the Rovuma Onshore Block joint venture partners on proceeding with an appraisal of the Tembo-1 gas discovery.

Financial and Operating Results

	Quarter ended		Six months ended
Financial	June	June	%	June	June	%
(Figures \$000's, except per share data)	2015	2014	Change	2015	2014	Change
Gas revenue	292	253	15	564	489	15
Loss from operating activities	(2,727)	(2,484)	10	(4,868)	(4,695)	4
Net loss	(1,812)	(1,355)	33	(4,528)	(2,200)	106
Basic and diluted net loss per share (\$ per share)	(0.01)	(0.01)	-	(0.03)	(0.01)	200
Net cash used in operating activities	(5)	(5,935)	(100)	(1,804)	(7,898)	(123)
Capital expenditures	9,348	3,985	135	18,902	9,247	104

	Quarter ended			Six months ended
	June June %		June	June	%
Operating	2015	2014	Change	2015	2014	Change
Price per mmbtu (US\$)	5.36	5.36	-	5.36	5.36	-
Mnazi Bay Concession gas production	2,289	1,982	15	2,223	1,929	15
(mmbtu/day) (gross)
Gas sales (mmbtu) (net to Wentworth)	54,453	47,140	15	105,194	91,247	15

	As at period ended
	June	December	%
Balance Sheet (Figures 000's)	2015	2014	Change
Total assets	\$178,796	\$162,317	10
Cash and cash equivalents	\$2,224	\$5,487	(59)
Long-term receivables (including current portion)	\$37,016	\$34,002	9
Credit facilities (principal balance)	\$20,839	\$6,000	247
Outstanding shares, options and warrants
Common shares	154,123	154,123	-
Options	9,950	9,950	-
Warrants	5,000	5,000	-

Management Discussion and Analysis

This management's discussion and analysis ("MD&A") is provided by management of Wentworth Resources Limited ("Wentworth", the "Company" or "WRL") and is based on information available to August 12, 2015. This MD&A should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements, and notes thereto, for the second quarter and six months ended June 30, 2015. The condensed consolidated interim financial statements have been prepared by management, presented in United States (US) dollars, and prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting". In addition, this MD&A should be read in conjunction with the Company's audited annual consolidated financial statements, and notes thereto, of the year ended December 31, 2014.

Additional information related to the Company is available on the Company's website at www.wentworthresources.com. Unless otherwise stated, all dollar amounts are expressed in United States dollars, which is the Company's presentation currency.

Second Quarter Ended June 30, 2015 Results

Overview of Operations

Mnazi Bay Concession, Tanzania

Market for Natural Gas

Scope of the Government's Natural Gas Pipeline Project

The Tanzanian Government sponsored Mtwara to Dar es Salaam Gas pipeline project ("Pipeline Project") consists of a 36" pipeline extending ~506km from Mtwara in the south of Tanzania to the commercial capital, Dar es Salaam, in the north and construction of two gas processing plants, receiving facilities and all connections to gas supply locations. The estimated cost to the Government of Tanzania is approximately \$1.2 billion. In addition, the government electric utility company, Tanzania Electricity Supply Company Limited ("TANESCO"), plans to add an additional 1,200 MW of electricity to the national grid over the next three years by constructing four power stations at Kinyerezi on the outskirts of Dar es Salaam. Additional gas fired power plants at Kilwa and Mtwara are expected to be built and owned by third parties. As the full cost of the Pipeline Project is the responsibility of the Government, Wentworth finds itself in an advantageous position where the Company can monetize significant quantities of discovered gas with a nominal amount of additional capital infrastructure and cost.

Wentworth's existing discovered gas and yet to be discovered gas are an integral and essential component of the Tanzanian Government's gas-to-market initiative. The Mnazi Bay Concession is currently the only gas concession in Tanzania with significant discovered gas readily available to feed into the new transnational pipeline and for which a long-term Gas Sales Agreement has been signed.

The Government has announced that commissioning of the Pipeline Project has commenced and has reported that the final handover of the project from the construction contractor, China National Petroleum Corporation ("CNPC") to Tanzania Petroleum Development Corporation ("TPDC") is expected to occur in November 2015. TPDC will be the operator of the new pipeline upon its completion and commissioning. The Pipeline Project will provide stable and reliable energy for the Country's population and for future industrial growth.

End users of Mnazi Bay Gas

The Pipeline Project is of national and strategic importance to Tanzania. Currently, TANESCO is faced with having to pay for expensive emergency power generation to supply electric power to the national grid and the commercial capital Dar es Salaam. It is estimated that TANESCO is paying between US\$0.35 and US\$0.55 per kWh for emergency power while the current retail tariff is approximately US\$0.16 per kWh. The Government plans to replace the emergency power generation with existing gas-fired power generation utilizing natural gas primarily sourced from the Mnazi Bay Concession. This change is expected to ultimately reduce the cost of power generation to under US\$0.10 per kWh. Mnazi Bay natural gas will play a vital role in restoring TANESCO to sustainable and positive cash flows over time.

The majority of gas supplied by Wentworth to the pipeline will be used for power generation, whilst a portion is expected to be consumed by industrial customers. Currently, due to a lack of available fuel gas, the spare capacity at TANESCO owned power plants is estimated to be in excess of 250 MW which equates to gas demand of approximately 50 mmscf/day. This current spare capacity presents an immediate demand for gas from the TANESCO-owned Ubungo I and II power plants, the Symbion-owned Ubungo plant and the TANESCO-owned Tegeta plant. In addition, a new 150 MW Kinyerezi-1 power station within the Kinyerezi Power Generation Complex located on the outskirts of Dar es Salaam is currently under construction and is anticipated to be commissioned in Q3 2015. The Kinyerezi-1 power station will add approximately 30 mmscf/day of new gas demand once it becomes fully operational bringing the near term demand to 80 mmscf/day.

Future gas demand is expected to come from the planned expansion of Kinyerezi-I, the construction of Kinyerezi –II, -III and -IV, the Kilwa Power station, and growth in industrial demand bringing the total estimated demand for natural gas to be approximately 450 mmscf/day by the end of 2018.

Government Owned and Operated Assets

The key elements of the Pipeline Project that need to be completed by the Government and the construction contractor prior to Wentworth being able to deliver gas are as follows:

Connection point

Gas from the Mnazi Bay Concession will be sold to TPDC at the fiscal metering station and inlet flange immediately adjacent to the existing Company-owned gas infrastructure on the Msimbati Peninsula, Mnazi Bay. Ownership of the gas transfers from the Mnazi Bay joint venture partners to TPDC at the fiscal metering station. TPDC is responsible for the cost of delivery (i.e. pipeline tariffs) to the end user and the cost of processing the gas at the government owned Madimba Gas Processing Facility ("Madimba GPF"). The connection infrastructure, comprised of the tie-in of the Mnazi Bay production wells, a gas gathering system including 7kms of 16" pipeline, and the fiscal metering station, will link the Mnazi Bay gas infrastructure to the Madimba GPF. All connection infrastructure is planned for completion and commissioning during Q3 2015.

Madimba Gas Processing Facility

The Madimba GPF is located within the Mnazi Bay Concession approximately 11km from Wentworth's existing gas infrastructure across the Mnazi Bay. At peak operation, the TPDC owned facility is built to have a total capacity of 210 mmscf/day consisting of three 70 mmscf/day trains. Engineering and construction oversight is being provided by Worley Parsons with construction of the facility being undertaken by China National Petroleum Corporation. Mechanical, electrical and instrumentation installation for de-hydration and de-hydrocarbon unit and other equipment, civil works for all the equipment and control room for the gas plant, and condensate storage tank site erection and painting activities are ongoing. Construction of the Madimba GPF is complete with start-up and commissioning of the facility is expected to take place during Q3 2015.

Main Gas Pipeline

The 36" pipeline, which traverses ~506 km from Mtwara to Dar es Salaam, will have a maximum capacity of ~784 mmscf/day without compression. The commissioning of this pipeline creates an instant market for the Company's two discovered gas fields in the Mnazi Bay Concession. The pipeline was financed by EXIM Bank of China and constructed by China Petroleum Technology & Development Corporation/China National Petroleum Corporation. The start-up and commissioning of the pipeline commenced in July 2015.

Kinyerezi Gas Receiving Station

The gas receiving facility at Kinyerezi is located on the outskirts of Dar es Salaam and is the end point of the Pipeline Project. At this location, gas will be distributed to end users including delivery to the Kinyerezi Power Generation Complex located approximately one kilometre from the gas receiving facility. The completed gas receiving station is scheduled to be ready to deliver gas to the end users during September 2015.

Gas Sales Agreement

On September 12, 2014, the Mnazi Bay Concession joint venture partners and TPDC, the Government entity aggregating natural gas for the new transnational gas pipeline, executed a long-term gas sales and purchase agreement ("GSA") to supply existing discovered natural gas from the Mnazi Bay and Msimbati gas fields within the Mnazi Bay Concession.

The Mnazi Bay Concession joint venture partners are contracted to supply up to a maximum 80 mmscf/day of natural gas during the first eight months after the commercial operations date, with an option to increase over time to a maximum 130 mmscf/day of natural gas during the supply contract period which ends in 2031. The GSA is subject to TPDC providing suitable payment security prior to delivery of first gas. Negotiations on the payment security arrangements are at an advanced stage and are expected to be concluded during Q3 2015 in advance of delivering gas to the Pipeline Project and in line with expectations.

The gas price is fixed at US\$3.00/mmbtu (approximately US\$3.07/mscf), escalating annually at the United States CPI Industrial index commencing in January 1, 2016. The gas will be sold and purchased at the metering station located at the inlet to a 16' pipeline connecting the existing Mnazi Bay gas production facility to the new Government owned Madimba GPF. The Mnazi Bay Concession joint venture partners are not responsible for paying a tariff for transporting the gas nor paying third party processing fees and, therefore, the escalating price of US\$3.00/mmbtu is equivalent to a "netback price".

Simultaneously with concluding payment security arrangements, the Company expects to receive from TPDC a nomination notification establishing the date for first gas to be delivered to the New Pipeline. Initial volumes will be used for commissioning purposes and to fill the pipeline with volumes expected to increase to 80 mmscf/d in Q4 2015. Following completion of the New Pipeline commissioning process, which is expected to take up to 60 days, gas deliveries by TPDC for use by power and industrial companies will commence.

Gas Production Estimates – Mnazi Bay Concession

The Company's existing five development wells within the Mnazi Bay Concession are expected to produce a combined minimum 80 mmscf/day and are therefore able to meet the initial delivery volumes specified within the GSA. In prior years, workovers were performed on three wells (MS-1X, MB-2 and MB-3) allowing for production from multiple zones within these wells. The recently completed MB-4 well, drilled during Q2 2015, which intersected the Miocene gas reservoirs with a net pay of 24 meters in the Upper Mnazi Bay and 43 meters in the Lower Mnazi Bay zones, respectively, have been selectively tested at different two hours stabilized flows with the Upper Mnazi Bay achieving a constrained flow-rate of up to 18.8 mmscf/day and the Lower Mnazi Bay of up to 22.2 mmscf/day. Currently, MB-3 is producing at approximately 2 mmscf/day which is limited by the gas demand of an 18 MW gas-fired power station located at Mtwara, approximately 27 km from the Mnazi Bay gas fields.

In terms of readying the existing five developments wells to deliver gas to the new gas pipeline, MS1-X and MB-3 will be tied-in to the connection point of the new TPDC pipeline by the mid-August 2015. MB-2 and MB-4 are scheduled to be tied-in and commissioned by the end of August 2015. MB-1 will be tied in during Q4 2015.

Subject to the deliverability from the existing Mnazi Bay wells and the drilling of additional development wells as deemed necessary, the Company anticipates gas sales to the pipeline to increase to 130 mmscf/day as market demands grow. Gas deliveries could escalate up to 270 mmscf/day within five years from first gas delivery should additional exploration success occur within the Mnazi Bay Concession. Of the 270 mmscf/day, 210 mmscf/day is expected to be supplied to the Madimba GPF and 60 mmscf/day is anticipated to be supplied directly to a power plant planned for construction in the Mtwara region or supplied to industrial customers in the region.

Mnazi Bay Development Activities

Relative to the Pipeline Project, development activities undertaken by the Mnazi Bay joint venture in preparation for delivering gas to the new pipeline are modest in terms of both cost and infrastructure.

During the second quarter of 2015, the MB-4 development well was drilled and completed while the surface infrastructure activity comprising the installation of separation facilities, piping, flow lines and civil works was ongoing. Although the Madimba GPF is fully capable of handling wellhead gas, it is necessary to separate liquids and clean gas ahead of delivery into the sub-marine pipeline leading into the Madimba GPF. The infrastructure design takes into consideration the gas specifications such as temperature, water content, pressure and sulphur content that are defined within the GSA and are the responsibility of the Mnazi Bay joint venture. Details of the progress of activities during the quarter are as follows:

• completed the by-pass infrastructure at the Msimbati Plant gate, allowing delivery of natural gas to TPDC in advance of the separation units becoming operational;
• procured long lead items;
• tie-in of existing wells and installing flow lines for MB-3 and MS1X; and
• work on the tie-in of MB-2 and MB-4 is ongoing with target completion of works during Q3.

The surface infrastructure allowing the flow of gas from all production wells to the Madimba GPF is expected to be completed and fully operational during Q4 2015.

Exploration Opportunities

Acquisition of 315 km of conventional 2D seismic was completed during Q3 2014. The conventional seismic acquisition targeted the southern and western areas of the Mnazi Bay Concession where there was previously limited seismic data. Results from the interpretation of the new onshore conventional 2D seismic data, combined with results from the 248 km2 of 3D seismic data acquired in 2013 over the offshore area of the Concession, and information obtained from exploration operations in the Rovuma Onshore Block, Mozambique, which is adjacent to the Mnazi Bay Concession, are expected to provide additional information to determine future exploration drilling operations.

Given the immediate access to a market for Mnazi Bay Concession gas and the spare capacity available in the transnational pipeline, the Company expects to initiate an exploration drilling program in 2016. The Company expects a significant portion of the exploration activities to be funded from internally generated cash flow.

Participation Interest and Existing Field Infrastructure

The Mnazi Bay Concession covers approximately 756km2 and has six wells that have been drilled to date:

• five wells are capable of producing natural gas from two discovered gas fields; and
• one well has been plugged and abandoned.

Field operations also encompass natural gas field infrastructure including two gas processing plants and a 27 km pipeline.

The Company has an extensive seismic database including:

• 248 km2 offshore 3D seismic (2013);
• Over 2,000 km onshore/offshore 2D seismic including 315 km new data (2014); and
• 58km new high resolution onshore 2D seismic (2014) over the Mnazi Bay and Msimbati gas fields.

At June 30, 2015 the effective participation interests in production operations and exploration operations in the Mnazi Bay Concession are as follows:

Partner	Percentage Interest in Development and Production	Percentage Interest in Exploration
M&P (operator)	48.06	60.075
Wentworth	31.94	39.925
TPDC	20.00	-

Rovuma Onshore Block, Mozambique

Exploration

In December 2014, the Tembo-1 gas discovery was registered with National Petroleum Institute (INP), the national petroleum regulatory authority. The Tembo-1 exploration well was drilled to a total depth of 4,553 meters (4,401 meters True Vertical Depth Sub Sea) and a gas discovery was made in Cretaceous aged sands. Petrophysical analysis of the Cretaceous section indicates 11 meters of natural gas net pay. Natural gas and some condensate was recovered by modular formation dynamics testing ("MDT") confirming the petrophysical analysis. During Q2 2015, Wentworth continued discussions with Rovuma Onshore Block joint venture partners on a possible appraisal of the Tembo-1 gas discovery.

All work program and commitments of the Rovuma Onshore Block concession agreement have been fulfilled and the third and last exploration phase of the Block expires on August 31, 2015, subject to any appraisal of the Tembo-1 discovery. Anadarko, the current operator and PTT Exploration and Production Public Company Limited (PTTEP"), have indicated their intention to exit the block on August 31, 2015.

On July 21, 2015, the Company provided formal notification to the Mozambique government of its intention to proceed with an appraisal of the gas discovery in the Tembo-1 well. During Q3 2015, priorities are determining the participation interests of the joint venture partners remaining in the Rovuma Onshore Block, appointing an operator of the Block, agreeing an appraisal work program and budget and establishing the appraisal area. A definitive plan forward is subject to a resolution of these issues and, more importantly, approval granted by the Mozambican government to proceed with an appraisal program. On August 31, 2015, the Rovuma Onshore Block acreage, with the exception of the agreed appraisal area, will be relinquished.

Participation Interest

The Rovuma Onshore Block in northern Mozambique covers approximately 11,950km2, the majority of which is onshore and forms part of the Rovuma Basin. Four wells have been drilled on the Block to date, two of which (Mecupa-1 and Mocimboa-1) encountered hydrocarbons but were considered non-commercial. The third well, Tembo-1, encountered 11 meters of natural gas net pay and evaluation of this discovery is ongoing. The fourth well, Kifaru-1, failed to find an economic reservoir. At June 30, 2015 effective participation interests in production operations and exploration operations, respectively, in the Rovuma Onshore Block are as follows:

Partner	Percentage Interest in Production	Percentage Interest in Exploration
Anadarko Petroleum Corporation ("Anadarko") (operator)	35.70	42.00
M&P	27.71	32.60
Wentworth	11.59	13.64
PTT Exploration and Production Public Company Limited (PTTEP")	10.00	11.76
Empresa Nacional de Hidrocarbonetos de Mocambique ("ENH")	15.00	-
(carried through exploration operations)

Financial and Operating Discussion

Revenue

Currently, gas production is limited to sales from the Mnazi Bay Concession to an 18 MW gas-fired power plant in Mtwara, Tanzania. Natural gas is produced from a single well and production is limited by the demand of the power plant. Actual (gross) production of natural gas during the quarter and six months of 2015 averaged 2,289 mmbtu/day and 2,223 mmbtu/day respectively (2014 – 1,982 mmbtu/day and 1,929 mmbtu/day respectively) while the gas price remained fixed and unchanged at \$5.36/mmbtu. Higher sales volumes during 2015 compared to 2014 resulted from higher demand due to new electricity customers and lower downtime experienced at the Mtwara power plant.

Production and operating expense

Natural gas production costs within the Mnazi Bay Concession comprises the Company's share of field operating, operator's administration, and operator's overhead required to manage production operations. Production costs are substantially fixed in nature and on a per mmbtu basis is high given the limited current market for the discovered gas. Gas deliveries to the new pipeline are expected to commence during Q3 2015 will significantly reduce the cost per mmbtu of production.

Production and operating expenses during the quarter and six months ended June 2015 totalled \$1.39 million and \$1.89 million respectively compared to \$0.8 million and \$1.17 million respectively for same period in 2014. During Q2 2015, the Company recognized a net expense of \$0.6 million relating to the estimate cost of settlement of ongoing Tanzania Revenue Authority's tax audits of historical years of operations.

General and administrative expense

General and administrative (G&A) expenses during the second quarter ended June 2015 were \$1.36 million compared to \$1.49 million for the same period in 2014, a 9 percent reduction. Cost saving initiatives undertaken during 2014 and 2015 including downsizing office space, streamlining information technology infrastructure and communications, staff reductions and optimization of the corporate organizational structure have contributed to a reduction in ongoing G&A expenses.

	Quarter ended June 30,		Six months ended June 30,
(figures in \$000's)	2015	2014	2015	2014
Employee salaries and benefits	530	608	1,129	1,220
Contractors and consultants	134	220	274	576
Travel and accommodation	100	158	254	368
Professional, legal and advisory	227	103	462	281
Office and administration	175	253	380	520
Corporate and public company costs	190	148	354	334
	1,356	1,490	2,853	3,299

The Company maintains offices in Calgary, Canada and Dar es Salaam, Tanzania and is listed on the public stock exchanges in both Oslo, Norway (Oslo Stock Exchange) and London, UK (AIM). A number of general and administrative expenditures are fixed in nature and include such items as corporate and public company costs (exchange listing, transfer agent and directors' fees), legal fees supporting the compliance with corporate and public obligations (Canada, UK and Norway) and professional advisory (external audit, resources engineering and Nomad for our AIM listing).

As a non-operator in both of its concession agreements in East Africa, general and administrative costs including technical evaluations, geological and geophysical analysis and attendance at technical committee meetings are recorded as G&A expenses. The Company considers it essential to maintain a strong presence in Tanzania where Wentworth has its largest oil and gas asset and where the Company expects to generate significant cash flow commencing in 2015. A local presence supports the advancement of key initiatives with our joint venture partners and entities within the Tanzanian Government and allows Wentworth to maneuver effectively through a challenging business environment.

Share based compensation

During the second quarter and six months of 2015 the Company recognized \$0.15 million and \$0.46 million respectively (2014 - \$0.32 million and \$0.48 million) as share based compensation expense.

No share options were granted to directors, officers and employees during the first half of 2015 (2014 – 3,750,000 share options for the six months). In addition, no share options have been forfeited during the first half of 2015 (2014 – Nil), no share options have been exercised during the first half of 2015 (250,000 share options exercised during Q2 2014).

A total of 9,950,000 stock options were outstanding at June 30, 2015 with 7,249,994 being exercisable with an average exercise price per share of NOK 4.34 (\$0.55).

Depreciation and depletion

Depreciation and depletion of gas producing assets and office assets of \$0.12 million (2014 - \$0.16 million) and \$0.23 million (2014 - \$0.29 million) were recorded during second quarter and six months of 2015. At June 30, 2015 the net book value of natural gas property, plant and equipment was \$94.34 million and the net book value of office assets totalled \$0.81 million.

Finance income and costs

A significant majority of the items included in finance income and cost are non-cash in nature. The items that were settled primarily in cash were interest income, interest expense and realized foreign exchange on current transactions.

During the second quarter and six months of 2015 interest expense on the long-term loans which were secured during Q4 2014, totalled \$0.37 million and \$0.61 million respectively (2014 - \$Nil).

During the second quarter and six months ended June 30, 2015 non-cash accretion of the TPDC receivable of \$1.27 million and \$2.36 million respectively (2014 - \$1.25 million and \$2.73 million) was recorded in finance income. As we move closer to the pipeline becoming operational and gas deliveries commencing, the estimates used to determine the recoverability of the TPDC receivable are on track with the expected timing of cash flows.

Non-cash accretion of the Tanzanian government receivable (Umoja/power) of \$0.12 million and \$0.24 million (2014 – \$0.12 million and \$0.25 million) was recorded in finance income during the second quarter and six months of 2015, respectively. Consistent with estimating the recoverability of the TPDC receivable, the estimates used to determine the recoverability of the Tanzanian government receivable (Umoja/power) are on track with the expected timing of cash flows.

Receivables from Tanzania Electricity Supply Company Limited

The Company's ongoing exposure to receivables from TANESCO is associated with gas sales from the Mnazi Bay Concession to the 18 MW gas-fired power plant located in Mtwara, Tanzania. At June 30, 2015 the Mnazi Bay Concession joint venture partners were owed eight months of gas sales, with \$1.40 million net owing to Wentworth. A provision for doubtful accounts has not been made in respect of the receivable from TANESCO. Construction of the Pipeline Project may provide an opportunity for TANESCO to operate more efficiently, generate positive cash flow and grow its business in order to meet the increasing demand for electrical power. As a result, the Company expects to eventually receive full recovery of current and future receivables from gas sales to TANESCO. Although TANESCO has been slow in settling invoices, TANESCO has continued to make payments and given the positive developments with the pipeline construction, management believes payments will become more current as we enter 2016.

Long-term receivable - TPDC

The Company has a receivable from TPDC, a 20% participating interest partner in the Mnazi Bay Concession, for TPDC's share of past development and operating costs that were paid by the Company prior to June 30, 2009. In addition, the Company has been paying for its proportionate share of TPDC's share of development and operating costs incurred subsequent to June 30, 2009, the value of which has been added to the TPDC receivable balance. The Company will recover this receivable from an agreed percentage of TPDC's share of current and future production revenue from the Mnazi Bay Concession. The undiscounted face value of the TPDC receivable at June 30, 2015 is \$36.22 million (December 31, 2014 - \$33.52 million). Due to its long-term nature, the TPDC receivable has been discounted to \$31.83 million (December 31, 2014 - \$28.91 million). This reported fair value is discounted to reflect the time expected until the receivable is settled in the future. With the passage of time and the move closer to recovery of the receivable, the carrying amount of the TPDC receivable is accreted up to the face value with a corresponding credit to finance income.

The imminent completion of the Pipeline Project in 2015 has a significant positive impact on the ultimate recovery of the TPDC receivable as delivery of gas to the pipeline draws nearer. Internal Company estimates indicate that the \$36.22 million face value of this receivable is expected to be fully recovered within 18 to 24 months from delivery of first gas. The recovery of the TPDC receivable will provide a significant source of cash flow for the Company during the next two years.

Long-term receivable - Tanzanian Government (Umoja/power)

The Company has an agreement with the Government of Tanzania (TANESCO, TPDC and the MEM) to be reimbursed, at costs, for past project development costs associated with transmission and distribution ("T&D") expenditures. An audit of the Mtwara Energy Project ("MEP") development expenditures was completed in November 2012 and costs of approximately \$8.12 million were verified to be reimbursable. Management is working with the Government of Tanzania to agree on a reimbursement method for the T&D costs. The Company is to receive \$6.51 million upon settlement which is the net balance of the verified \$8.12 million, less credits of \$1.61 million associated with MEP. The receivable is considered long-term in nature and has been discounted to reflect the anticipated timing of collection. This receivable is considered a financial instrument and initially recorded at fair value based on discounted cash flows and at each reporting date it is revalued and amortized by accreting the instrument over the expected life of the receivable. The undiscounted face value of the Tanzanian Government receivable (Umoja/power) at June 30, 2015 is \$6.51 million (December 31, 2014 - \$6.51 million) while the discounted value, taking into consideration the anticipated time of collection, is \$5.19 million (December 31, 2014 – \$5.09 million). Timing of reaching an agreement on the reimbursement procedure is indeterminable but the Company has re-engaged with the Government of Tanzania following the finalization and signing of the GSA in September 2014 and management is working with the Government of Tanzania on agreeing a mechanism to settle the outstanding balance.

Capital expenditures

During the second quarter of 2015 capital spending totaled \$9.39 million. The main activities during the quarter included final expenditures on the drilling of the Tembo-1 and Kifaru-1 exploration wells in Mozambique, drilling of the MB-4 development well in Tanzania and tie-in of development wells to the Mtwara to Dar es Salaam government owned pipeline in Tanzania.

	Quarter ended	Six months ended
(figures in \$000's)	June 30, 2015	June 30, 2015
Exploration and evaluation assets
Mozambique
Exploration drilling	2,168	8,632
Operator and indirect overhead	136	507
	2,304	9,139
Tanzania
2D seismic acquisition, processing and interpretation	2	151
	2	151
Property, plant and equipment
Tanzania
MB-4 development well	6,549	7,908
Field infrastructure connection works	442	1,396
Other field development capital	22	277
	7,013	9,581
Canada
IT and office assets	29	31
	9,348	18,902

Long-term loans

On December 8, 2014, WGL, a subsidiary of the Company, entered into two long-term credit facilities: a) a \$20.0 million loan to finance field infrastructure development within the Mnazi Bay Concession in Tanzania and b) a \$6.0 million loan to repay and replace an existing medium-term loan. The two loan facilities have similar commercial terms. Each loan is forty eight months in duration commencing on the first draw down date, bears interest of six months LIBOR rate plus 750 basis points subject to a minimum (floor) of 8% p.a. and a maximum (ceiling) of 9.5% p.a. In addition, principal repayments following the grace period of twelve months following the first draw down date are payable in six semi–annual equal instalments in arrears and have security in the form of a debenture creating first ranking charge over all the assets of the WGL (assets of WGL include a 25.4 percent participation interest in the Mnazi Bay Concession) and assignment over the TPDC long-term receivable. The loan facilities have no external financial covenants.

At June 30, 2015, a total of \$20.84 million had been drawn on the \$26.0 million of credit facilities. The remaining \$5.16 million is expected to be utilized during Q3 2015. Principal repayments will commence in Q2 2016.

Tax assessment – Tanzanian operations

i. Gas operations

In 2014 the Tanzanian Revenue Agency (TRA) issued tax assessment certificates totalling Tsh7.02 billion for the period 2008-2012 for alleged unpaid payroll taxes and withholding taxes on imported services, certain accounting transactions and late penalty interest. At December 31, 2014, the Company accrued an estimate of the tax liability of Tsh478 million (equivalent to \$0.28 million at the December 31, 2014 exchange rate of 1Tsh=0.00058 US\$) which management determined was likely due and payable. The amount was recorded as production and operating cost.

On June 18, 2015, the TRA issued amended tax assessment certificates indicating a total liability of Tsh 282 million (equivalent to \$0.14 million at the June 30, 2015 exchange rate of 1Tsh=0.00049 US\$), inclusive of late penalty interest. As a result, the Company recorded a credit adjustment, inclusive of a foreign exchange gain, of Tsh196 million (\$0.14 million) during Q2 2015 reducing the accrued liability to the agreed tax liability.

ii. Discontinued transmission and distribution operations

During the second quarter of 2015 the TRA conducted a tax audit for the period 2009–2012 on a discontinued, dissolved subsidiary of the Company. The TRA has issued a notification to the Company that tax assessment certificates will be issued for Tsh 1.46 billion (equivalent to \$0.74 million at the June 30, 2015 exchange rate of 1Tsh=0.00049 US\$) for alleged unpaid withholding taxes and payroll taxes inclusive of penalty interest and Tsh 1.21 billion (equivalent to \$0.61 million at the June 30, 2015 exchange rate of 1Tsh=0.00049 US\$)) for alleged unpaid VAT inclusive of accrued penalty interest.

A liability for estimated withholding and payroll taxes, plus late interest charges, of Tsh1.46 billion (equivalent to \$0.74 million) has been recorded as production and operating cost in the financial statements during Q2 2015.

The Company believes it has a strong case against the VAT tax issues raised and accordingly has not recorded a provision at June 30, 2015.

Shares, share capital, dividends

The Company had 154,122,700 shares issued and outstanding as at June 30, 2015, all of which are of the same class and with equal voting and dividend rights. The Company's ordinary shares are listed on the Oslo Stock Exchange (ticker: WRL) and denominated in Norwegian Kroner. The Company's shares are also traded on the Alternative Investment Market of the London Stock Exchange (ticker: WRL) and denominated in British Pound Sterling.

On July 1, 2015, the Company completed a private placement and issued 15,412,269 new common shares, for cash consideration of \$0.50 (GBP0.32 or NOK3.88) per share for total gross proceeds of \$7.64 million (GBP4.9 million or NOK59.7 million). Following the private placement offering the Company had 169,534,969 common shares outstanding.

A total of 5,000,000 share purchase warrants, exchangeable on a 1:1 basis at a conversion price of \$0.648 per warrant, were outstanding as at June 30, 2015 and expire on December 31, 2015.

As the Company is in the early stage of its operations, it does not have a formal dividend policy. No dividends have ever been declared or paid by the Company. There are no restrictions on dividend distributions. At the Annual General Meeting in 2015, the Board of Directors did not propose dividends to be paid for the year ended December 31, 2015. Proposals for dividend distribution in future years will be subject to assessment of business performance, operating environment, and growth opportunities in determining the appropriate level in any specific year.

Financial Condition and Liquidity

The Company substantially improved its financial position with proceeds of \$7.64 million raised through a private placement which was completed on July 1, 2015. These new funds, combined with funds on hand, working capital and amounts available to be drawn from existing credit facility, are sufficient in managements' estimates to meet the Company's current and ongoing obligations beyond the end of 2015. Following the anticipated start-up of gas deliveries to the new gas pipeline in Tanzania in Q3 2015, the Company expects to generate positive cash flows from operations, including the collection of accounts receivable. Gas sales volumes are expected to increase 40-fold from 2 mmscf/day to 80mmscf/day while field operating costs expected to increase by a relatively modest 50% over 2015 forecasted operating costs.

At June 30, 2015 Wentworth had cash on hand of \$2.22 million and receivables, deposits and advances of \$18.38 million, the majority of which, \$16.37 million, is a receivable from TPDC which will start being collected once gas sales to the new gas pipeline commences. The Company continues to engage on a regular basis with TANESCO in order to accelerate the settlement of arrears which totaled approximately \$1.40 million outstanding at June 30, 2015.

Current liabilities of \$14.83 million relate primarily to amounts due to the operators of the Company's assets in Tanzania and Mozambique. The Company's near term obligations are the joint venture partner approved capital and operational programs in Tanzania and Mozambique which will be funded from the existing credit facilities and the proceeds from the recent equity raise.

The Company continues to closely monitor its working capital and will explore options to strengthen its balance sheet should delivery of first gas to the new transnational pipeline be delayed significantly beyond current expectations and negatively impact the of timing of receipt of cash flow..

Going Concern

These financial statements have been prepared on a going concern basis. The going concern basis of presentation assumes that the Company will continue in operation for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business.

The ability of the Company to continue as a going concern is dependent on the Company's ability to obtain financing to fund the ongoing exploration and development capital programs until such time as cash flow from operations is sufficient to fund future exploration and development programs. There is no certainty that the Company will be able to obtain the financing required to meet its ongoing commitments for the exploration and development programs.

At June 30, 2015, the Company has cash and cash equivalents of \$2.22 million and \$5.16 million available to draw on an existing credit facility. On July 1, 2015, the Company completed a private placement issuing new share capital for gross proceeds of \$7.64 million. These funds will be used to meet expenditures relating to exploration, development, and production operations and corporate activities prior to the commissioning of the new Mtwara to Dar es Salaam gas pipeline in Tanzania which is expected during Q3 2015. In addition, the Company continues to work with the government electric utility company, TANESCO, on settling long outstanding receivable balances. Should additional exploration and development activity take place prior to generating sufficient cash flow from gas sales to the new pipeline in Tanzania or should the receipt of cash flow from the sales of natural gas to the new government pipeline be delayed beyond Q4 2015, additional funding from debt or equity may be necessary.

The potential need to obtain financing, may create significant doubt about the Company's ability to continue as a going concern. The financial statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate. If the going concern basis were not appropriate for these financial statements, then adjustments would be necessary in the carrying value of assets and liabilities, the reported revenues and expenses, and the balance sheet classifications used.

Outlook

The recently completed equity raise alleviated the near term funding concern that the Company was facing. The current challenging macro oil and gas environment impacted the ability to source debt at a reasonable cost with acceptable terms and conditions. The success of the equity raise which was floated at market price of the Company's shares, further supports the investment case of Wentworth. The Company is firmly positioned to become a significant gas producer in East Africa in 2015.

In Q3 2015 the Mnazi Bay joint venture partners expects to receive formal notice from TPDC, the buyer of Mnazi Bay gas and operator of the new government pipeline, confirming the nomination to deliver first gas to the TPDC pipeline. The Company also expects to conclude payment guarantee arrangements between the Mnazi Bay joint venture partners, TPDC and a number of other parties, which will provide sufficient assurances that gas sales will be paid pursuant to contractual terms.

Upon concluding the payment security, Wentworth expects production from the Company's five development wells to ramp up throughout the remainder of the year. The Company expects to exit 2015, generating significant free cash flow to fund future growth and finance exploration activities in Tanzania and Mozambique.

Risk factors

The Company emphasizes that the information included herein contains certain forward-looking statements that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future. These statements are based on various assumptions made by the Company, many of which are beyond its control and all of which are subject to risks and uncertainties. Wentworth is subject to a significant number of risk factors including but not limited to normal market risks inherent in the oil and gas business such as: operational and technical risks, reserve estimates, risks of operating in a foreign country (including economic, political, social and environmental risks), commodity price fluctuations, and available resources. Wentworth recognizes these risks and manages operations to minimize exposure to the extent practical. As a result of these and other risk factors, actual events and actual results may differ materially from those indicated or implied in such forward-looking statements.

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk is comprised of foreign currency risk, interest rate risk and other price risk, for example, commodity price risk. The objective of market risk management is to manage and control market price exposures within acceptable limits, while maximizing returns.

Credit risk

Wentworth's maximum credit risk is equal to the carrying value of its cash, short term investments, trade, other and long-term receivables. Trade and other receivables are comprised predominantly of amounts due from government departments in Tanzania, tax input credits for Goods and Services Tax (GST) in Canada and Value Added Tax (VAT) in Tanzania and Mozambique. The Company's ongoing exposure to receivables from TANESCO, the state power company, is connected with the gas sales from the Mnazi Bay Concession to the 18MW gas-fired power plant located in Mtwara, Tanzania. At June 30, 2015 the Mnazi Bay Concession joint venture partners were owed eight months of gas sales, with \$1.40 million owing to Wentworth.

A long-term undiscounted receivable of \$36.22 million is due from TPDC which is a partner in the Mnazi Bay Concession. The Company receives a significant portion of TPDC's share of gas production from the Mnazi Bay Concession directly from the operator of the Mnazi Bay Concession before TPDC receives cash from its share of revenue. There is a risk that future production from the Mnazi Bay Concession may not be sufficient to settle the receivable and should such a determination be made, a provision against the receivable will be recorded.

Second Quarter Ended June 30, 2015 Results

At June 30, 2015 the Company has a receivable from the government of Tanzania of \$6.51 million related to the Company's disposal of transmission and distribution assets and the costs associated with the Mtwara Energy Project incurred by a wholly owned subsidiary of Wentworth. On February 6, 2012, the Company, TANESCO, TPDC and MEM reached agreement that the Company's cost of historical operations in respect of the Mtwara Energy Project should be reimbursed. Wentworth is currently in discussions with TANESCO, TPDC and MEM on agreeing a method of reimbursement. There is a risk that the cost reimbursement method may not be in cash, but rather in a long term recovery from other sources.

Liquidity risk

Liquidity risk is the risk that the Company will not have sufficient funds to meet its liabilities. Other than routine trade and other payables, incurred in the normal course of business, the Company also has a longterm loan.

Measurement uncertainty and use of estimates and judgments

The preparation of financial statements requires management to make estimates, judgements and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts may differ materially from these estimates due to changes in general economic conditions, changes in laws and regulations, changes in future operating plans and the inherent imprecision associated with estimates.

The significant accounting judgements and critical accounting estimates used in the preparation of the annual consolidated financial statements are disclosed in the notes to the consolidated financial statements.

Workplace

Wentworth aims to be a workplace with equal opportunities for women and men in all areas. In terms of gender equality within the Company, no Board Members are women but 22% of the executive & senior management team, including the corporate secretary, are women. The Corporation promotes a productive working environment and does not tolerate disrespectful behavior. The Corporation has not experienced any discriminatory treatment of men and women and special measures to promote greater equality has therefore not been considered necessary.

Exemption

The Company has received an exemption from the requirement to present parent company financial statements on an annual basis.

Recent Accounting Pronouncements

The following standards and amendments applicable to the Company are issued but not yet effective and have not been early adopted in these consolidated financial statements.

New and Amended Standards		Effective for annual periods beginning on or after
IFRS 15	Revenue from Contracts with Customers	January 1, 2018
IFRS 11 (Amendments)	Accounting for Acquisitions of Interests in Joint Operations	January 1, 2016
IFRS 9	Financial Instruments	January 1, 2018
IAS 27 (Amendments)	Equity Method in Separate Financial Statements	January 1, 2016
IFRS 10 and IAS 28 (Amendments)	Sale or Contribution of Assets between an Investor and its Associate or Joint Venture	January 1, 2016

The Company intends to adopt these amendment to IFRS interpretation in its financial statements for the annual period beginning on January 1, 2016. The Company does not expect the interpretation amendments to have a material impact on the financial statements.

Second Quarter Ended June 30, 2015 Results

Board of Directors and Corporate Governance

The Company's Board of Directors are Robert 'Bob' McBean (Executive Chairman), John Bentley (Deputy Chairman), Cameron Barton, Neil Kelly and Richard 'Rick' Schmitt. The Board has established four subcommittees: an Audit Committee, Compensation Committee, Governance & Nomination Committee and Reserves Committee. The committees act as preparatory bodies for the Board of Directors and assist the Directors in exercising their responsibilities.

The Company is committed to maintaining high standards of corporate governance and believes that effective corporate governance is essential to the success of Wentworth. As a Canadian corporation registered under Alberta corporate law, with its primary listing on the Oslo Børs (the "OSE"), the Company is subject to the rules of the OSE, including its continuing obligations for listed companies. As such, the Company has adopted the Norwegian Code of Practice for Corporate Governance. Wentworth also implements corporate governance guidelines beneficial to the business and which add value to the shareholders. Corporate governance principles are adopted by the Board of Directors and are periodically reviewed. The Company's articles of association, in addition to full versions of the Board of Directors Mandate and Terms of Reference, the board subcommittees' Charters, and Code of Ethics and Business Conduct are available on the Company website at www.wentworthresources.com.

The Company maintains a compliance hotline operated by an external service provider in order to facilitate reporting of any concerns regarding inappropriate business conduct. Wentworth encourages use of the hotline by anyone who has concerns relating to compliance with laws and regulations, breaches of the code of conduct, fair treatment, or any other matter. Concerns can also be raised directly with the corporate secretary or any Board member.

Approved by the Board August 12, 2015

Directors

Executive Chairman Deputy Chairman

Cameron Barton Neil B. Kelly

Non-Executive Director Non-Executive Director

Richard Schmitt

Non-Executive Director

Executive Management

Geoffrey Bury

Managing Director

Robert P. McBean John W.S. Bentley

17

Second Quarter Ended June 30, 2015 Results

Responsibility Statement

We confirm that, to the best of our knowledge, the unaudited condensed consolidated interim financial statements for the quarter ended June 30, 2015, which are prepared in accordance with IFRS gives a true and fair view of the Company's consolidated assets, liabilities, financial position and results of operations and the MD&A includes a fair review of the development and performance of the business and the position of the issuer and the group taken as a whole, together with a description of the principal risks and uncertainties that they face.

Approved by the Board August 12, 2015

Directors

Robert P. McBean John W.S. Bentley Executive Chairman Deputy Chairman

Cameron Barton Neil B. Kelly

Non-Executive Director Non-Executive Director

Richard Schmitt

Non-Executive Director

Executive Management Geoffrey Bury Managing Director

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Wentworth Resources Limited is a publicly traded international oil and gas exploration and production company with rights extending over the Rovuma Basin play in southern Tanzania and northern Mozambique. The Company is focused on the exploration and development of oil and natural gas reserves. The Company has producing Tanzania gas assets, oil and gas exploration activities in both Mozambique and Tanzania, and large-scale gas monetization projects in development. The Company's strategy is centered on proving up additional gas resources in its Mnazi Bay Concession in Tanzania to satisfy third party demand for natural gas and to identify significant resources for consumption by future large-scale petrochemical projects to be built. Competitive business environments in both Tanzania and Mozambique combined with the Tanzanian Government working to solve electricity shortages by way of planned large scale gas to power projects and a proposed transnational pipeline connecting Mtwara, Tanzania, the location of the Mnazi Bay Concession, to the commercial capital of Dar es Salaam, may provide Wentworth with an opportunity to monetize its assets in a relatively short period of time.

Wentworth is incorporated in Canada and is listed on the Oslo Stock Exchange (ticker: WRL) and the AIM market of the London Stock Exchange (ticker: WRL). The Company has offices in Calgary, Canada and Dar es Salaam, Tanzania.

For more information on Wentworth Resources Limited visit www.wentworthresources.com.

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Forward-Looking and Cautionary Statements

Certain statements made herein, other than statements of historical fact relating to Wentworth, are forwardlooking statements. These include, but are not limited to, statements with respect to anticipated business activities, planned expenditures, including those relating to the exploration, development and production of its petroleum assets, corporate strategies, participation in projects and financing operations, the outcome of development activities in the exploration for, appraisal of, and development and operations relating to oil and natural gas in Tanzania and Mozambique, technical risks and resource potential of the drilling prospects, and the financing and timing of construction and the field development plan for the Mnazi Bay Concession, and other statements that are not historical facts. When used in this MD&A, the words such as "could", "plan", "estimate", "expect", "intend", "may", "potential", "should" and similar expressions, are forward-looking statements. Although the Company believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Important factors that could cause actual results to differ from these forward-looking statements include those described under the heading "Risk Factors" elsewhere in this MD&A. The reader is cautioned not to place undue reliance on forward-looking statements. The Company assumes no obligation to update forward looking statements except to the extent required by applicable securities laws.

All such forward-looking information is based on certain assumptions and analysis made by management in light of experience and perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. The risks, uncertainties, and assumptions are difficult to predict and may affect operations, including, without limitation: the risks associated with foreign operations, foreign exchange fluctuations, commodity prices; equipment and labour shortages and inflationary costs, general economic conditions, industry conditions, changes in applicable environmental, taxation and other laws and regulations as well as how such laws and regulations are interpreted and enforced, the ability of oil and natural gas companies to raise capital, the existence of operating risks, volatility of oil and natural gas prices, oil and natural gas product supply and demand, risks inherent in the ability to generate sufficient cash flow from operations to meet current and future obligations, increased competition, stock market volatility, opportunities available to or pursued by the Company and other factors, many of which are beyond the Company's control.

Second Quarter Ended June 30, 2015 Results

In addition to the foregoing, this MD&A contains forward looking information with respect to estimated resources, the potential size and distribution of fields and recovery factors. Such forward looking information is based on current expectations that involve a number of risks and uncertainties, which could cause actual results to differ from those anticipated. These risks include, but are not limited to risks associated with the oil and gas industry (e.g. operational risks in development, exploration and production delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of resource estimates; the uncertainty associated with geological interpretations, the uncertainty of estimates and projections in relation to production, costs and expenses and health, safety and environmental risks), the risk of commodity price and foreign exchange rate fluctuations, risks associated with the implementation of new technology, risks associated with obtaining, maintaining and the timing of receipt of regulatory approvals, permits, and licenses, uncertainties relating to access to capital markets and the risk of volatile global economic conditions. Statements relating to resources are deemed to be forward looking information, as they involve implied assessment, based on certain estimates and assumptions, that the resources exist in the quantities predicted or estimated. The actual resources discovered may be greater or less than those calculated.

The forward-looking information contained herein is expressly qualified by this cautionary statement.