TOWER RESOURCES PLC — Interim / Quarterly Report 2014

Aug 19, 2014

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

Q2 2014 HIGHLIGHTS

• Commenced Tembo-1 exploration drilling operations onshore Mozambique.
• Re-mobilized seismic crew to complete acquisition of conventional 2D seismic over prospective areas of the Mnazi Bay concession in Tanzania expected to be completed by Q3 2014.
• Continued to progress with the Mnazi Bay Concession partners and Attorney General's office of the Tanzanian government to finalize a gas sales agreement ("GSA").
• Construction of the gas pipeline and processing facilities by a third party contractor on behalf of the Tanzanian government remains on schedule for completion and commissioning during Q1 2015.
• Conditionally secured \$26 million in credit facility to fund development operations in Tanzania and to repay the existing loan. Access to funds subject to a customary conditions precedent and the finalisation of the GSA.
• Second quarter and six months capital expenditures of \$4.0 million and \$9.2 million respectively compared to \$1.0 million and \$3.7 million respectively during the same period in 2013.
• Loss from operating activities for the quarter of \$2.5 million compared with a similar loss of \$2.5 during the same period in 2013.
• General and administrative expenses are 24.2% lower compared to same period of 2013 due to implementation of cost-saving measures during 2014.
• Cash and cash equivalents and short-term investments totalled \$20.8 million at June 30, 2014 compared with \$37.7 million on hand at December 31, 2013.
• Working capital at June 30, 2014 was \$29.9 million compared to \$38.4 million at December 31, 2013.

	Quarter ended		Six months ended
Financial	June	June	%	June	June	%
(Figures \$000's, except per share data)	2014	2013	Change	2014	2013	Change
Gas revenue	253	235	8	489	451	8
Loss from operating activities	(2,484)	(2,491)	-	(4,695)	(4,658)	1
Net loss	(1,355)	(799)	70	(2,200)	(1,946)	13
Basic and diluted net loss per share (\$ per share)	(0.01)	(0.01)	-	(0.01)	(0.02)	(50)
Net cash used in operating activities	5,935	2,236	165	7,898	5,489	44
Capital expenditures	3,985	1,020	291	9,247	3,676	152

Financial and Operating Results

	Quarter ended			Six months ended
Operating	June	June	%	June	June	%
	2014	2013	Change	2014	2013	Change
Mnazi Bay Concession gas production (mmcf/day)	1.98	1.85	7	1.93	1.78	8
Gas sales (net to Wentworth) (MMBtu)	47,140	43,967	7	91,247	84,193	8
Price per MMBtu (US\$)	5.36	5.36	-	5.36	5.36	-

Financial and Operating Results (continued)

	As at period ended
Financial (Figures 000's)	June	December	%
	2014	2013	Change
Total assets	\$136,099	\$139,649	(3)
Cash and cash equivalents	\$16,813	\$14,501	16
Short-term investments	\$4,013	\$23,176	(83)
Long-term receivables (including current portion)	\$32,099	\$29,319	9
Long-term loan (principal balance)	\$6,000	\$6,000	-
Outstanding shares, options and warrants
Common shares	154,123	153,873	-
Options	9,950	6,450	54
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 18, 2014. 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, 2014. The condensed consolidated interim financial statements have been prepared by management 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, 2013.

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.

Overview of Operations

Mnazi Bay Concession, Tanzania

Exploration

Acquisition of 315km of conventional 2D seismic recommenced in June after being halted during Q1 2014 due to exceptionally heavy rains experienced in Tanzania rendering certain terrain inaccessible to effectively conduct operations. The conventional seismic is targeting the southern and western areas of the Mnazi Bay Concession where limited seismic data currently exists. Recording activities as of August 14, 2014 are approximately 78% complete with the remaining acquisition and processing all of the new data is expected to be completed in Q3.

Results from the interpretation of the new onshore conventional 2D seismic data, combined with results from the 248km2 of 3D seismic data acquired in 2013 over the offshore area of the block, and information obtained from the drilling of two exploration wells in the Rovuma Onshore Block, Mozambique, which is adjacent to the Mnazi Bay Concession, in 2014 are expected to provide information to support future exploration drilling operations. Following a thorough evaluation of the available information, the Mnazi Bay Concession partners plan to determine an exploration drilling campaign for 2015.

WENTWORTH RESOURCES LIMITED Second Quarter and Six Months Ended June 30, 2014 Results

Development

i) Mtwara to Dar es Salaam Gas Pipeline Project

The Government sponsored gas pipeline project ("Gas Pipeline Project"), being constructed by China National Petroleum Corporation, continues to be on schedule for completion and commissioning during Q1 2015. The approximately 504 km long main pipeline with a capacity of approximately 750 mmcf/day connects the Company's two discovered Mnazi Bay gas fields to Dar es Salaam, the commercial capital city of Tanzania. At July 31, 2014 in excess of 95% of the pipe was on location and welded and approximately 63% of backfilling of the installed pipe and fibre optic cable was complete. A government owned gas processing facility being constructed at Madimba, which is within the Mnazi Bay Concession area near the Company's existing gas facilities, is expected to be capable of processing 210 mmcf/day of gas with construction expected to be completed during Q1 2015. The pipeline installation from Mnazi Bay to Madimba is complete.

Delivery of first gas from the Mnazi Bay Concession to the pipeline is expected during Q1 2015. Initial gross gas volumes of 80 mmcf/day are expected to be delivered to the pipeline from the existing Mnazi Bay and Msimbati gas fields, with the potential to increase delivery volumes to 130 mmcf/day, subject to the availability of existing contingent gas resources. Deliveries could escalate up to 270 mmcf/day within five years from first gas delivery should exploration success occur within the Mnazi Bay Concession. Of the 270 mmcf/day, 210 mmcf/day is expected to be supplied to the pipeline and 60 mmcf/day is anticipated to be supplied directly to a power plant planned for construction in the Mtwara region. The Company expects its existing four wells, three of which are currently shut-in, to be capable of delivering an initial supply of 80 mmcf/day of gas, in aggregate.

ii) Gas Sales Agreement ("GSA")

During Q2 2014 the Mnazi Bay Concession partners made good progress toward agreeing outstanding specific legal and technical aspects of the gas sales agreement, having already agreed the key commercial terms, and initialed a final draft document which is subject to review by the Attorney General's ("AG") office of the Tanzanian Government. Comments from the AG's office were received and the Mnazi Bay Concession partners are working to address the points raised to the satisfaction of the government and in the best interests of the Mnazi Bay Concession partners. Although the Mnazi Bay Concession partners have made significant progress towards finalizing the GSA, the process has taken much longer than any party had envisioned, and specific timing for signing the agreement cannot be determined at this time.

iii) Future Development Capital Expenditures

Upon finalization and execution of the GSA, the Company plans to complete the construction and installation of the additional field infrastructure in the Mnazi Bay Concession required to supply gas to the Gas Pipeline Project. The extent of additional development capital and related cost estimates are expected to be defined in conjunction with concluding the GSA. It is currently estimated that the additional field infrastructure will include the tie-in of existing wells, two dehydration vessels, pipelines, flow lines and related equipment.

During Q1 2014, acquisition of 58km of high resolution 2D seismic was completed over the existing discovered Mnazi Bay and Msimbati gas fields within the Mnazi Bay Concession and will be used to high grade future development wells. Processing and interpretation of the new data is ongoing.

In addition to the existing four wells within the Mnazi Bay gas fields, the Mnazi Bay Concession partners plan to drill a development well in advance of commencement of gas delivery to the new pipeline in Q1 2015. Initial well planning activities commenced during Q2 with drilling operations expected to take place during Q1 2015. This additional well is expected to provide certainty of the delivery of the minimum contracted volumes during the initial six to twelve months of full operations while production testing and reservoir performance is analyzed and evaluated.

Second Quarter and Six Months Ended June 30, 2014 Results

Participation Interest and existing field infrastructure

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

• four wells are capable of producing natural gas from two discovered gas fields:
• o one well is currently producing approximately 1.9 mmcf/day of natural gas which is being delivered to an 18 MW gas-fired power plant located in Mtwara;
  • o one well is connected to the production facilities but is not producing;
• o two wells are completed and shut-in; and
• one well has been plugged and abandoned.

Natural gas production is currently limited to the gas demand from the 18 MW gas-fired power plant. Field operations also encompass natural gas field infrastructure including two gas processing plants and a 27 kilometer pipeline.

At June 30, 2014 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
Tanzania Petroleum Development Corporation (TPDC)	20.00	-

Rovuma Onshore Block, Mozambique

Exploration

On June 19, 2014 drilling operations commenced on the Tembo-1 exploration well in the Rovuma Onshore Concession in northern Mozambique. The Tembo-1 well is targeting Cretaceous and Jurassic sands which, if successful, could open up a significant play fairway in the Rovuma Onshore Block. Tembo-1 has a planned total depth of 4,250 meters True Vertical Depth Sub Sea.

Following completion of drilling of Tembo-1, the drilling rig is planned to immediately mobilize to the Kifaru prospect located in the northeastern section of the block in an area immediately adjacent to the Company's Mnazi Bay Concession in Tanzania. The primary targets of the Kifaru-1 well are Mid-Miocene and Eocene sands. Secondary targets are the upper Miocene and Paleocene sands. The Kifaru-1 well location is approximately 12 miles south of the discovered gas fields in the Mnazi Bay Concession in Tanzania.

Drilling of the Tembo-1 exploration well will meet the minimum work obligations of the second phase exploration program, which is due to expire on August 31, 2014. The drilling of the Kifaru-1 well will meet work program commitments of the third phase exploration program. The third phase exploration program has been amended to cover 12 months in duration commencing September 1, 2014.

Participation Interest

The Rovuma Onshore Block in northern Mozambique covers approximately 13,500km2, the majority of which is onshore and forms part of the Rovuma Basin. Two wells have been drilled on the block to date, both of which encountered hydrocarbons but were considered non-commercial and drilling of a third well, Tembo-1, is currently underway. At June 30, 2014 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") (carried through exploration operations)	15.00	-

Financial and Operating Discussion

Revenue

Revenues represent Wentworth's share of natural gas production generated from the Mnazi Bay Concession in Tanzania. The current market for Mnazi Bay gas is limited to sales to an 18 MW gas-fired power plant in Mtwara, Tanzania. Natural gas is currently produced from a single well and is limited by the demand of the power plant. Actual (gross) production of natural gas during Q2 and the first six months of 2014 averaged 1.98 mmcf/day and 1.93 mmcf/day respectively (2013 - averaged 1.85 mmcf/day and 1.78 mmcf/day respectively) while the gas price remained unchanged at a fixed \$5.36/MMBtu. Higher production volumes during 2014 compared to 2013 resulted from higher demand due to new electricity customers and lower downtime experienced at the 18 MW gas-fired power plant.

Production and operating expense

The cost of production of natural gas from the Mnazi Bay Concession comprise the Company's share of field operating costs and operator's administration costs and overhead required to manage production operations. Production costs are substantially fixed in nature and are generally consistent from year to year given the existing restricted field production levels. During the quarter and six months ended June 30, 2014 a total of \$0.80 million and \$1.17 million respectively were incurred compared to \$0.60 million and \$0.75 million respectively for the same period in 2013. The production and operating expense for year 2014 are higher than 2013 due to a credit adjustment received from the operator for over accrual of expenses in 2012 offset by an employee benefit tax assessment received and recorded in Q2 2014 related to 2008-2010 tax assessment on operating expenses totalling \$0.22.

In preparation for delivery of Mnazi Bay gas to the Gas Pipeline Project in Q1 2015, it is anticipated that operating costs will increase throughout the second half of 2014 in advance of producing the existing wells at projected flow rates into the pipeline. Variable operating costs include such items as maintenance, repairs, equipment testing and allocation of operator overhead.

Second Quarter and Six Months Ended June 30, 2014 Results

General and administrative expense

During the second quarter ended June 30, 2014 general and administrative expenses are 24.2% lower compared to same period of 2013 due to implementation of cost-saving measures during 2014.

	Quarter ended June,		Six months ended June,
(in \$000's)	2014	2013	2014	2013
Employee salaries and benefits	608	734	1,220	1,333
Contractors and consultants	220	223	576	538
Travel and accommodation	158	236	368	392
Professional, legal and advisory	103	273	281	537
Office and administration	253	284	520	758
Corporate and public company costs	148	215	334	381
	1,490	1,965	3,299	3,939

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 engineer, and Nomad for our AIM listing).

The Company also considers it essential to maintain a strong presence in Tanzania where the Company has its largest of the two oil and gas assets and where the Company expects to generate significant cash flow commencing in 2015. A local presence supports the advancement of key initiatives with our partners and the Tanzanian government, such as negotiations of the GSA, and allows Wentworth to maneuver effectively and efficiently through a challenging and evolving environment.

Share based compensation

During the second quarter and six months of 2014 the Company recognized \$0.32 million and \$0.48 million respectively (2013 - \$0.03 million and \$0.15 million) as share based compensation expense. The higher expense experienced during 2014 compared to 2013 is due to options granted during 2014 which vest over a three year period and the requirement under IFRS accounting standards to record a disproportionally higher expense in the year of a grant.

A total of 350,000 and 3,750,000 share options respectively were granted to directors, officers and employees during the second quarter and six months (2013 – 350,000 and 600,000 share options), 250,000 options were exercised in the second quarter of 2014 (second quarter 2013 - 85,000 options were exercised), and no options were forfeited in 2014 (second quarter 2013 – 331,667 options were forfeited).

A total of 9,950,000 stock options were outstanding at June 30, 2014 with 5,600,001 being exercisable with an average exercise price per share of NOK 4.18 (\$0.68).

Depreciation and depletion

Depreciation and depletion of gas producing assets and office assets of \$0.16 million (2013 - \$0.13 million) and \$0.29 million (2013 - \$0.26 million) was recorded during the second quarter and six months of 2014. At June 30, 2014 the net book value of natural gas property, plant and equipment was \$18.78 million and the net book value of office assets totalled \$0.20 million.

Finance income and costs

The Company recognized finance income of \$1.41 million (2013 - \$1.55 million) and \$3.05 million (2013 - \$2.76 million) during the second quarter and six months of 2014. Included in finance income \$1.25 million (2013 - \$1.50 million) and \$2.73 million (2013 – \$2.62 million) is related to the non-cash accretion of the long-term receivables.

Cash interest expense on the Vitol long-term debt was \$0.09 million and \$0.18 during the second quarter and six months of 2014 respectively while total interest expense was \$0.20 million (2013 - \$0.02) and \$0.40 (2013 - \$0.02). During the same period in 2013, cash and total interest expense on the TIB loan, which was repaid in full during Q3 2013, was \$0.13 million and \$0.27 million respectively.

Short-term investments

Proceeds received from the private placement and subsequent offering, which closed during Q4 2013, were placed in several US dollar denominated short-term investments maturing on various dates throughout 2014 coinciding with anticipated timing of requiring the funds for operating and investing activities. The Company has invested these funds with an investment bank in the United Kingdom earning interest income between 0.3% and 1.0% per annum. A total of \$4.01 million held in term deposits was held in short-term investments at June 30, 2014 and have maturity dates extending beyond three months.

Receivables from Tanzania Electricity Supply Company Limited ("TANESCO")

The Company's ongoing exposure to receivables from TANESCO is connected with the gas sales from the Mnazi Bay Concession to the 18 MW power plant located in Mtwara, Tanzania. At June 30, 2014 the Mnazi Bay Concession partners were owed thirteen months of gas sales, with \$1.96 million net owing to Wentworth. Subsequent to June 30, 2014, TANESCO settled four months arrears (June – September 2013) totaling \$0.58 million but did not provide an indication when additional settlements can be expected.

While TANESCO continues to face difficulties in clearing arrears, Wentworth remains committed to the growth and development of the energy industry in Tanzania and to working with TANESCO and the government through the difficult financial times they are facing. The Company has received assurances from the new management of TANESCO and from the Ministry of Energy and Mining ("MEM") that, as TANESCO's financial health is restored and strengthened through various initiatives being pursued, all arrears will be cleared. The Company understands that TANESCO is working with the World Bank in efforts to secure loans to settle past obligations. Following these efforts, construction of the Gas Pipeline Project may provide an opportunity for TANESCO to operate less expensively, 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.

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 paid by the Company prior to June 30, 2009 with respect to expenditures incurred on the Mnazi Bay Concession. In addition, the Company has been paying for a 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, 2014 is \$35.89 million. Due to its long-term nature, the TPDC receivable has been discounted to \$26.66 million (December 31, 2013 - \$24.13 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 an accelerated recovery of the receivable as a result of the anticipated 40-fold increase in gas sales to the Gas Pipeline Project, which is currently under construction, the carrying amount of the TPDC receivable is accreted up to the face value with a corresponding credit to finance income.

Progress on the construction of the Gas Pipeline Project has a significant positive impact on the ultimate recovery of the TPDC receivable as gas sales to the pipeline draws nearer. Internal Company estimates project that the \$35.89 million face value of this receivable is expected to be fully recovered within 18 to 24 months from delivery of first gas. At June 30, 2014 the undiscounted face value of the receivable

WENTWORTH RESOURCES LIMITED Second Quarter and Six Months Ended June 30, 2014 Results

represented approximately 29% of the market value of the Company and when gas deliveries commence recovery of the TPDC receivable will provide a significant source of cash flow for the Company.

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

An agreement has been reached with the Government of Tanzania (TANESCO, TPDC and MEM) to reimburse all of the project development costs associated with transmission and distribution ("T&D") expenditures at cost. An audit of the Mtwara Energy Project ("MEP") development expenditures incurred by the Company was completed in November 2012 and costs of approximately \$8.12 million were verified. Management is working with the Government of Tanzania to agree on a reimbursement method for the T&D costs and anticipates progress on this issue to be made following conclusion of the GSA to supply Mnazi Bay gas to the Gas Pipeline Project. Settlement of the \$8.12 million verified costs is expected to be made inclusive of the remaining credits associated with the MEP which total \$1.61 million at June 30, 2014. The undiscounted face value of the Tanzanian government receivable (Umoja/power) at June 30, 2014 is \$6.51 million while the discounted value, taking into consideration the anticipated time of collection, is \$5.44 million.

Capital expenditures

During the second quarter and six months of 2014 capital spending on exploration and development in Tanzania and Mozambique totaled \$3.96 million and \$9.21 million respectively.

	Quarter ended	Six months ended
(in \$000's)	June, 2014	June, 2014
Exploration and evaluation assets
Tanzania
2D seismic acquisition – conventional and high resolution	86	4,472
	86	4,472
Mozambique
Exploration drilling	3,474	3,805
Operator and indirect overhead	130	194
	3,604	3,999
Property, plant and equipment
Tanzania
Development capital	267	739
Canada
IT and office assets	28	37
	295	776
	3,985	9,247

Long-term loan

The Company has a long-term loan of \$6.0 million that matures on December 31, 2017, bears interest of 6 percent per annum and requires interest only payments prior to maturity. Costs of issuing the loan included the fair value of share purchase warrants and legal costs, the combination of which were capitalized as transaction costs and netted against the loan balance. During the quarter and six months ended June 30, 2014, the Company paid interest expense of \$0.09 million and \$0.18 million respectively, accreted loan transaction costs of \$0.11 million and \$0.22 million respectively, total interest expense of \$0.20 million and \$0.40 million respectively.

WENTWORTH RESOURCES LIMITED

Second Quarter and Six Months Ended June 30, 2014 Results

Prior year tax assessment – Tanzanian operations

On July 4, 2014 the Tanzanian Revenue Agency (TRA) issued tax assessment certificates totaling \$2.14 million plus late penalty interest totaling \$2.11 million in respect of alleged unpaid payroll taxes and withholding taxes on imported services and certain accounting transactions for the prior 2008-2012. The Company has recorded a liability totaling \$0.12 million plus interest of \$0.10 million the total of which has been included the Q2 2014 accounting records in production and operating expense where the source of the tax basis was initially recorded. The Company has filed notices of intention to appeal covering the remaining values of the tax assessments being \$2.02 million plus late penalty interest of \$2.01 million and will take all available legal actions available to contend the charges.

Shares, share capital, dividends

The Company had 154,122,700 shares issued and outstanding as at June 30, 2014, 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.

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 2014, the Board of Directors did not propose dividends to be paid for the year ended December 31, 2013. 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 significantly improved its financial position with the issuance of new shares in a Private Placement and Subsequent Offering in Q4 2013 generating gross proceeds of \$45.80 million. The net proceeds will be used to provide the Company with sufficient capital to carry out certain planned exploration and operational activities in Tanzania and Mozambique during 2014 and for working capital purposes.

At June 30, 2014 Wentworth had \$20.83 million of cash, cash equivalents and cash invested in short-term investments while current assets exceeded current liabilities by \$29.88 million. The Company's long-term loan facility of \$6.0 million requires only interest payment to be made prior to the loan maturing on December 31, 2017.

During the quarter and six months ended June 30, 2014 the Company incurred capital expenditures in Tanzania and Mozambique of \$3.96 million and \$9.21 million respectively (2013 - \$1.02 million and \$3.68 million). The Company used \$5.94 million and \$7.90 million respectively (2013 - \$2.24 million and \$5.49 million) during the second quarter and six months to fund operating activities including working capital requirements.

Near term capital commitments include funding the Company's share of operations in both Tanzania and Mozambique which are expected to include seismic acquisition, processing and interpretation, operator overhead and the drilling of two firm exploration wells.

Additional field infrastructure, including the installation of two separators and the tie-in of the existing wells, is necessary to connect Mnazi Bay production facilities to the Gas Pipeline Project and these activities are expected to take place prior to delivering first gas. The current estimated cost of these capital additions is \$21.0 million of which Wentworth's share is \$6.7 million. In addition, the Mnazi Bay Concession partners are planning to drill one development well prior to first gas delivery to the Gas Pipeline Project.

The Company has conditionally secured \$26 million from a Tanzania based bank through two separate credit facilities. A \$20 million facility will be used to fund both the Company's share of the field infrastructure and drilling of one development well and a \$6 million facility will be used to repay the existing Vitol loan. The credit facilities have similar key terms being a duration of 4 years from the date of the first draw down, principal repayments commencing 18 months after first drawdown, an interest rate of 6 month libor rate plus 750 basis points with a minimum 8 percent and maximum 9.5 percent rate, and no restrictive covenants. Access to the funds is subject to a number of conditions precedent, the most significant of which is the finalization of a GSA with TPDC and the execution of security documentation to the bank's satisfaction. Legal documentation is currently being drafted.

Going Concern

The June 30, 2014 financial statements have been prepared on a going concern basis which is considered appropriate by the Board. Notwithstanding the above, the ability of the Company to continue as a going concern is dependent on the Company's ability to obtain financing to fund ongoing operations and the exploration and development program. There is no certainty that the Company will be able to obtain the financing required to continue operations and meet its commitments for the exploration and development program.

Outlook

Wentworth is fully funded for the 2014 high impact exploration drilling program in Mozambique, completion of 2D seismic acquisition in Tanzania and administrative activities.

On June 19, 2014 drilling operations commenced on the Tembo-1 exploration well in the Rovuma Onshore Concession in northern Mozambique. The Tembo-1 well is targeting Cretaceous and Jurassic sands which, if successful, could open up a significant play fairway in the Rovuma Onshore Block. Drilling operations have encountered start-up and equipment challenges resulting in a delay of approximately 45 days in drilling the Tembo-1 well. The Company plans to update shareholders on the drilling results once drilling operations are complete.

In Tanzania, construction of the Mtwara to Dar es Salaam pipeline is progressing well and the Company continues to expect delivery of first gas from the Mnazi Bay Concession into this pipeline in Q1 2015. This will help transform Wentworth from a predominantly exploration focused company to one with substantial production and cash flow that will enable the Company to continue to explore and develop its existing assets and look for opportunities to become a major player in the region.

Discussion and negotiations of an agreement covering the supply of Mnazi Bay Concession natural gas to the new pipeline commenced in March of 2013. A draft final form of the agreement was agreed and initialed in May 2014. Final reviews by the Attorney General's office and Ministry of Energy and Mines of the Tanzanian Government are ongoing and the Mnazi Bay Concession partners are working to address all comments raised. The process has taken significantly longer than all parties involved had anticipated but all parties continue to be fully engaged, are dealing in good faith and remain committed to reaching a mutually acceptable agreement.

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. We recognize these risks and manage our operations to minimize our 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.

Cost recovery audits

Under the terms of the production sharing agreement in Tanzania and the exploration and production concession contract in Mozambique, costs incurred in respect of exploration, development and operating activities are subject to government audit. The results of these audits may impact the accumulated cost pools eligible for recovery from future revenues.

An audit of the Tanzanian cost pools for the period from inception of the production sharing agreement in 2004 to the end of 2012 was substantially complete during Q2 2014. The Mnazi Bay partners successfully defended \$220 million (90%) of the total accumulated cost pool up to December 31, 2012 of \$244 million. An audit of the 2013 cost pool additions of \$22.9 million is ongoing.

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 Q2 2014 interim financial statements are consistent with those that are set out in the 2013 consolidated financial statements.

Accounting policies

On January 1, 2014 the Company adopted new standards with respect to Offsetting Financial Assets and Financial Liabilities (Amendments to IAS 32), and liability for levies (IFRIC 21). The adoption of these amendments and standards had no impact on the amounts recorded in the consolidated financial statements as at January 1, 2014 or on the comparative periods.

WENTWORTH RESOURCES LIMITED

Second Quarter and Six Months Ended June 30, 2014 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. We also implement corporate governance guidelines beneficial to our 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 our 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. We encourage use of the hotline by anyone who has concerns relating to compliance with laws and regulations, breaches of our code of conduct, fair treatment, or any other matter. Concerns can also be raised directly with the corporate secretary or any Board member.

August 18, 2014

Executive Chairman Deputy Chairman

Cameron Barton Neil B. Kelly

Non-Executive Director Non-Executive Director

Richard Schmitt

Non-Executive Director

Robert P. McBean John W.S. Bentley

Second Quarter and Six Months Ended June 30, 2014 Results

Responsibility Statement

We confirm that, to the best of our knowledge, the condensed consolidate interim financial statements for the quarter and twelve months ended June 30, 2014, which were prepared in accordance with IAS 34, "Interim Financial Reporting" 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 information under Norwegian Securities Trading Act sections 5-6 fourth paragraph.

August 18, 2014

Executive Chairman Deputy Chairman

Cameron Barton Neil B. Kelly

Robert P. McBean John W.S. Bentley

Non-Executive Director Non-Executive Director

Richard Schmitt

Non-Executive 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 fluctuation, 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.

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.