TOWER RESOURCES PLC — Interim / Quarterly Report 2014

May 21, 2014

WENTWORTH RESOURCES LIMITED INTERIM FINANCIAL REPORT FIRST QUARTER ENDED MARCH 31, 2014

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

Q1 2014 Highlights

• Completed the acquisition of new high resolution 2D seismic data over the two discovered gas fields within the Mnazi Bay Concession, Tanzania.
• Continued with pre-drilling activities in advance of a June spud date for the Tembo prospect within the Rovuma Onshore Concession, Mozambique.
• Continued consultations with the Government of Tanzania to conclude a Gas Sales Agreement ("GSA") to supply Mnazi Bay Concession natural gas to the Mtwara to Dar es Salaam pipeline that is under construction and expected to be completed and commissioned during Q1 2015. No significant issues remain unresolved and the Company expects GSA to be signed in Q2 2014.
• First quarter exploration capital expenditures of \$4.8 million compared to \$2.6 million during the same period in 2013.
• Revenues for the quarter of \$0.2 million which is consistent with Q1 2013.
• Loss from operating activities for the quarter of \$2.2 million compared to a similar loss during Q1 2013.
• Cash and cash equivalents and short-term investments totalled \$30.5 million at March 31, 2014 compared to \$37.7 million on hand at December 31, 2013.
• Working capital at March 31, 2014 was \$31.2 million compared to \$38.4 million at December 31, 2013.

	Three months ended
Financial (Figures \$000's, except per share data)	March	March	%
	2014	2013	Change
Gas revenue	236	216	9
Loss from operating activities	(2,211)	(2,167)	2
Net loss	(845)	(1,147)	(26)
Basic and diluted net loss per share (\$ per share)	(0.01)	(0.01)	-
Net cash used in operating activities	1,963	3,253	(40)
Capital expenditures	5,262	2,656	98

Financial and Operating Results

	Three months ended
Operating	March	March	%
	2014	2013	Change
Mnazi Bay Concession gas production (mmcf/day)	1.88	1.71	9
Gas sales (net to Wentworth) (MMBtu)	44,107	40,226	10
Price per MMBtu (US\$)	5.36	5.36	-

Financial and Operating Results (continued)

	As at period ended
Financial (Figures 000's)	March	December	%
	2014	2013	Change
Total assets	\$139,820	\$139,649	-
Cash and cash equivalents	\$17,676	\$14,501	22
Short-term investments – term deposits	\$12,851	\$23,176	(45)
Long-term receivable (including current portion)	\$30,814	\$29,319	5
Long-term loan (principal balance)	\$6,000	\$6,000	-
Outstanding shares, options and warrants
Common shares	153,873	153,873	-
Options	9,850	6,450	53
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 May 20, 2014. This MD&A should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements, and notes thereto, for the first quarter ended March 31, 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

During the first quarter of 2014 acquisition of a combined conventional and high resolution 2D seismic program continued. The high resolution data acquisition, approximately 55km, is focused on the existing discovered Mnazi Bay and Msimbati gas fields within the Mnazi Bay Concession and was completed during Q1 2014. The remaining approximately 275km of conventional 2D seismic is targeted over the southern and western sections of the Mnazi Bay Concession. Acquisition has been temporarily halted and the seismic crew demobilized due to heavy rains experienced in Southern Tanzania. Acquisition is expected to recommence by the end of May and be completed by the end of June 2014.

Results from the interpretation of the new onshore 2D data, combined with results from the ongoing interpretation of the 248km2 of 3D seismic data over the offshore area of the block, and information obtained from 2014 exploration drilling in the Rovuma Onshore Block, Mozambique adjacent to the Mnazi Bay Concession, are expected to support future exploration and development drilling operations. Depending on the results, the Mnazi Bay Concession partners plan to commence an exploration drilling campaign in Q4 2014 or Q1 2015.

First Quarter Ended March 31, 2014 Results

Development

i) Mtwara to Dar es Salaam Gas Pipeline Project

The Government sponsored gas pipeline project being constructed by the China National Petroleum Corporation ("Gas Pipeline Project") continues to be on schedule for Q1 2015 completion and commissioning. The approximately 520km long pipeline connects the Company's two discovered Mnazi Bay gas fields to Dar es Salaam, the commercial capital city of Tanzania. 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 210mmcf/day of gas.

Delivery of first gas from the Mnazi Bay Concession to the pipeline is expected during the first quarter of 2015. Initial gross gas volumes expected to be delivered to the pipeline from the existing Mnazi Bay and Msimbati gas fields are 80mmcf/day, with the potential to increase delivery volumes to 130mmcf/day, subject to the availability of existing contingent gas resources. Deliveries could escalate up to 270mmcf/day within five years from first gas delivery should exploration success occur within the Mnazi Bay Concession. 210mmcf/day is expected to be supplied to the pipeline and 60mmcf/day is anticipated to be supplied to a power plant planned for 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 80mmcf/day of gas, in aggregate.

ii) Gas Sales Agreement

During Q1 2014 the Company and the Mnazi Bay Concession partners have made significant progress with the Tanzanian Government toward resolving specific legal and technical issues associated with the gas sales agreement. The Government is fully engaged in the process. Complex agreements such as the GSA inevitably take longer to execute in developing countries, especially as our GSA is one of the first such agreements of this nature in Tanzania. The negotiations are at an advanced level and the GSA is expected to be signed during Q2 2014. The GSA will include guarantees over the timeliness and security of future gas receivable settlements which is critical for the Company to commit to future exploration and development in Tanzania.

iii) Future Development Capital Expenditures

Upon finalization and execution of the GSA, the Company plans 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.

In addition to the existing four wells within the Mnazi Bay gas fields, the partners may consider drilling a development well during Q4 2014 or Q1 2015 prior to the commencement of gas delivery to the proposed pipeline. The 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.

The Company is in the process of securing a debt financing facility to fund the future development capital expenditures that are expected to be incurred prior to delivery of first gas to the Gas Pipeline Project.

Participation Interest

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

• one well is currently producing approximately 1.9mmcf/day of natural gas which is being delivered to an 18MW gas-fired power plant located in Mtwara,
• one well has been connected to the production facilities to ensure reliability but is not producing,
• two wells were completed and shut-in, and
• one well has been plugged and abandoned.

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

At March 31, 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
Maurel & Prom ("M&P") (operator)	48.06	60.075
Wentworth	31.94	39.925
TPDC	20.00	-

Rovuma Onshore Block, Mozambique

Exploration

During Q1 2014, exploration operations for the Rovuma Onshore Block consisted primarily of ongoing predrilling planning activities including procurement of long lead items, site preparation, well design and cost estimation for two exploration wells. The partners have secured a drill rig for the planned two well program plus an optional third well. The drilling rig has arrived in Mozambique and is in the process of being mobilized and rigged up at the first drilling site.

Drilling of the first well, the Tembo-1 prospect located in the middle of the Rovuma Onshore Block, is expected to commence in the first week of June 2014. The primary targets for the Tembo-1 well are sands in the Mid-Cretaceous with secondary targets in the upper Jurassic. Should hydrocarbons be encountered, the Company's resource engineers, RPS Energy, put the chance of encountering oil bearing sands at between 30% and 40%.

Following completion of drilling of Tembo-1, the drilling rig is planned to immediately mobilize to the Kifaru-1 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.

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, which the partners anticipate entering into. The third phase exploration program has been amended to cover 12 months in duration commencing September 1, 2014, but has not yet been committed to.

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. At March 31, 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")	15.00	-
(carried through exploration operations)

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 18MW gas-fired power plant in Mtwara, Tanzania. Natural gas production is limited by the demand of the power plant which is easily accommodated by a single well. Actual (gross) production of natural gas during the first quarter of 2014 averaged 1.88mmcf/day (Q1 2013 - averaged 1.71mmcf/day) while the gas price remained unchanged at a fixed \$5.36/MMBtu. Higher production volumes during Q1 2014 compared to Q1 2013 parallel to an increase in revenues by 10%, resulted from higher demand as a result of lower downtime experienced at the 18MW gas-fired power plant.

Production and operating expense

The costs to produce natural gas from the Mnazi Bay Concession are the Company's share of field operating costs and costs of the operator's administration 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. A total of \$0.37 million was incurred during Q1 2014 compared to \$0.15 million during Q1 2013 which included credit adjustment by the operator for over accrual of expenses in 2012.

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 2014 in advance of testing and 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.

First Quarter Ended March 31, 2014 Results

General and administrative expense

During the first quarter of March 31, 2014 general and administrative expenses are 8.4% lower compared to same period of 2013 and was due primarily to a withholding tax assessment of \$0.17 million reflected in office and administration during Q1 2013.

	Three months ended March,
(in \$000's)	2014	2013
Employee salaries and benefits	612	599
Contractors and consultants	356	315
Travel and accommodation	210	156
Professional, legal and advisory	178	264
Office and administration	267	474
Corporate and public company costs	186	166
	1,809	1,974

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 we expect 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 business environment.

Share based compensation

During the first quarter of 2014 the Company recognized \$0.15 million (2013 - \$0.12 million) as share based compensation expense. A total of 3,400,000 share options were granted to directors, officers and employees during Q1 2014. A total of 9,850,000 stock options were outstanding at March 31, 2014 with 5,200,000 being exercisable with an average exercise price per share of NOK 4.51 (\$0.75).

Depreciation and depletion

Depreciation and depletion of gas producing assets and office assets of \$0.13 million (2013 - \$0.13 million) was recorded during the first quarter of 2014. At March 31, 2014 the net book value of natural gas property, plant and equipment was \$18.52 million and the net book value of office assets totalled \$0.22 million.

Finance income and costs

The Company recognized finance income of \$1.64 million (2013 - \$1.23 million) during Q1 2014 of which \$1.47 million (2013 - \$1.12 million) is related to the non-cash accretion of the long-term receivable from TPDC.

Cash interest expense on long-term debt was \$0.09 million during Q1 2014 while total interest expense was \$0.20 million during the period. During the same period in 2013, cash and total interest expense on the TIB loan, which was repaid in full during Q3 2013, was \$0.14 million.

Short-term investments

Proceeds received from the private placement and repair offering, which closed during Q4 2013, were placed in several US dollar denominated term deposits 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 \$12.85 million held in term deposits was held in short-term investments at March 31, 2014.

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 March 31, 2014 the Mnazi Bay Concession partners were owed thirteen months of gas sales, with \$1.92 million net owing to Wentworth. Subsequent to Q1 2014, TANESCO settled three months arrears (March-May 2013) 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 including efforts supported by the World Bank , 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. Over time the Company believes TANESCO's balance sheet is expected to strengthen thus allowing the company to return to normal payment terms. 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 March 31, 2014 is \$35.61 million. Due to its long-term nature, the TPDC receivable has been discounted to \$25.50 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 Mtwara to Dar es Salaam gas pipeline in Tanzania 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 \$35.61 million face value of this receivable is expected to be fully recovered within 18 - 24 months from delivery of first gas. At March 31, 2014 the undiscounted face value of the receivable represented approximately 30% 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.

First Quarter Ended March 31, 2014 Results

Long-term receivable - Tanzanian government receivable (Transmission & Distribution)

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 will be made inclusive of the remaining credits associated with the MEP which total \$1.61 million at March 31, 2014. The undiscounted face value of the Tanzanian government receivable (Transmission & Distribution) at March 31, 2014 is \$6.51 million while the discounted value, taking into consideration the anticipated delay in the time of collection, is \$5.31 million.

Capital expenditures

During the first quarter of 2014 capital spending on exploration and development in Tanzania and Mozambique totaled \$5.26 million. High resolution seismic data acquisition onshore Tanzania amounted to \$4.39 million or 83% of Q1 2014 capital activity. Pre-drilling planning activities including well design, contracting and well cost estimation for the two onshore exploration wells, Tembo-1 and Kifaru-1, in Mozambique continued during Q1.

(in \$000's)	Three months ended March, 2014
Exploration and evaluation assets
Tanzania
2D seismic acquisition	4,386
	4,386
Mozambique
Exploration drilling planning – 2 wells	331
Operator and indirect overhead	64
	395
Property, plant and equipment
Tanzania
Development capital	472
Canada
IT and office assets	9
	481
	5,262

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 Q1 2014, the Company paid interest expense of \$0.09 million and accreted loan transaction costs of \$0.11 million for total interest expense of \$0.20 million.

First Quarter Ended March 31, 2014 Results

Shares, share capital, dividends

The Company had 153,872,700 shares issued and outstanding as at March 31, 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 2013, 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 until the end of 2014 and for working capital purposes.

At March 31, 2014 Wentworth had \$30.53 million of cash, cash equivalents and cash invested in short-term investments while current assets exceeded current liabilities by \$31.24 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 Q1 2014 the Company incurred capital expenditures in Tanzania and Mozambique of \$5.26 million (2013 - \$2.66 million). The Company used \$1.96 million (2013 - \$3.25 million) during the first quarter 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 to three exploration wells.

Immediately following the conclusion of a gas sales agreement in Tanzania, additional field infrastructure will be necessary to tie Mnazi Bay production facilities into the Gas Pipeline Project and these activities are expected to take place over a period of 9-12 months. 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 partners are planning to drill one development well prior to first gas delivery to the Gas Pipeline Project. The costs of both the field infrastructure and development well will require additional financing. The Company is in the process of exploration alternatives which may include debt, equity or a combination of debt/equity.

Going Concern

The March 31, 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.

First Quarter Ended March 31, 2014 Results

Outlook

Wentworth is in a strong financial position with a fully funded 2014 high impact exploration drilling program.

In June 2014 the first of two exploration wells in Mozambique is expected to spud. The Tembo-1 well is targeting cretaceous sands which, if successful, opens up a significant play fairway extending to the North and South located in the center of the Rovuma Onshore Block. The Kifaru-1 well is expected to spud immediately following completion of the Tembo-1 well and mobilization of the drilling rig to the well site located in the Northern section of the block. Results of the Kifaru-1 exploration well are expected to provide valuable information and enhance the Company's understanding of geology in northern Mozambique and extending into the Mnazi Bay Concession in Tanzania. The information will indirectly be utilized to support planning of future exploration and development drilling in Tanzania.

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.

The Company believes all significant issues associated with a gas sales agreement have been resolved and agreed. Certain legal, technical and drafting issues are under consideration but the Company anticipates government approval of the GSA in the near future. Management shares and appreciates shareholder anticipation of this agreement and is working diligently to bring this to conclusion.

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 ending December 31, 2012 is ongoing.

Measurement uncertainty and use of estimates and judgements

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 Q1 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.

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.

May 20, 2014

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

First Quarter Ended March 31, 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 March 31, 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.

May 20, 2014

Executive Chairman Deputy Chairman

Cameron Barton Neil B. Kelly

Non-Executive Director Non-Executive Director

Robert P. McBean John W.S. Bentley

Richard Schmitt

Non-Executive Director

First Quarter Ended March 31, 2014 Results

****

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.

****

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.