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TOWER RESOURCES PLC Interim / Quarterly Report 2013

Feb 27, 2014

7980_rns_2014-02-27_4b5a44b5-619a-4bb1-801e-576e7deee1b3.pdf

Interim / Quarterly Report

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WENTWORTH RESOURCES LIMITED INTERIM FINANCIAL REPORT FOURTH QUARTER AND TWELVE MONTHS ENDED DECEMBER 31, 2013

All financial figures are unaudited and stated in US dollars unless otherwise stated

Q4 2013 HIGHLIGHTS

  • Successfully completed a Private Placement and significantly oversubscribed Subsequent Offering, issuing a total of 70,950,427 new common shares for gross proceeds of \$46 million.
  • Repaid \$4.0 million of the long-term loan facility. A principal balance of \$6.0 million remains outstanding with no principal repayments due until the loan matures on December 31, 2017.
  • 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.
  • Fourth quarter exploration capital expenditures of \$2.16 million compared to \$0.97 million during the same period in 2012.
  • Revenues from continuing operations for the quarter of \$0.26 million, up 7% from Q4 2012.
  • Loss from operating activities for the quarter of \$2.52 million compared to a loss of \$2.64 million during the same period in 2012.
  • Cash and cash equivalents on hand and short-term deposits at December 31, 2013 total \$37.68 million compared to \$9.35 million on hand at December 31, 2012.
  • Working capital at December 31, 2013 of \$38.37 million versus \$16.61 million at December 31, 2012.
Quarter ended Twelve months ended
Financial (Figures \$000's, except per December December Change December December Change
share data) 2013 2012 % 2013 2012 %
Gas revenue 264 246 7 955 820 17
Loss from operating activities (2,522) (2,639) 4 (9,445) 20,216 (147)
Net (loss)/income before discontinued
operations
(4,621) (3,606) (28) (9,989) 21,986 (145)
Net income from discontinued
operations
- 123 (100) - 2,957 (100)
Net (loss)/income (4,621) (3,483) (33) (9,989) 24,943 (140)
Basic net (loss)/income per share
(\$ per share)
(0.04) (0.04) - (0.11) 0.30 (137)
Diluted net (loss)/income per share
(\$ per share)
(0.04) (0.04) - (0.11) 0.28 (139)
Net cash used in operating activities 96 5,089 98 7,819 17,244 54
Capital expenditures 2,266 1,454 (56) 7,020 27,301 74

Financial and Operating Results

WENTWORTH RESOURCES LIMITED

Fourth Quarter and Twelve Months Ended December 31, 2013 Results

As at period end
(Figures 000's) December December Change
2013 2012 %
Total assets \$139,649 \$111,713 25
Cash and cash equivalents \$14,501 \$9,352 36
Short-term investments \$23,176 - 100
Long term receivable
(including
\$29,319 \$23,808 23
current portion)
Long-term loan (principal balance) \$6,000 \$6,166 (3)
Outstanding shares, options
and warrants
Common shares 153,873 82,504 87
Options 6,450 6,600 (2)
Warrants 5,000 - 100
Quarter ended Twelve months ended
December December Change December December Change
Operating 2013 2012 % 2013 2012 %
Gas sales (MMBtu) (net to
Wentworth)
49,217 45,895 7 178,242 152,263 17
Price per MMBtu \$5.36 \$5.36 - \$5.36 \$5.36 -

During the fourth quarter of 2013 Wentworth successfully raised \$45.8 million which provided the financing necessary to fulfill planned exploration and operational activities for the remainder of 2013 and 2014 within our East African concessions in Tanzania and Mozambique. Our partners in the onshore Mozambique asset are committed to exploring for oil and gas and the current budget is for the drilling two high impact exploration wells during 2014. In addition, during Q4 2013 a combination conventional and high resolution 330 km 2D onshore seismic program commenced in the Mnazi Bay Concession over our two discovered natural gas fields and over the prospective southern section where limited seismic data exists. Processing and interpretation of this new seismic data during 2014 is expected to support future appraisal/development and exploration drilling which is anticipated to commence in Q4 2014 or Q1 2015.

Recent world class gas discoveries in the Rovuma Basin of southern Tanzania and northern Mozambique, where the Company's assets are situated, has attracted interest from major international oil and gas companies seeking to invest in a basin projected to become one of the world's main natural gas producing regions. In addition to significant exploration potential, Wentworth has discovered natural gas resources in Tanzania capable, with minor additional field development capital, of immediately delivering gas to the 36 inch natural gas pipeline extending from Mtwara to Dar es Salaam ("Gas Pipeline Project"). This pipeline is well under construction by a Chinese contractor on behalf of the Tanzanian government and is scheduled to be completed and commissioned during Q1 2015. Wentworth's assets, supplemented by an experienced board and management with a proven track record of successfully implementing large scale downstream petrochemical projects, clearly gives the Company a competitive advantage in a region growing in stature and awareness. The near-term catalyst of finalizing a gas sales agreement to supply gas to the Gas Pipeline Project and successful exploration drilling operations in 2014 could transform the Company into a significant player in the region.

The Company has the funds available to meet its currently planned capital commitments for the year 2014 including acquiring onshore 2D seismic in Tanzania, pre-drilling planning of one exploration or development well in Tanzania and two firm plus one optional exploration well in the Rovuma Onshore Block in Mozambique. Should exploration and development activity take place in addition to the currently planned programs for 2014, additional funding may be necessary.

WENTWORTH RESOURCES LIMITED Fourth Quarter and Twelve Months Ended December 31, 2013 Results

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 February 25, 2014. This MD&A should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements, and notes thereto, for the fourth quarter and twelve months ended December 31, 2013. These 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, 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 fourth quarter of 2013 acquisition of a combined conventional and high resolution 2D seismic program commenced. The high resolution data acquisition, approximately 55km, is focused on the existing Mnazi Bay and Msimbati gas fields and is expected to be 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. The total current cost estimate of the acquisition and processing is \$18.6 million of which Wentworth's share is \$7.4 million.

Results from the interpretation of the new onshore 2D data, which are anticipated during Q3 2014, combined with results from the ongoing interpretation of the 248km2 of 3D seismic data over the offshore area of the bloc, and are expected to support future exploration and development drilling operations. Depending on the results of the interpretation, the Mnazi Bay Concession partners plan to establish an exploration drilling campaign as early as Q4 2014 or Q1 2015.

Development

i) Mtwara to Dar es Salaam Gas Pipeline Project

During 2012 the Governments of China and Tanzania entered into a construction and financing agreement whereby the China National Petroleum Corporation will build a natural gas transmission line ("Gas Pipeline Project") connecting the Company's two discovered Mnazi Bay gas fields to Dar es Salaam, the commercial capital city of Tanzania. The Gas Pipeline Project is projected to cost an estimated \$1.2 billion and is being financed by China Exim Bank. The Gas Pipeline Project is approximately 500 km long with a 36" main line and one 24" spur line tying the Songo gas fields into the main pipeline. A government owned gas processing facility is being constructed at Madimba within the Mnazi Bay Concession area near the Company's existing gas facilities and is expected to be capable of processing 210mmscf/day of gas. This is a very significant project for the country and, on completion, will allow the Mnazi Bay Concession partners to transport natural gas to existing and future (currently under construction) large-scale electricity producers, other industrial users and major population centers in Tanzania.

The inauguration of the Gas Pipeline Project and the laying of the foundation stone at the Kinyerezi Gas Receiving Station occurred during 2012. Front end engineering and design activities for both the pipeline and the two central processing facilities took place throughout 2013 while activity accelerated during the second quarter of 2013 with surveying and right of way clearances, both of which are approximately 98% complete. Approximately 95% of the pipe is now in Tanzania with greater than 50% or 270km of the pipe strung, welded and tested on location. Completion of the detailed engineering and design of the Madimba

Central Processing Facility ("Madimba CPF") is expected during Q1 2014. Construction of the Madimba CPF commenced during Q4 2013 with site preparation activities including ground leveling, foundation preparation for the Madimba CPF, contractor camp site construction and procurement of project equipment. Initially the Madimba CPF will be designed to process a maximum 210 mmcf/d. The Gas Pipeline Project is well underway, progressing in line with Tanzanian government representations and is scheduled to be completed and commissioned in Q1 2015.

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 80 mmcf/d, with the potential to increase delivery volumes to 130 mmcf/d, subject to available existing contingent gas resources. Deliveries could escalate up to 270 mmcf/d within five years from first gas delivery should exploration success occur within the Mnazi Bay Concession. The Company expects its existing four wells, three of which are currently shut-in, are capable of delivering an initial supply of 80 mmcf/d of gas, in aggregate.

Following completion of the work-over of three existing shut-in wells during Q3 2012, the Company and its partners have placed significant emphasis on communicating and coordinating with the Tanzanian government, in particular Tanzania Petroleum Development Corporation ("TPDC"), and the third party Chinese construction contractor to determine field requirements including infrastructure, compression, metering and gas specifications including temperature and sulphur content. Project interface meetings are held on a regular basis which provided a forum for communication and issue identification and resolution.

ii) Gas Sales Agreement

The Mnazi Bay Concession partners continue to be engaged with the government of Tanzania on concluding a gas sales agreement to deliver gas to the Gas Pipeline Project. Initially, Wentworth will be one of the main suppliers of gas to the pipeline and one of only three suppliers capable of supplying gas currently in Tanzania. 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 agreement of this nature in Tanzania. Wentworth hesitates to provide a definitive time frame for concluding and signing the GSA. The GSA will include guarantees over the timeliness and security of future gas receivable settlements which is critical for the Company's to commit to future exploration and development in Tanzania. Further steps to the finalization of the GSA are in progress including government departmental review. Conclusion and signing of a GSA is anticipated to be the next significant milestone for the Company.

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 plus one future well, two dehydration vessels, pipelines, flow lines and equipment. The total current estimated cost of the additions is \$21.0 million of which Wentworth's share is \$6.7 million.

In addition to the existing four wells within the Mnazi Bay gas fields, the partners may consider drilling a development well during Q4 2104 and 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.

Resource Estimates

During Q3 2013, the Company engaged RPS to re-evaluate the Mnazi Bay Concession prospectivity which resulted in estimated net P50 contingent and prospective (unrisked) recoverable resources of 213 Bscf and 614 Bscf, respectively, from 213 Bscf and 778 Bscf, previously. The reduced estimate of net prospective resources is predominately due to the results of the onshore Ziwani-1 exploration well drilled in Q2 2012 that failed to encounter commercial quantities of hydrocarbons. The Company anticipates that the ongoing acquisition of onshore 2D seismic during 2014 will help to identify new prospects and high grade existing prospects over this under explored area of the Mnazi Bay Concession.

Figures quoted are net to Wentworth P90 P50 Mean P10
GIIP (contingent) 117 Bscf 285 Bscf 355 Bscf 676 Bscf
Contingent Resources (Unrisked)(1)(2) 87 Bscf 213 Bscf 266 Bscf 509 Bscf
GIIP (prospective) 672 Bscf 958 Bscf 993 Bscf 1,357 Bscf
Prospective Resources (Unrisked)(1) 425 Bscf 614 Bscf 637 Bscf 879 Bscf

(1) Stochastic aggregation assuming all prospects are successful. The probability of this occurring is the product of the individual GPoS of all prospects and is extremely small. The individual prospect GPoS estimates are included in the CPR.

(2) Contingent resource estimates are for raw gas.

Participation Interest

The Mnazi Bay Concession covers approximately 756 square kilometers and has five wells that have been drilled to date, all encountering hydrocarbons. One well is currently producing approximately 2.0 mmcf/d 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 27 kilometer pipeline. During Q3 2012 the Company increased its participation interest in development and production operations from 25.4% to 31.94%.

At December 31, 2013 the effective participation interests in production operations and exploration operations in the Mnazi Bay Concession are as follows:

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

Rovuma Onshore Block, Mozambique

Exploration

Acquisition of 1,016 line km of 2D seismic data was completed in February 2013 covering the north central and north-eastern portion of the Rovuma Onshore Block which is adjacent to the Mnazi Bay Concession in Tanzania. Processing was completed in Q1 2013 and interpretation of the data was completed in Q3 2013. After interpretation of the available data, seven prospects and a number of leads have been identified within the Miocene, Oligocene, Eocene, Paleocene and Cretaceous formations.

During the second half of 2013, exploration operations under the Rovuma Onshore Block consisted primarily of pre-drilling planning activities including the procurement of long lead items and well planning. The Company and its partners have agreed to drill two exploration wells in 2014. Drilling of the first well is expected to commence in May 2014, the Tembo prospect located in the middle of the block. Following completion of drilling of Tembo the drilling rig is planned to immediately mobilize to the Kifaru prospect located in the northeastern section of the block. The partners have secured a drill rig for the planned two well program plus an optional third well. The drilling rig is expected to arrive in a Mozambique port in Q2 and be mobilized to the Tembo site during May.

Drilling of the first 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 second 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.

Resource Estimates

During the third quarter of 2013 the Company engaged RPS to re-evaluate the Onshore Rovuma Block prospectivity under two scenarios: (i) the case where all prospects contain gas; and (ii) the case where the Tembo prospect contains oil and all other prospects contain gas.

Under All Prospects as Gas Scenario

• An increase in net P50 prospective (unrisked) gas resources from 154 Bscf to 504 Bscf, an increase of 227%

RPS estimates a 30% to 40% probability that the Tembo prospect may, if successful, be oil bearing as opposed to gas bearing.

Under Tembo Prospect Oil Scenario

  • Tembo prospect identified as potentially oil-bearing and scheduled to be the first prospect to be drilled in Mozambique
  • An increase in net P50 prospective (unrisked) gas resources from 154 Bscf to 359 Bscf plus 22 MMstb oil
Figures quoted are net to Wentworth P90 P50 Mean P10
GAS CASE
GIIP 551 Bscf 831 Bscf 901 Bscf 1,340 Bscf
Prospective Resources (Unrisked)(1) 330 Bscf 504 Bscf 550 Bscf 825 Bscf
OIL CASE
GIIP 425 Bscf 594 Bscf 618 Bscf 834 Bscf
OIP 12 MMstb 88 MMstb 140 MMstb 325 MMstb
Prospective Resources - gas (Unrisked)(1) 254 Bscf 359 Bscf 375 Bscf 513 Bscf
Prospective Resources - oil (Unrisked)(1) 3 MMstb 22 MMstb 32 MMstb 90 MMstb

(1) Stochastic aggregation assuming all prospects are successful. The probability of this occurring is the product of the individual GPoS of all prospects and is extremely small. The individual prospect GPoS estimates are included in the CPR.

Participation Interest

The Rovuma Onshore Block in northern Mozambique covers approximately 13,500 square kilometers, the majority of which is onshore and encompasses the Rovuma Basin. Two wells have been drilled on the block to date, both of which encountered hydrocarbons. At December 31, 2013 effective participation interests in production operations and exploration operations, respectively, in the Rovuma Onshore Block at 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 15.00 -
Mocambique ("ENH") (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 natural gas sales to an 18MW gas-fired power plant in Mtwara, Tanzania. Natural gas is currently produced from a single well and is limited by the demand capacity of the power plant. At full production rates, the four existing wells in the Mnazi Bay Concession are expected to be able to produce a combined total of 80 mmcf/d. Actual production of natural gas during fourth quarter and twelve months of 2013 averaged 2.05 mmcf/d (2012 - averaged 1.88 mmcf/d) and 1.88 mmcf/d (2012 - 1.75 mmcf/d) respectively while the gas price remained unchanged at a fixed \$5.36/MMBtu. Higher production volumes during Q4 2013 compared to Q4 2012 related to the higher demand as a result of lower downtime experienced at the 18MW gas-fired power plant. On a year to date basis, revenues have increased 16% in 2013 compared to the same period in 2012 primarily resulting from the Company increasing its participation interest in the Mnazi Bay Concession to 31.94% from 25.40% effective July 2012.

Production and operating expense

Operating expenses are costs associated with the production of natural gas from the Mnazi Bay Concession and include oversight of field infrastructure and operations as well as the cost of the operator's administration and overhead required to manage ongoing operations in Tanzania. Production costs are substantially fixed in nature and are generally consistent from year to year given the existing restricted field production levels. In preparation for delivery of Mnazi Bay gas to the Gas Pipeline Project in Q1 2015 it is anticipated that operating costs will increase in advance of testing and producing the existing wells at unrestricted flow rates into the pipeline. Variable operating costs include such items as maintenance, repairs, equipment testing and allocations of operator overhead. The Company records its share of operating expenses based on the joint interest billing. A total of \$0.49 million was incurred during the fourth quarter of 2013 compared to \$0.51 million during fourth quarter of 2012. On a year to date basis, operating expenses were \$1.66 million, an 18% increase over the same period in 2012 due primarily to the Company increasing its' participation interest in the Mnazi Bay Concession to 31.94% from 25.40% effective July 2012.

General and administrative expense

On a year-to date basis for 2013, total general and administrative expenses are consistent (1.3% higher) with 2012. During fourth quarter of 2013 Wentworth reported general and administrative expenses operations of \$2.15 million compared to \$2.02 million for the same period in 2012.

Quarter ended Twelve months ended
(in \$000's) December December December December
2013 2012 2013 2012
Employee salaries and benefits 989 814 2,899 2,916
Contractors and consultants 277 320 997 1,197
Travel and accommodation 332 224 922 801
Professional, legal and advisory 107 143 1,060 1,222
Office and administration 286 340 1,341 976
Corporate and public company costs 154 180 712 717
2,145 2,021 7,931 7,829

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, 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 non-operating 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 operating environment.

With the exception of employee compensation and travel, general and administrative expenses are lower in Q4 2013 compared to the same period in 2012. The Company endeavors to be competitive in the market in terms of fixed and discretionary staff compensation. Where practical and possible, third party contractors and consultants are engaged to support Wentworth's activities thereby allowing flexibility in managing the administrative cost structure. Higher than normal travel during Q4 2013 was directly associated with the fundraising efforts during the period.

Office and administration expenses were 16% lower during Q4 2013 compared to the same period in 2012 but on a year-to-date basis were higher during 2013 as withholding tax expense in Tanzania of \$0.17 million while, during 2012, a credit of \$0.62 million was recorded relating to a reduction in the onerous office contract provision due to additional anticipated future sublease revenue making the contract less onerous.

Share based compensation

During the fourth quarter and twelve months of 2013 the Company recognized \$0.10 million (2012 - \$0.15 million) and \$0.36 million (2012 - \$0.68 million) respectively as share based compensation expense. During 2013 600,000 share options were granted, 418,333 were exercised and 331,667 were forfeited. A total of 333,333 options were exercised at price of NOK 3.60 per share, no stock options have been granted or forfeited during Q4 2013. A total of 6,450,000 stock options were outstanding at December 31, 2013 with 4,950,000 being exercisable with an average exercise price per share of NOK 3.99 (\$0.65).

Depreciation and depletion

Depreciation and depletion of \$0.05 million (2012 - \$0.20 million) and \$0.45 million (2012 – \$0.49 million) was recorded during the fourth quarter and twelve months ended December 31, 2013. At December 31, 2013 the net book value of natural gas property, plant and equipment was \$18.25 million and the net book value of office assets totalled \$0.25 million.

Gain on derivative financial liability

In connection with executing a \$10.0 million long-term loan facility with Vitol entered into during Q2 2013, the Company issued 5,000,000 warrants denominated in US dollars and entitling Vitol to receive, on the exercise of each individual warrant, one fully paid common share of the Company at a price of US\$1.24 per warrant. On October 31, 2013 the exercise price of was adjusted to US\$0.648 per warrant which is the equivalent to the price per share of the new common shares issued pursuant to the private placement completed on October 25, 2013.

Initially the warrants were accounted for as a derivative financial liability and recorded at fair value at each reporting date until the warrant exercise price was fixed. The fair value of the financial derivative liability on the grant date of June 19, 2013 was \$2.29 million which was recorded as a financing cost associated with the Vitol long-term loan facility. At the time the warrant exercise price was fixed, the fair value was determined to be \$1.68 million and therefore \$0.61 million was recorded as a gain in the income statement and the \$1.68 million was charged to equity reserve.

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 expenses and realized foreign exchange on current transactions.

During Q4 2013 interest expense on the related to the long-term loan from Vitol and totalled \$0.22 million of which \$0.12 million was the cash expense. During the same period in 2012, interest expense on the TIB loan was \$0.14 million.

During the fourth quarter and twelve months of 2013 non-cash accretion of the TPDC receivable of \$0.99 million (2012 - \$1.71 million) and \$4.89 million (2012 - \$3.58 million) respectively was recorded in finance income. During Q3 2013, the Company revised the accounting estimates used to determine the expected amounts and timing of future revenue streams that will be used to repay the TPDC receivable. This resulted in a \$4.26 million charge to finance costs during 2013 (2012 - \$2.37 million) of which \$1.72 million was recorded during Q4 2013 and \$2.54 million during Q3 2013.

The Company determined that discounting of a Tanzanian government receivable (Umoja/power) was necessary to reflect the anticipated delay in receiving settlement. A charge to the income statement of \$0.62 million (2012 – \$nil) was recorded during Q4 2013.

Short-term investments

Excess cash on hand at December 31, 2013 resulting from the proceeds received from the private placement and repair offering which closed during Q4 2013. The Company has invested these funds with an investment bank in the United Kingdom in various amounts all maturing during 2014 and earning interest between 0.3% and 1.0% per annum. A total of \$23.18 million held in term deposits will mature Q2 to Q4 2014.

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

During Q4 2013, the Company received final payment \$0.18 million owing from TANESCO, a government owned electrical utility company in Tanzania, related to sale of materials inventory outstanding at the date the 18MW gas-fired power plant was sold to TANESCO in Q1 2012. There are no further assets or liability outstanding with respect to the power plant sale transaction of Q1 2012.

The Company's ongoing exposure to receivables from TANESCO is connected with the gas sales from the Mnazi Bay Concession to the power plant located in Mtwara, Tanzania. At December 31, 2013 the Mnazi Bay Concession partners were owed ten months of gas sales, with \$1.50 million net owing to Wentworth.

The Company is 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 will provide an opportunity for TANESCO to operate less expensively and to meet the increasing demand for electrical power. This is anticipated to help strengthen TANESCO's balance sheet allowing them to return to normal payment terms over time. As a result the Company expects to receive full recovery of current and future receivables from TANESCO.

Long-term receivable - TPDC

The Company has a receivable from TPDC 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 its proportionate share of TPDC's share of Mnazi Bay Concession development and operating costs incurred subsequent to June 30, 2009, the value of which have been added to the TPDC receivable balance. The Company will recover this receivable from the retention of 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 December 31, 2013 is \$35.02 million. Due to its long-term nature, the TPDC receivable has been discounted to \$24.13 million (December 2012 - \$23.81 million). The receivable attracts an interest rate of LIBOR plus two percent. The TPDC receivable is initially recorded at fair value. 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 from anticipated sales to the planned Mtwara to Dar es Salaam gas pipeline in Tanzania, the carrying amount of the TPDC receivable is accreted up to the face value.

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 \$35.02 million face value of this receivable is expected to be fully recovered within 18 - 24 months from delivery of first gas. At December 31, 2013 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.

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 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 December 31, 2013. The undiscounted face value of the Tanzanian government receivable (Umoja/power) at December 31, 2013 is \$6.51 million while the discounted value, taking into consideration the anticipated delay in the time of collection, is \$5.19 million.

Advances for a partner's share of exploration operations

Following receipt of approval in September 2013 from the Government of Mozambique assigning a 3.71% participate interest in the Rovuma Onshore Block to M&P with effect from 2009, during Q4, 2014 the partners to the Rovuma Onshore Block approved the assignment and the legal documentation was executed. The accumulated balance of \$1.94 million representing cumulative cash calls paid by the Company on behalf of the 3.71% participation interest was paid in full to the Company by M&P.

Capital expenditures

During the fourth quarter and twelve months of 2013 capital spending totaling \$2.27 million and \$7.02 million respectively was primarily funding the completion of an offshore 3D seismic program and commencement of the acquisition of a new 330km onshore 2D seismic program, both in Tanzania, completion of acquisition, processing and interpretation of 1,016km of onshore 2D seismic in Mozambique and the commencement of pre-drilling planning activities and acquisition of long lead items for a two to three well exploration drilling program in Mozambique planned for 2014.

(in \$000's) Quarter ended
December 2013
Twelve months ended
December 2013
Exploration and evaluation assets
1,268
2,731
65
1,962 4,064
Tanzania
3D Seismic acquisition
2D Seismic acquisition
Seismic processing and interpretation
-
1,942
20

WENTWORTH RESOURCES LIMITED

Fourth Quarter and Twelve Months Ended December 31, 2013 Results

Mozambique
2D Seismic acquisition
Seismic processing and interpretation
Geological and geophysical studies
Operator and indirect overhead
Exploration drilling planning
-
-
-
15
185
1,137
90
184
289
281
200 1,981
Property, plant and equipment
Tanzania
Development capital - 683
Operator and indirect overhead 96 181
IT and office assets
Canada
- 18
IT and office assets 8 93
104 975
2,266 7,020

Long-term loans

Vitol

On June 19, 2013 Vitol extended the Company a long-term loan of facility of \$10.0 million that matures on December 31, 2017. The loan bears interest of 6 percent per annum with interest only payments prior to maturity. The loan is secured with the entire share capital of WGJL. Assets of WGJL include a 25.4 percent participation interest in the Mnazi Bay Concession. In connection with extending the loan facility, the Company issued 5,000,000 share purchase warrants to Vitol with an estimated fair value of \$2.29 million. Transaction costs incurred in relation to completing the loan agreement were \$0.11 million. During the quarter and twelve months ended December 31, 2013 the Company incurred interest expense of \$0.22 million and \$0.44 million respectively of which \$0.12 million and \$0.22 million respectively was settled in cash while \$0.10 million and \$0.22 million respectively is the accretion of financing costs.

The Company initially drew \$4.0 million on the \$10.0 million long-term loan facility during Q2 2013, subsequently in Q3 2013 the Company drew the remaining \$6.0 million of the loan and used \$5.45 million to repay the TIB loan in full.

Provisions of the loan facility with Vitol require a one-time repayment prior to maturity of up to \$4.0 million should the gross proceeds from a private placement and subsequent offering be in excess of \$10.0 million. During Q4 the Company completed a private placement issuance of common share of the Company for gross cash consideration of \$40.0 million, therefore triggering the one-time repayment. The repayment of \$4.0 million was made on November 8, 2013.

TIB

On August 23, 2013 the outstanding principle loan amounting to Tsh 8,757,273,000, equivalent to \$5.45 million was repaid in full and the security was released. During the quarter and twelve months ended December 31, 2013 the Company incurred interest expense of \$nil million (2012 - \$0.15 million) and \$0.34 million (2012 - \$0.64 million) respectively.

Shares, share capital, dividends

The Company had 153,872,700 shares issued and outstanding as at December 31, 2013, 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 assessments of business performance, operating environment, and growth opportunities in determining the appropriate level in any specific year.

On October 25, 2013 the Company closed a private placement issuance of 61,696,024 new common shares, for cash consideration of GBP0.40 (US\$0.648, NOK 3.82) per share for total gross proceeds of GBP24.68 (\$40 million, NOK 235.78 million).

On November 28, 2013 the Company closed a subsequent offering, relating to the private placement describe above, for the issuance of 9,254,403 new common shares, for cash consideration of NOK 3.82 (US\$0.627) per share for total gross proceeds of NOK 35.35 million (\$5.8 million).

Expenses incurred in relation to the private placement and subsequent offering were \$3.88 million.

Financial Condition and Liquidity

At December 31, 2013 Wentworth had \$37.68 million of cash and cash equivalents and short-term investments, an increase of \$28.33 million from December 31, 2012. At December 31, 2013 current assets exceed current liabilities by \$38.37 million.

The Company significantly improved its financial position with the issuance of new shares in a private Placement and subsequent offering raising \$46 million. The net proceeds from the private Placement are expected to 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.

During the quarter and twelve months ended December 31, 2013 the Company incurred capital expenditures in Tanzania and Mozambique of \$2.27 million (2012 - \$1.45 million) and \$7.02 million (2012 - \$27.30 million) respectively relating primarily to completion of seismic acquisition programs in both countries of operation. The Company used \$0.10 million (2012 - \$5.09 million) and \$7.82 million (2012 - \$17.24 million) during the fourth quarter and twelve months respectively 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.

Going Concern

The December 31, 2013 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. During the fourth quarter, the Company completed a private placement and a subsequent offering issuing new share capital of the Company for gross proceeds of \$46 million. The proceeds will be used to fund the currently planned 2013 and 2014 exploration capital programs. Should exploration and development activity take place in addition to the planned programs for 2013 and 2014, additional funding may be necessary and securing debt and equity financing alternatives will be considered.

Outlook

The success of the placement of Company shares in Q4 2013 provided the capital required to fulfill an exciting 2014 work program. Drilling in Mozambique of two exploration wells back-to-back with the possibility of drilling a third well is expected to generate increased interest in our assets and operations during 2014. The first well to be drilled is the Tembo Cretaceous prospect located in the middle of our Rovuma Onshore Block. There is a possibility that, if resources are encountered, oil may be present in this well and the Company is optimistic as to the potential for success and ultimate monetization. The second prospect, Kifaru, is located in the north eastern section of the below adjacent to our Mnazi Bay Concession. Drilling preparations including site preparation and road construction are ongoing with the first well anticipated to spud during May 2014.

The Company, as well as many investors, continue to be patient and wait for the GSA to be signed in Tanzania. The construction of the Mtwara to Dar es Salaam pipeline is progressing well and the Company expects to begin selling gas 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 become a major player in the region.

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 exposures 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 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 Q4 2013 interim financial statements are consistent with those that are set out in the 2013 consolidated financial statements.

Accounting policies

On January 1, 2013 the Company adopted new standards with respect to consolidations (IFRS 10), joint arrangements (IFRS 11), disclosure of interests in other entities (IFRS 12), fair value measurements (IFRS 13) and amendments to financial instrument disclosures (IFRS 7) as well as amendments related to investments in associates and joint ventures (IAS 28). The adoption of these amendments and standards had no impact on the amounts recorded in the consolidated financial statements as at January 1, 2013 or on the comparative periods.

Recent accounting pronouncements

The following standards, amendments and interpretations applicable to the Company are in issue 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
IAS 19 (amendments) Employee Contributions July 1, 2014
IAS 32 (amendments) Offsetting Financial Assets and Liabilities January 1, 2014
IFRIC 21 Liability for Levies January 1, 2014

The Company intends to adopt the interpretation in its financial statements for the annual period beginning on January 1, 2014. The Company does not expect the interpretation to have a material impact on the financial statements.

Notes and glossary

The terms 'Discovered and Undiscovered Oil or Gas Initially-in-Place' are used in accordance with the SPE Petroleum Resources Management System classification of 2007. Previously reported Contingent and Prospective Gas Initially-in-Place numbers are equivalent to the Discovered and Undiscovered GIIP classification.

The Competent Person's Report have been prepared using the Standard of SPE/WPC/AAPG/SPEE Petroleum Resource Management System 2007.

Bscf billion standard cubic feet
Contingent Resources Quantities of petroleum estimated, as at a given
date, to be potentially recoverable from known
accumulations, but the applied project(s) are not
yet considered mature enough for commercial
development due to one or more contingencies
GPoS Geological probability of success
GIIP Gas Initially In Place
MMstb million barrels
OIIP Oil Initially in Place
Prospective Resources Deposits that are estimated, on a given date, to
be potentially recoverable from accumulations yet
to be discovered
PSA Production sharing agreement
P90, P50, Mean and P10 the extent to which an event is likely to occur,
measured by the ratio of the favorable cases to
the whole number of cases possible (probability of
90%,
50%,
arithmetic
average
and
10%,
respectively)

WENTWORTH RESOURCES LIMITED

Fourth Quarter and Twelve Months Ended December 31, 2013 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.

February 25, 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

Responsibility Statement

We confirm that, to the best of our knowledge, the condensed consolidate interim financial statements for the quarter and twelve months ended December 31, 2013, which are 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.

February 25, 2013

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

****

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 analyses 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.

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.

Wentworth Resources Limited Condensed Consolidated Interim Financial Statements

For the fourth quarter and twelve months ended December 31, 2013 Unaudited

WENTWORTH RESOURCES LIMITED

Unaudited Condensed Consolidated Interim Statement of Financial Position

United States dollars \$000s, unless otherwise stated

Note December 31,
2013
December 31,
2012
ASSETS
Current assets
Cash and cash equivalents 14,501 9,352
Short-term investments 23,176 -
Trade and other receivables 1,845 2,376
Prepayments, deposits and advances to partners 1,674 2,028
Current portion of long-term receivables 5 658 657
Other receivables - power 5 - 11,584
41,854 25,997
Non-current assets
Long-term receivables 5 28,661 23,151
Exploration and evaluation assets 6 50,636 44,591
Property, plant and equipment 7 18,498 17,974
97,795 85,716
Total assets 139,649 111,713
LIABILITIES
Current liabilities
Trade and other payables 3,487 3,074
Current portion of long-term loans 8 - 2,498
Other liabilities - power 5 - 3,819
3,487 9,391
Non-current liabilities
Long-term loans 8 3,816 3,668
Other long-term liabilities 2,836 3,470
Decommissioning provision 685 600
7,337 7,738
EQUITY
Share capital 403,998 361,675
Equity reserve 23,903 21,996
Accumulated deficit (299,076) (289,087)
128,825 94,584
Total liabilities and equity 139,649 111,713

Going concern (Note 2) Commitments (Note 14)

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements

Approved on behalf of the Board

(Signed) "Cameron Barton" (Signed) "Neil Kelly" Director Director

WENTWORTH RESOURCES LIMITED

Unaudited Condensed Consolidated Interim Statement of Comprehensive Income / (Loss)

United States dollars \$000s, unless otherwise stated

Quarter ended December 31, Twelve months ended December 31,
Note 2013 2012 2013 2012
Continuing operations
Total revenue
264 246 955 820
Operating expenses
Production and operating
General and administrative
Share based compensation
Depreciation and depletion
Gain from sale of oil and gas assets
(Loss)/income from operating activities
11
7
(493)
(2,145)
(99)
(49)
-
(2,522)
(511)
(2,021)
(150)
(203)
-
(2,639)
(1,656)
(7,931)
(362)
(451)
-
(9,445)
(1,404)
(7,829)
(682)
(488)
29,799
20,216
(Loss)/gain on derivative financial liability
Finance income
Finance costs
9
10
10
(111)
1,050
(3,038)
-
1,785
(2,752)
610
5,266
(6,420)
1,298
3,718
(3,246)
Net (loss)/income before discontinued
operations
(4,621) (3,606) (9,989) 21,986
Discontinued operations
Income from discontinued operations
Net (loss)/income and comprehensive
(loss)/income
-
(4,621)
123
(3,483)
-
(9,989)
2,957
24,943
Net (loss)/income and comprehensive
(loss)/income attributable to:
Equity holders of the parent
Non-controlling interest
(4,621)
-
(4,621)
(3,483)
-
(3,483)
(9,989)
-
(9,989)
24,739
204
24,943
Net (loss)/income per ordinary share –
continuing operations
Basic (US\$/share)
Diluted (US\$/share)
13 (0.04)
(0.04)
(0.04)
(0.04)
(0.11)
(0.11)
0.27
0.25
Net income per ordinary share –
discontinued operations
Basic and diluted (US\$/share)
13 - - - 0.04
Net (loss)/income per ordinary share
Basic diluted (US\$/share)
Diluted (US\$/share)
13 (0.04)
(0.04)
(0.04)
(0.04)
(0.11)
(0.11)
0.31
0.29

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements

WENTWORTH RESOURCES LIMITED Unaudited Condensed Consolidated Interim Statement of Changes in Equity

United States dollars \$000s, unless otherwise stated

Note Number of
shares
Share
capital
\$
Equity
reserve
\$
Accumulated
deficit
\$
Equity
attributable to
shareholders
\$
Non-controlling
interest
\$
Total equity
\$
Balance
at January 1, 2012
80,469,940 360,250 17,057 (313,826) 63,481 5,685 69,166
Net income
and comprehensive income
- - - 24,739 24,739 204 24,943
Share based compensation 11 - - 682 - 682 - 682
Issue of share capital on exercise of share options 34,000 31 (10) - 21 - 21
Issue of share capital 2,000,000 1,394 - - 1,394 - 1,394
Acquisition of non-controlling
interest
- - 4,267 - 4,267 (5,889) (1,622)
Balance
at December 31, 2012
82,503,940 361,675 21,996 (289,087) 94,584 - 94,584
Balance
at January 1, 2013
82,503,940 361,675 21,996 (289,087) 94,584 - 94,584
Net loss
and comprehensive loss
- - - (9,989) (9,989) - (9,989)
Reclassification of warrants 9 - - 1,678 - 1,678 - 1,678
Share based compensation 11 - - 362 - 362 - 362
Issue of share capital
on exercise of share options
11 418,333 400 (133) - 267 - 267
Issue of share capital
on private placement and
subsequent offering
12 70,950,427 45,800 - - 45,800 - 45,800
Share issue costs 12 - (3,877) - - (3,877) - (3,877)
Balance
at December 31, 2013
153,872,700 403,998 23,903 (299,4076) 128,825 - 128,825

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements

WENTWORTH RESOURCES LIMITED

Unaudited Condensed Consolidated Interim Statement of Cash Flows

United States dollars \$000s, unless otherwise stated

Quarter ended
December 31,
Twelve months ended
December 31,
Note 2013 2012 2013 2012
Operating activities
Net (loss)/income for the period
(4,621) (3,483) (9,989) 24,943
Adjustments for:
Share based compensation
Depreciation and depletion
Finance cost/(income)
Loss/(gain) on derivative financial liability
Gain from sale of oil and gas assets
Gain on sale of discontinued operations
Unrealized foreign exchange
Change in non-cash working capital
Cash used in operating activities
11
7
99
49
1,556
111
-
-
18
2,692
(96)
150
203
844
-
-
-
(153)
(2,650)
(5,089)
362
451
679
(610)
-
-
18
1,270
(7,819)
682
622
(580)
(1,298)
(29,799)
(3,041)
(183)
(8,590)
(17,244)
Investing activities
Additions to evaluation and exploration assets
Additions to property, plant and equipment
Proceeds from sale of oil and gas assets
Proceeds from sale of discontinued operations
Increase in short-term investments
Interest income received
Net reduction/(increase) in long-term receivable
Acquisition of non-controlling interest
Change in non-cash working capital
Cash (used in)/provided by investing activities
6
7
(2,162)
(104)
-
-
(23,176)
50
106
-
186
(25,100)
(972)
(110)
-
675
-
39
(225)
-
(563)
(1,156)
(6,045)
(975)
-
-
(23,176)
70
301
-
1,958
(27,867)
(11,252)
(403)
18,860
13,500
-
60
(1,117)
(1,622)
2,175
20,201
Financing activities
Issue of share capital, net of share issue costs
Issue of share capital on exercise of share options
Proceeds from long-term loan, net of costs
Repayment of long-term loans
Interest paid
Repayment of other long-term liabilities
Cash provided by/(used in) financing activities
12
12
8
8
8
41,923
196
-
(4,000)
(116)
(162)
37,841
-
-
-
(275)
(142)
(573)
(990)
41,923
267
9,887
(10,036)
(561)
(645)
40,835
-
21
-
(1,232)
(634)
(833)
(2,678)
Net change in cash and cash equivalents 12,645 (7,235) 5,149 279
Cash and cash equivalents, beginning of the period 1,856 16,587 9,352 9,073
Cash and cash equivalents, end of the period 14,501 9,352 14,501 9,352

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements

1. Nature of business

Wentworth Resources Limited ("Wentworth" or the "Company") is an East Africa-focused oil and natural gas explorer and producer. These unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries (collectively referred to as "Wentworth Group of Companies" or the "Group"). Wentworth is actively involved in exploring for oil and gas and in developing commercial opportunities for identified hydrocarbon resources, including Methanol, Ammonia and Urea. Wentworth is incorporated in Canada and shares of the Company are widely held and listed on the Oslo Stock Exchange (ticker: WRL) and the AIM Market of the London Stock Exchange (ticker: WRL).

The Company has offices located in Calgary, Canada and Dar es Salaam, Tanzania.

2. 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 its future exploration and development program. 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. During the fourth quarter of 2014, the Company completed private placement offerings issuing new share capital of the Company for gross proceeds of \$45.8 million. The proceeds will be used to fund the currently planned 2014 exploration and evaluation capital programs. Should exploration and development activity take place in addition to the planned programs for 2014, additional funding may be necessary.

The 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.

3. Summary of accounting policies

Basis of presentation and statement of compliance

These 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".

The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.

In preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements as at and for the year ended December 31, 2012.

3. Summary of accounting policies (continued)

The condensed consolidated interim financial statements have been prepared following the same accounting policies as the annual audited consolidated financial statements for the year ended December 31, 2013, except as noted below, and should be read in conjunction with the annual audited consolidated financial statements and

On January 1, 2013 the Company adopted new standards with respect to consolidations (IFRS 10), joint arrangements (IFRS 11), disclosure of interests in other entities (IFRS 12), fair value measurements (IFRS 13) and amendments to financial instrument disclosures (IFRS 7) as well as amendments related to investments in associates and joint ventures (IAS 28). The adoption of these amendments and standards had no impact on the amounts recorded in the consolidated financial statements as at January 1, 2013 or on the comparative periods.

The condensed consolidated interim financial statements were approved by the Board of Directors on February 25, 2014. The disclosures provided below are incremental to those included in the annual consolidated financial statements.

Credit risk

the notes thereto.

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.

During 2013 the Company received funds from the Government owned power company in Tanzania, Tanzania Electricity Supply Company Limited ("TANESCO") settling all amounts owed related to the sale of the power plant in 2012 and natural gas sales to TANESCO for the period up to February 28, 2013. At December 31, 2013 the receivable from TANESCO relates to the sale of natural gas from the Mnazi Bay Concession to a power plant owned by TANESCO.

At December 31, 2013 receivables of \$6,511 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 the Wentworth continues to be acknowledged as payable by a department of the Tanzanian government. On February 6, 2012, the Company, TANESCO, TPDC and the Ministry of Energy and Minerals ("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 on 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.

A long-term receivable is due from Tanzania Petroleum Development Company ("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 made once gas deliveries to the pipeline commence and reserves are assigned to the Mnazi Bay gas fields.

WENTWORTH RESOURCES LIMITED Notes to the Unaudited Condensed Consolidated Interim Financial Statements

United States dollars \$000s unless otherwise stated

4. Segment information

and equipment assets

Net loss for the quarter ended December 31, 2013

Tanzania
Operations
Mozambique
Operations
Corporate Consolidated
Natural gas sales 264 - - 264
Production and operating (493) - - (493)
General and administrative (839) (216) (1,090) (2,145)
Depreciation and depletion (10) - (39) (49)
Loss on derivative financial liability - - (111) (111)
Other expense (1,367) (1) (719) (2,087)
Total segment expense (2,709) (217) (1,959) (4,885)
Net loss (2,445) (217) (1,959) (4,621)
Selected Cash Flows for the quarter ended December 31, 2013
Net additions to exploration and
evaluation assets
1,962 200 - 2,162
Net additions to property, plant 96 - 8 104

Net (loss)/income for the quarter ended December 31, 2012

Power
Tanzania Mozambique Operations Corporate Consolidated
Operations Operations (Discontinued)
Natural gas sales 246 - - - 246
Production and operating (511) - - - (511)
General and administrative (912) (537) - (572) (2,021)
Depreciation and depletion (150) - - (53) (203)
Other income/(expense) (1,003) 1 123 (115) (994)
Total segment (expense)/income (2,576) (536) 123 (740) (3,729)
Net (loss)/income (2,330) (536) 123 (740) (3,483)
Selected Cash Flows for the quarter ended December 31, 2012
Net additions to exploration and
evaluation assets
(363) 1,349 - - 986
Net additions to property, plant
and equipment assets
356 - - 112 468

4. Segment information (continued)

Net loss by segment for the twelve months ended December 31, 2013

Tanzania
Operations
Mozambique
Operations
Corporate Consolidated
Natural gas sales 955 - - 955
Production and operating (1,656) - - (1,656)
General and administrative (3,062) (695) (4,174) (7,931)
Depreciation and depletion (312) - (139) (451)
Gain on derivative financial liability - - 610 610
Other expense (316) (10) (1,190) (1,516)
Total segment expense (5,346) (705) (4,893) (10,944)
Net loss (4,391) (705) (4,893) (9,989)

Selected balances at December 31, 2013

Tanzania
Operations
Mozambique
Operations
Corporate Consolidated
Segment current assets 6,218 2,874 32,762 41,854
Long-term receivables 28,661 - - 28,661
Exploration and evaluation assets 39,817 10,819 - 50,636
Property, plant and equipment assets 18,251 - 247 18,498
Segment current liabilities 2,136 332 1,019 3,487
Segment non-current liabilities 3,521 - 3,816 7,337
Selected Cash Flows for the twelve months ended December 31, 2013
Net additions to exploration and 4,064 1,981 - 6,045
evaluation assets
Net additions to property, plant
882 - 93 975
and equipment assets

4. Segment information (continued)

Net (loss)/income by segment for the twelve months ended December 31, 2012

Power
Tanzania Mozambique Operations
Operations Operations (Discontinued) Corporate Consolidated
Natural gas sales 820 - - - 820
Power sales - - 1,705 - 1,705
820 - 1,705 - 2,525
Production and operating (1,404) - (1,622) - (3,026)
General and administrative (3,929) (870) (141) (3,030) (7,970)
Depreciation and depletion (464) - (134) (24) (622)
Gain on disposal of property, plant
and equipment
- - 3,041 - 3,041
Gain on sale of oil and gas assets - 29,799 - - 29,799
Gain on derivative financial liability - - - 1,298 1,298
Other income/(expense) 480 4 108 (694) (102)
Total segment (expense)/income (5,317) 28,933 1,252 (2,450) 22,418
Net (loss)/income (4,497) 28,933 2,957 (2,450) 24,943

Selected balances at December 31, 2013

Segment current assets
4,113
874
11,584
9,426
25,997
Long-term receivable
23,151
-
-
-
23,151
Exploration and evaluation
35,753
8,838
-
-
44,591
assets
Property, plant and equipment
17,682
-
-
292
17,974
assets
Segment current liabilities
4,309
277
3,819
986
9,391
Tanzania
Operations
Mozambique
Operations
Power
Operations
(Discontinued)
Corporate Consolidated
Segment non-current liabilities 4,268 - - 3,470 7,738

Selected Cash Flows for the twelve months ended December 31, 2012

Net additions to exploration and
evaluation assets
23,826 2,714 - - 26,540
Net additions to property, plant
and equipment assets
390 - 27 344 761

4. Segment information (continued)

Reconciliation of reportable segment revenues and (loss)/income

Quarter ended
December 31,
Twelve months ended
December 31,
2013 2012 2013 2012
Revenue
Total revenue for reportable segments 264 246 955 2,525
Elimination of discontinued operations - - - (1,705)
Total revenue 264 246 955 820
Loss
Total (loss)/income from reportable segments (4,621) (3,483) (9,989) 24,943
Elimination of discontinued operations - 123 - 84
Elimination of gain on sale of discontinued operations - - - (3,041)
Net (loss)/income from continuing operations (4,621) (3,606) (9,989) 21,986

5. Long-term receivables

Balance at
December 31, 2013
Balance at
December 31, 2012
TPDC receivable (i) 24,128 23,808
Tanzanian government receivable (Umoja/power) (ii) 5,191 -
Current portion of long-term receivables 29,319 23,808
TPDC receivable (i) 658 657
Long-term portion
TPDC receivable (i) 23,470 23,151
Tanzanian government receivable (Umoja/power) (ii) 5,191 -
28,661 23,151

i) TPDC receivable

As at December 31, 2013 the undiscounted receivable from TPDC is \$35,015 (\$35,028 at December 31, 2012).

23,808
4,885
(4,264)
(794)
493
24,128

5. Long-term receivables (continued)

ii) Tanzanian government receivable (Umoja/power)

During the first quarter of 2012, the Board of Directors approved the proposed sale of the Company's 18MW gasfired power plant and associated assets located in Mtwara, Tanzania held in the Power Operations segment to TANESCO. The transfer of ownership of assets and transition of staff to TANESCO was completed on March 31, 2012.

As at December 31, 2013 the undiscounted Tanzanian government receivable (Umoja/power) is \$6,511.

Balance at
December
31, 2013
Balance at
December
31, 2012
Tanzanian government receivable (Umoja/power) (1) 5,191 -
T&D assets (carrying amount)(1) - 7,417
Materials and supplies inventories(2) - 584
Sale of electrical power(2) - 2,664
VAT receivable for Umoja operations(2) - 919
Current receivables - power - 11,584
Tariff Equalization Fund liability(1) - (1,169)
VAT on Tariff Equalization expenditures(1) - (595)
Purchases of natural gas(2) - (1,297)
Withholding tax payable from power operations(2) - (203)
Withholding tax for Umoja operations(2) - (555)
Current liabilities - power - (3,819)
  • (1) An agreement has been reached with the Government of Tanzania (TANESCO, TPDC and the Ministry of Energy and Minerals ("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 \$8,121 were verified. Management is working with the Government of Tanzania to agree on reimbursement method for the T&D costs. Settlement of the \$8,121 verified costs will be made inclusive of the remaining credits associated with the MEP which total \$1,610 at December 31, 2013. At December 31, 2013, the verified T&D costs inclusive of the credits were reclassified from current to long-term and discounted to reflect the anticipated delay in timing of collections. 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 Company determined the fair value of this receivable to be approximately \$5,191 at December 31, 2013 and as a result, a charge to the income statement of \$616 was made to reflect the discounting of the Tanzanian government receivable (Umoja/power).
  • (2) During the fourth quarter of 2013 and for the year, the Company settled discontinued Power Operations segment related receivables of \$185 (2012 – \$675) and \$4,167 (2012 – \$1,294), and settled discontinued Power Operations segment related payables of \$nil (2012 – \$123) and \$2,055 (2012 – \$1,050).

6. Exploration and evaluation assets ("E&E")

Exploration and
evaluation assets
Cost
Balance at December 31, 2012 108,706
Additions 6,045
Disposal of assets(1) (1,403)
Balance at December 31, 2013 113,348
Accumulated impairment
Balance at December 31, 2012 (64,115)
Disposal of assets(1) 1,403
Balance at December 31, 2013 (62,712)
Carrying amounts
December 31, 2012 44,591
December 31, 2013 50,636

(1) During the third quarter of 2013 the Company disposed of fully impaired assets, which were no longer in use relating to operations in Mozambique and Tanzania for \$nil proceeds.

7. Property, plant and equipment ("PP&E")

Natural gas
properties
Office and other
equipment
Total
Cost
Balance at December 31, 2012 93,812 6,754 100,566
Additions 882 93 975
Disposal of assets(1) (1,438) (5,961) (7,399)
Balance at December 31, 2013 93,256 886 94,142
Accumulated depreciation, depletion
and impairment
Balance at December 31, 2012 (76,131) (6,461) (82,592)
Depreciation and depletion (312) (139) (451)
Disposal of assets(1) 1,438 5,961 7,399
Balance at December 31, 2013 (75,005) (639) (75,644)
Carrying amounts
December 31, 2012 17,681 293 17,974
December 31, 2013 18,251 247 18,498

(1) During the third quarter of 2013 the Company disposed of fully impaired assets, which were no longer in use relating to operations in Mozambique and Tanzania for \$nil proceeds.

8. Long-term loans

i) Loan from Vitol Energy (Bermuda) Limited

On June 19, 2013, Vitol Energy (Bermuda) Limited, a Vitol Group company ("Vitol"), extended Wentworth Gas (Jersey) Limited ("WGJL"), a subsidiary of the Company, a long-term loan facility of \$10,000 that matures on December 31, 2017. The loan bears interest of 6 percent per annum with interest only payments prior to maturity. The loan is secured with the entire share capital of WGJL. Assets of WGJL include a 25.4 percent participation interest in the Mnazi Bay Concession. In connection with executing the loan facility, Vitol was issued 5,000,000 share purchase warrants for the services provided pursuant to the financing arrangement. The fair value of the warrants on the date of the grant was recorded as financing cost.

Principal balance at September 30, 2013 10,000
Repayment during the fourth quarter (4,000)
Principal balance at December 31, 2013 6,000
Financing cost – transaction costs (113)
Financing cost – fair value of warrants (Note 9) (2,288)
Accretion of financing costs during 2013 217
Net financing costs at December 31, 2013 (2,184)
Balance at December 31, 2013 – long-term 3,816

During the quarter and twelve months ended December 31, 2013, the Company incurred interest expense of \$217 and \$436 respectively of which \$116 and \$219 respectively, was settled in cash.

At December 31, 2013, the carrying amount of the Vitol loan approximates its fair value as the loan bears interest which approximates rates that are available to the Company at prevailing market rates for such types of loans.

ii) Loan from Tanzania Investment Bank ("TIB")

On August 23, 2013 the outstanding principle loan amounting to Tsh 8,757,273,000, equivalent to \$5,437, was repaid in full and the security released by TIB.

December 31, 2012
Tsh (000's)
December 31, 2012
\$
Principal balance 9,730,303 6,166
Current portion of the loan (3,946,061) (2,498)
Long-term portion 5,784,242 3,668

During the quarter and twelve months ended December 31, 2013 the Company incurred interest expense of \$nil and \$342 respectively (2012 - \$142 and \$634 respectively).

During the quarter and twelve months ended December 31, 2013 the Company recorded gains of \$nil and \$130 (2012 – gains of \$38 and \$77 respectively) related to foreign exchange revaluation of the Tsh denominated loan converted to US dollars which were included in finance income.

9. Warrants

On June 19, 2013, in relation to the long-term loan from Vitol, the Company issued 5,000,000 warrants denominated in United States Dollars and entitling the holder to receive, on the exercise of each individual warrant, one fully paid common share of the Company at a price of US\$1.24 per warrant. On October 25, 2013, in accordance with the warrant agreement the exercise price of each of the 5,000,000 issued and outstanding warrants has been adjusted to US\$0.648 per warrant which is the equivalent to the price per share of the new common shares issued pursuant to the private placement completed at that time. All other terms of the warrants remain unchanged and the terms of the warrant agreement do not provide for future adjustment of the exercise price.

The warrants were accounted for as a derivative financial liability and recorded at fair value at each reporting date from the grant date until such time the warrant exercise price was fixed on October 25, 2013. The fair value of the warrants on the grant date of June 19, 2013 was \$2,288 and was included as a financing cost of the long-term loan (Note 8). The fair value of the warrants on October 25, 2013 was \$1,678 and was reclassified to equity. The change in fair value from September 30, 2013 to October 25, 2013 of \$111 is included in the income statement.

The following table summarizes fair value of the derivative financial liability:

2013
Fair value at grant date of June 19, 2013 2,288
Change in value recorded in the statement of operations (721)
Fair value at September 30, 2013 1,567
Change in value recorded in the statement of operations 111
Fair value at October 25, 2013 1,678
Charged to equity reserve (1,678)
Balance at December 31, 2013 -

A summary of the warrant balances are as follows:

Number of
Warrants
Exercise price
US\$/warrant
Issued during the year 5,000,000 0.648
Outstanding at December 31, 2013 5,000,000 0.648

The warrants outstanding as at December 31, 2013 expire on December 31, 2015.

The Company used the Black-Scholes option pricing model to determine the fair value of the warrants. The Company estimated the probability that the warrant exercise price will be different than the US\$0.648 and used the following assumptions in determining the value at October 25, 2013:

Exercise price (US\$/warrant) 0.648
Expected interest rate (%) 1.47
Expected volatility (%) 74.1
Expected life (in years) 2.18
Expected dividends (US\$) Nil

10. Finance income and finance costs

Quarter ended
December 31,
Twelve months
ended December 31,
2013 2012 2013 2012
Finance income
Accretion - TPDC receivable 985 1,708 4,885 3,581
Foreign exchange revaluation – TIB long-term loan - 38 130 77
Change in accounting estimate – long-term contingent liability - - 166 -
Interest income 65 39 85 60
Decommissioning obligation – discontinue operations - 123 - 123
1,050 1,908 5,266 3,841
Quarter ended
December 31,
Twelve months
ended December 31,
2013 2012 2013 2012
Finance costs
Change in accounting estimate – TPDC receivable
Discount of Tanzanian government receivable (Umoja/power)
Interest expense on long-term loans
Accretion – long-term contingent liability
Accretion – decommissioning provision
Net foreign exchange (loss)/gain – continuing operations
Net foreign exchange (loss)/gain – discontinued operations
(1,716)
(616)
(217)
(54)
(21)
(414)
-
(2,489)
-
(149)
-
(75)
(39)
-
(4,264)
(616)
(778)
(220)
(85)
(457)
-
(2,370)
-
(641)
-
(78)
(157)
(15)
(3,038) (2,752) (6,420) (3,261)

11. Share based payments

Movement in the number of share options outstanding and their related weighted average exercise prices are summarized as follows:

Number of
options
Weighted average
exercise price (i)
Outstanding at December 31, 2012 6,600,000 0.67
Granted 600,000 0.75
Forfeited (331,667) 0.69
Exercised (418,333) 0.63
Outstanding at December 31, 2013 6,450,000 0.68

11. Share based payments (continued)

Outstanding Exercisable
Exercise Price
(NOK)
Exercise Price
(US\$) (i)
Number of
options
Weighted average
remaining life (years)
Number of
options
3.15 0.51 1,000,000 6.8 1,000,000
3.52 0.57 500,000 8.0 166,666
3.60 0.58 2,650,000 6.8 2,650,000
4.08 0.66 250,000 9.3 -
4.90 0.79 350,000 8.7 66,667
5.18 0.84 100,000 9.5 -
5.75 0.93 1,600,000 7.3 1,066,667
6,450,000 7.2 4,950,000

The following table summarizes share options outstanding and exercisable at December 31, 2013:

(i) The exercise prices and weighted average exercise prices for the share options are denominated in NOK. The US dollar equivalent amounts are converted at the NOK/US dollar exchange rate as at December 31, 2013 of 1 NOK = 0.16209 US Dollar.

Share based payment charge

No share options were granted during the fourth quarter of 2013.

The following table indicates weighted average grant date fair value and the assumptions used in the determination of the fair value of options granted during 2013:

2013
Grant date fair value per option (US\$) 0.53
Expected annual interest rate (%) 0.82
Expected volatility (%) 75.1
Expected life (in years) 6
Expected forfeiture rate (%) 7.86
Expected dividends (US\$) Nil

During the quarter and twelve months ended December 31, 2013 a total of \$99 and \$362 respectively (2012 - \$150 and \$682 respectively) in share based compensation was expensed with an offsetting charge to equity reserve.

In connection with the stock option plan, on May 16, 2013 the Company issued 85,000 common shares of no par value at an exercise price of NOK 4.90 (US\$0.84) per share and on December 2, 2013 the Company issued 333,333 common shares of no par value at an exercise price of NOK 3.60 (US\$0.59) per share.

12. Share capital

On October 25, 2013, the Company closed a private placement issuing 61,696,024 new common shares for cash consideration of GBP 0.40 (US\$0.648, NOK 3.82) per share for gross proceeds of GBP 24.68 million (US\$40 million, NOK 235.78 million).

On November 28, 2013, the Company closed a subsequent offering issuing 9,254,403 new common shares for cash consideration of NOK 3.82 (US\$0.627) per share for gross proceeds of NOK 35.4 million (US\$5.8 million).

Expenses incurred in relation to the private placement and subsequent offering were \$3,877.

13. (Loss)/Income per share

Basic and diluted (loss)/income per share

The calculation of (loss)/income per share for the quarter and twelve months ended December 31, 2013 is based on a loss attributable to shareholders of the Company of \$4,621 and \$9,989 respectively (2012 – loss of \$3,483 and income \$24,739 respectively).

Quarter ended
December 31, 2013
Quarter ended December 31, 2012
Total Continuing
operations
Discontinued
operations
Total
(Loss)/Income for the period (4,621) (3,606) 123 (3,483)
Twelve months ended Twelve months ended December 31, 2012
December 31, 2013
Total Continuing
operations
Discontinued
operations
Total
(Loss)/Income attributable to
shareholders
(19,989) 21,782 2,957 24,739
Non-controlling interest - 204 - 204
(Loss)/Income for the period (9,989) 21,986 2,957 24,943

Share options and other equity instruments such as warrants were antidilutive for the quarter and twelve months ended December 31, 2013. For the quarter ended December 31, 2012 share options and other equity instruments were antidilutive and for the twelve months ended December 31, 2012 share options and other equity instruments were dilutive. The calculation of diluted earnings per share was based on a weighted average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares.

For the quarter ended
December 31,
For the twelve months ended
December 31,
2013
2012
2013
2012
Weighted average number of shares
outstanding
128,932,500 82,503,940 94,238,385 81,352,820
Dilutive weighted average number of
shares outstanding
128,932,500 82,503,940 94,238,385 82,350,220

14. Commitments

i) Lease payments

The Company has office locations in Canada and Tanzania. The future minimum lease payments associated with these office premises as at December 31, 2013 are as follows:

Total future minimum lease payments
2014 853
2015 119
2016 121
2017 40
1,133

ii) Oil and gas concession commitments

The Company holds an 11.59 percent participation interest (13.64 percent paying interest during exploration phases) in the Exploration and Production Concession Contract ("EPCC") for the Rovuma Onshore Block in Mozambique which was signed on April 18, 2007. As at December 31, 2013 operations are in the second exploration phase of the EPCC which expires on August 31, 2014. During this period the work program commitment includes the acquisition of 400 kilometers of 2D seismic and drilling of one exploration well with a combined minimum expenditure of gross \$21,500, a guarantee of which has been provided to the government by the operator of the Rovuma Onshore Block. The 2D seismic acquisition commitment obligation was fulfilled upon completion of a 1,016 kilometer 2D seismic acquisition completed in February 2013. Drilling of the one exploration well is planned to occur before September 1, 2014.