TOWER RESOURCES PLC — Interim / Quarterly Report 2015

Nov 19, 2015

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

Q3 2015 HIGHLIGHTS

Corporate

• Agreement reached on payment security terms between the gas purchaser in Tanzania, Tanzania Petroleum Development Corporation ("TPDC"), and the Mnazi Bay joint venture partners.
• Commenced gas sales to the new Mtwara to Dar es Salaam gas pipeline in Tanzania.
• On July 1, 2015 successfully completed a private placement (the "Private Placement") and issued 15,412,269 new common shares for cash consideration of \$0.50 (GBP0.315 or NOK3.88) per share for total gross proceeds of \$7.64 million (GBP4.9 million or NOK59.7 million).

Financial

• Commenced gas sales to the new Mtwara to Dar es Salaam gas pipeline in Tanzania generating revenue of \$0.97 million for the quarter, up 260% from Q3 2014.
• Net loss for the third quarter of \$1.25 million, compared to a net loss of \$1.32 million in Q3 2014.
• Utilized the remaining \$5.16 million undrawn balance on a \$26.0 million credit facility to fund Mnazi Bay development expenditures.
• Third quarter exploration capital expenditure of \$0.38 million compared to \$7.98 million in Q3 2014.
• Third quarter development capital expenditure of \$1.16 million, compared to \$0.33 million in Q3 2014.
• Cash and cash equivalents on hand of \$2.28 million at September 30, 2015 compared with \$5.49 million on hand at December 31, 2014.
• Working capital was \$17.72 million compared to \$15.84 million at December 31, 2014.
• Following the commencement of gas sales under the long-term gas sales agreement in Tanzania, the Company expects to generate sufficient cash flow to meet ongoing obligations extending beyond 12 months and therefore the going concern note has been removed from the unaudited condensed consolidated interim financial statements.

Operational

Tanzania

• On August 20, 2015 first gas delivery to the new government owned Mtwara to Dar es Salaam natural gas pipeline commenced. Gas delivered during the third quarter was primarily used by TPDC for commissioning of pipeline infrastructure and to fill and pressurize the 36" pipeline.
• Current production into the new pipeline is approximately 45 MMscf/d with an expected gradual increase up to approximately 80 MMscf/d by the end of 2015 as gas turbines at existing and new power generation facilities are commissioned and become operational.
• During the third quarter development capital activity involved the ongoing construction of field infrastructure connecting the Mnazi Bay gas field infrastructure to the government owned gas pipeline.

Mozambique

• On July 21, 2015, the Company provided formal notification to the Mozambique government of its intention to proceed with an appraisal of the gas discovery in the Tembo-1 well. With the exception of state owned Empresa Nacional de Hidrocarbonetos de Mocambique ("ENH"), all other parties to the Rovuma Onshore Block Concession relinquished their participation interest effective August 31, 2015.
• Discussion ongoing with ENH regarding the assignment of the relinquishing parties' participation interest to the remaining parties in the Concession, selection and appointment of an operator of the Concession, determining the appraisal acreage for Tembo-1 discovery and agreeing to a multi-year appraisal plan.

Third Quarter Ended September 30, 2015 Results

Financial and Operating Results

	Quarter ended Nine months ended
Financial	September September			September	%
(Figures \$000's, except per share data)	2015	2014	% Change	2015	September 2014	Change
Gas revenue	972	270	260	1,536	759	103
EBITDA	(1,259)	(1,971)	(36)	(5,441)	(5,953)	(9)
Loss from operating activities	(1,829)	(2,429)	(25)	(6,697)	(7,124)	(6)
Net loss	(1,249)	(1,318)	(5)	(5,777)	(3,518)	64
Basic and diluted net loss per share (\$ per share)	(0.01)	(0.01)	-	(0.04)	(0.02)	100
Net cash (used in)/generated from operating activities	(3,114)	1,789	(274)	(4,918)	(6,109)	(19)
Capital expenditures	1,540	8,307	(81)	20,442	17,554	16

	Quarter ended		Nine months ended
	September	September	%	September	September	%
Operating (Mnazi Bay Concession)	2015	2014	Change	2015	2014	Change
Sales to Mtwara to Dar es Salaam gas pipeline:
Price per MMbtu (US\$)	3.00	-	N/A	3.00	-	N/A
Gas sales - MMbtu (net to Wentworth)	229,287	-	N/A	229,287	-	N/A
Sales to Mtwara 18MW Power Plant:
Price per MMbtu (US\$)	5.36	5.36	-	5.36	5.36	-
Gas sales - MMbtu (net to Wentworth)	53,188	50,415	6	158,382	141,662	12
Production
Production volumes (MMscf) – net to Wentworth	276.0	49.3	460	378.8	138.4	174
Production and operating cost per Mscf (US\$)	2.72	9.62	(72)	6.98	11.89	(41)
Average daily production – gross MMscf/d	12.6	2.1	500	5.7	2.0	185

	As at period ended
	September	December	%
Balance Sheet (Figures 000's)	2015	2014	Change
Total assets	\$181,586	\$162,317	12
Cash and cash equivalents	\$2,282	\$5,487	(58)
Long-term receivables (including current portion)	\$37,740	\$34,002	11
Credit facilities (principal balance)	\$26,000	\$6,000	333
Outstanding shares, options and warrants
Common shares	169,535	154,123	10
Options	9,950	9,950	-
Warrants	5,000	5,000	-

Third Quarter Ended September 30, 2015 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 November 18, 2015. This MD&A should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements, and notes thereto, for the third quarter and nine months ended September 30, 2015. The unaudited condensed consolidated interim financial statements have been prepared by management, presented in United States (US) dollars, and prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting". In addition, this MD&A should be read in conjunction with the Company's audited annual consolidated financial statements, and notes thereto, of the year ended December 31, 2014.

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

Overview of Operations

Mnazi Bay Concession, Tanzania

Defined Market for Natural Gas

Completion and commissioning the new government owned Mtwara to Dar es Salaam gas pipeline

A significant milestone occurred on August 20, 2015 when the first gas delivery from the Mnazi Bay Concession to the new Mtwara to Dar es Salaam gas pipeline commenced. The Government owned and Chinese constructed pipeline project consists of a 36" gas pipeline extending ~500km from Mtwara in the south of Tanzania to the commercial capital, Dar es Salaam, in the north, two gas processing plants, receiving facilities and all connections to gas supply locations (collectively referred to as the "Pipeline Project"). The pipeline has capacity of ~784 MMscf/d and is owned and operated by state owned Tanzania Petroleum Development Corporation ("TPDC"). The gas pipeline will be utilized to transport gas to number of power generation facilities thereby improving the stability and reliability of energy for the Country's population and for future industrial growth.

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

End users of Mnazi Bay Gas

The government's electric utility company, Tanzania Electricity Supply Company Limited ("TANESCO"), plans to add an additional 1,200 MW of electricity to the national grid over the next three years by constructing four power stations, the first of which, the 150 MW Kinyerezi-1 power plant, is currently being commissioned and brought up to full operating capacity at Kinyerezi power complex on the outskirts of Dar es Salaam. Additional gas fired power plants at Kilwa and Mtwara are expected to be built and owned by non-governmental corporations. The full cost of the gas Pipeline Project has been borne by the Tanzanian Government; therefore, Wentworth finds itself in an advantageous position where the Company can monetize significant quantities of discovered gas with a nominal amount of additional capital infrastructure and cost.

The new gas pipeline is of national and strategic importance to Tanzania. During the past few years, TANESCO has been faced with having to pay for expensive emergency power generation to supply electric power to the national grid and the commercial capital Dar es Salaam. It is estimated that TANESCO's average cost of power generation is \$0.20 per kWh while the current retail tariff is approximately US\$0.16 per kWh. The Government is in the process of implementing its plans to replace its higher cost power generation with existing and new gas-fired power generation utilizing natural gas primarily sourced from the Mnazi Bay Concession. This change is expected to ultimately reduce the blended cost of thermal power generation to under US\$0.10 per kWh. Mnazi Bay natural gas will play a vital role in restoring TANESCO to sustainable and positive cash flows over time.

The majority of gas supplied by the Company to the new gas pipeline will be used for power generation, whilst a minor portion is expected to be consumed by industrial customers. Currently, the Mnazi Bay gas field is supplying approximately 45 MMscf/d to Dar es Salaam for power generation at the Kinyerezi-1, Symbion and Ubungo power generation facilities. Two of the four turbines have been commissioned at Kinyerezi-1 power station. At full operating capacity the Kinyerezi-1 power station, excluding a future planned expansion of the power station, will utilize approximately 30 MMscf/d of natural gas, while idle capacity at the Ubungo plants of Ubungo II and Symbian will consume approximately 50 MMscf/d once they are operating at full capacity.

Future gas demand is expected to come from the planned expansion of the Kinyerezi-I power plant, construction of Kinyerezi –II, -III and -IV, the Kilwa Power station, and growth in industrial demand with total estimated demand for natural gas in Tanzania far exceeding gas supply by the end of 2018.

Gas Sales Agreement

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

The Mnazi Bay Concession joint venture partners are contracted to supply up to a maximum 80 MMscf/d of natural gas during the first eight months after the commercial operations date, with an option to increase over time to a maximum 130 MMscf/d of natural gas during the supply contract period which ends in 2031. The commercial operations date is expected to be reached during Q1 2016. An agreement has been reached on payment security terms between the gas purchaser, TPDC and the Mnazi Bay joint venture partners and the first payment for gas deliveries was received in early November 2015 for gas sales delivered during October 2015.

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

Initial volumes of 640 MMscf and 320 MMscf delivered during August 2015 and September 2015 were purchased and used by TPDC to fill and pack the pipeline to a pressure of 60 Bar, commission the GPF, commission the Kinyerezi receiving station and generate power.

Gas Production Estimates – Mnazi Bay Concession

The Company's existing five development wells within the Mnazi Bay Concession are expected to produce a combined minimum 80 MMscf/d and therefore will be able to meet the initial contracted delivery volumes specified within the GSA. In prior years, workovers were performed on three wells (MS-1X, MB-2 and MB-3) allowing for production from multiple zones within these wells. The MB-4 well, drilled during Q2 2015, was tested and achieved a constrained flow-rate of up to 41 MMscf/d.

MS-1X, MB-2, MB-3 and MB-4 have been tied-in to the connection point of the new pipeline. These wells are currently producing approximately 45 MMscf/d which is limited to the current nomination from TPDC. Gas production is expected to reach 80 MMscf/d by the end of 2015.

The MB-1 well is currently supplying approximately 2 MMscf/d to the local 18 MW Power Plant in Mtwara, located approximately 27 km from the Mnazi Bay gas fields, and which provides the population in the Mtwara and Lindi regions with reliable electric power.

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

Mnazi Bay Development Activities

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

During the third quarter of 2015, the MB-3 and MS1X wells were tied-in to the connection point of the new TPDC pipeline while the surface infrastructure activity comprising the installation of separation facilities, piping, flow lines and civil works was ongoing. Although the Madimba GPF is fully capable of handling wellhead gas, it is necessary to separate liquids and clean gas ahead of delivery into the sub-marine pipeline leading into the Madimba GPF. The gas specifications contained in the GSA, which stipulate the acceptable conditions for properties such as temperature, water content, pressure and sulphur content, are the responsibility of the Mnazi Bay joint venture and thus the need for primary processing of the gas at the Mnazi Bay Gas Processing Facility (GPF). Recently, the MB-2 and MB-4 wells have also been tied-into the new Dar es Salaam pipeline.

Further details of the progress on the construction of surface facilities during the third quarter are as follows:

• Commissioning and completion of the 16" pipeline from Mnazi Bay GPF to MB3 Cluster
• Commissioning and completion of MB3 Cluster and MS-1X Cluster stations
• Commissioning and completion of the By-pass infrastructure and pigging stations at Mnazi Bay GPF
• Commissioning and completion of 16' pipeline between MS-1X and MB3 Cluster stations
• Construction of the HDPE 6" pipeline between MB2 and MB3
• Construction of the HDPE 6" pipeline between MB4 and MB3

Exploration Opportunities

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

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

Participation Interest and Existing Field Infrastructure

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

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

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

The Company has an extensive seismic database including:

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

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

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

General Industry Overview - Tanzania

During Q3 2015, the Tanzanian President assented the Petroleum Act 2015 ("PA 2015") which became effective on September 25, 2015. The PA 2015 replaces the Petroleum Exploration and Production Act of 1980 ("PEPA 1980") and the Petroleum Act of 2008 ("PA 2008") and includes provisions that were previously expected to be included in the proposed Gas Act. The PA 2015 covers upstream, midstream and downstream oil and gas activities. Agreements previously entered into pursuant to provision of the PEPA 1980 and PA 2008 shall be deemed to have been made under PA 2015 and shall remain in force and effect as currently agreed. Some of the key changes introduced by PA 2015 are:

• Creation of an Oil and Gas Bureau in the President's Office that is tasked with advising the Cabinet on strategic matters relating to the Oil and Gas Industry.
• Creation of a Petroleum Upstream Regulatory Authority (PURA) tasked with monitoring and regulating the petroleum upstream sub-sector, advising the Minister responsible for petroleum affairs on licensing and other oil and gas related matters.
• Formal designation of TPDC as the National Oil Company with a mandate to control and manage the Government's interests in oil and gas projects. TPDC shall hold at least 25% of all interests in oil and gas blocks, except where TPDC decides otherwise.
• TPDC or any of its subsidiaries awarded exclusive rights as National gas Aggregator to purchase, collect and sell natural gas from producers. This does not apply for gas earmarked for export as part of LNG projects.
• The Energy and Water Utilities Regulatory Authority (EWURA) has been allocated supervisory authority over midstream and downstream petroleum and natural gas activities. Midstream activities relating to LNG projects will be regulated by PURA
• An increased involvement of the Cabinet in decision making related to oil and gas projects such as issuing of exploration and development licences and extension of development licences.

The Company does not expect operations in Tanzania to be materially impacted by the introduction of the new Petroleum Act of 2015 but continues to engage with industry and government to determine the full extent of the changes on the energy industry in Tanzania.

Rovuma Onshore Block, Mozambique

Exploration

In December 2014, the Tembo-1 natural gas discovery was registered with National Petroleum Institute (INP), the national petroleum regulatory authority. The Tembo-1 exploration well was drilled to a total depth of 4,553 meters (4,401 meters True Vertical Depth Sub Sea) and a gas discovery was made in Cretaceous aged sands. Natural gas and some condensate was recovered by modular formation dynamics testing ("MDT") confirming the petrophysical analysis. On July 21, 2015, the Company provided formal notification to INP of its intention to proceed with an appraisal of the gas discovery in the Tembo-1 well.

All of the work program and commitments of the Rovuma Onshore Block concession agreement have been fulfilled and the third and last exploration phase of the Block expired on August 31, 2015. Anadarko, the current operator, Maurel & Prom ("M&P") and PTT Exploration and Production Public Company Limited (PTTEP"), have all notified INP of the relinquishment of their respective participating interests in the Block effective from August 31, 2015.

During Q4 2015, Wentworth plans to continue to coordinate with the other remaining party to the Rovuma Onshore Block concession, state owned ENH, and work to reach an agreement on assigning the participation interest of the relinquishing parties, appointing an operator of the Block, determining an appropriate appraisal area for the Tembo-1 gas discovery and agreeing an appraisal plan. A definitive plan forward is subject to a resolution of these issues and, more importantly, approval granted by the INP to proceed with an appraisal program.

The appraisal program is expected to include activities which are contingent in nature. During the initial 6-9 months of the appraisal program the work program is expected to be limited to reprocessing of existing seismic data with a specific focus on the sands relating to the discovery. Should results of this reprocessing be encouraging, it is contemplated that the work program could involve acquiring additional 2D seismic data over the appraisal area. Acquisition, processing and interpretation could take up to 18 months depending on the acquisition parameters and the weather conditions. Contingent upon identifying a suitable appraisal target, an appraisal well may be proposed.

Participation Interest

The Rovuma Onshore Block in northern Mozambique is mainly onshore and forms part of the Rovuma Basin. Four wells have been drilled on the Block to date, two of which (Mecupa-1 and Mocimboa-1) encountered hydrocarbons but were considered non-commercial. The third well, Tembo-1, encountered gas in Cretaceous sands and evaluation of this discovery is ongoing. The fourth well, Kifaru-1, failed to find an economic reservoir. At September 30, 2015, effective participation interests in production operations and exploration operations, respectively, and the extent of acreage that will be designated for the appraisal of the Tembo-1 discovery were yet to be agreed.

Prior to the allocation of the 73.41% and 86.36% participation interest in production and exploration operations respectively, relinquished by Anadarko, M&P and PTTEP, Wentworth held a 11.59% and 13.64% participation interest, respectively, and ENH held a 15% and 0% participation interest, respectively.

Third Quarter Ended September 30, 2015 Results

General Industry Overview - Mozambique

Mozambique elected a new President into office during the last quarter of 2014. The new President, Filipe Nyusi, is the leader of the Frelimo Party which has been in power in Mozambique since independence in 1974. Since assuming the role, the President has made some changes to personnel in senior positions within the Government including the Ministry of Energy Mineral resources, the head of the National Oil Company ENH, and the head of the National Regulator for Upstream Oil and Gas activities, INP. Wentworth does not expect these changes to have an impact on the Company's activities in Mozambique.

The Government passed the new petroleum law in 2015 which, among other things, allows the National Oil Company to compete with other private oil companies, and introduces new terms for exploration licenses and new regulations regarding local content. Should the updated provisions of the Petroleum Act be passed into law, Wentworth does not expect the changes to have an impact on the Company's activities in Mozambique.

Financial and Operating Discussion

Revenue

Gas sales to TPDC

First gas delivery to the new government owned Dar es Salaam gas pipeline commenced on August 20, 2015 which resulted in a significant increase of the Company revenue. The Company recorded net sales of 229,287 MMbtu at a price of \$3.00/MMbtu during the third quarter (2014 – Nil) for total revenue of \$0.69 million.

Gas sales to Tanesco

Gas sales to an 18 MW gas-fired power plant in Mtwara, Tanzania during the third quarter and nine months of 2015 were 53,188 MMbtu and 158,382 MMbtu, respectively (2014 – 50,415 MMbtu and 141,662 MMbtu, respectively) while the gas price remained fixed and unchanged at \$5.36/MMbtu. Higher gas sales during 2015 compared to 2014 resulted from higher demand due to new electricity customers and lower downtime experienced at the Mtwara power plant. Tanesco has become more current on settlements for gas sales, paying all outstanding invoices up to July 31, 2015.

Production and operating expense

Natural gas production costs within the Mnazi Bay Concession comprises the Company's share of field operating, operator's administration, and operator's overhead required to manage production operations. Production costs are substantially fixed in nature and on a per Mscf basis is now decreasing after gas deliveries to the new pipeline began in Q3 2015. Gross average daily Mnazi Bay field production increased to 12.6 MMscf/d during the third quarter compared to 2.1 MMscf/d during the third quarter of 2014.

Production and operating expenses during the third quarter totalled \$0.75 million compared to \$0.47 million incurred in the prior year. On a year to date basis, production and operating expenses increased by \$1.0 million from \$1.65 million in 2014 to \$2.65 million in 2015. During 2015, the Company recognized a net expense of \$0.79 million, of which \$0.19 million was recorded in Q3, relating to the estimated cost of settlement of ongoing Tanzania Revenue Authority's tax audits of the historical years of 2008-2012 of gas and discontinued transmission and power operations.

General and administrative expense

General and administrative (G&A) expenses during the third quarter ended September 2015 were \$1.48 million compared to \$1.77 million for the same period in 2014, a 16 percent reduction. Cost saving initiatives undertaken during 2014 and 2015 including downsizing office space, streamlining information technology infrastructure and communications, staff reductions and optimization of the corporate organizational structure have contributed to a reduction in ongoing G&A expenses.

	Quarter ended September 30,		Nine months ended September 30,
(figures in \$000's)	2015	2014	2015	2014
Employee salaries and benefits	722	656	1,851	1,876
Contractors and consultants	181	168	455	744
Travel and accommodation	148	184	402	552
Professional, legal and advisory	104	339	566	620
Office and administration	174	266	554	786
Corporate and public company costs	150	154	504	488
	1,479	1,767	4,332	5,066

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

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

Share based compensation

During the third quarter and nine months of 2015 the Company recognized \$0.14 million and \$0.59 million respectively (2014 - \$0.31 million and \$0.79 million) as share based compensation expense.

No options were granted, exercised and forfeited during the quarter and nine months ended September 30, 2015 (2014 - 3,750,000 options were granted during the nine months, 250,000 options were exercised during the quarter and nine months and no options were forfeited during the nine months).

A total of 9,950,000 stock options were outstanding at September 30, 2015 with 7,249,994 being vested and exercisable with an average exercise price per share of NOK 4.34 (\$0.51).

Depreciation and depletion

Depreciation and depletion of gas producing assets and office assets of \$0.43 million (2014 - \$0.16 million) and \$0.66 million (2014 - \$0.45 million) were recorded during third quarter and nine months of 2015. The commencement of gas sales to the new Mtwara to Dar es Salaam pipeline has increased production quantities resulting in an increase in depletion. At September 30, 2015 the net book value of natural gas property, plant and equipment was \$95.15 million and the net book value of office assets totalled \$0.42 million. Year to date the Company recorded depletion of oil and gas assets of \$0.53 million (2014 - \$0.33 million) or \$1.40/Mscf (2014 - \$2.36/Mscf).

Finance income and costs

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

During the third quarter and nine months of 2015 interest expense on the long-term loans which were executed during Q4 2014, totalled \$0.48 million and \$1.08 million respectively (2014 - \$0.2 million and \$0.6 million respectively).

During the third quarter and nine months ended September 30, 2015 non-cash accretion of the TPDC receivable of \$1.09 million and \$3.44 million respectively (2014 - \$1.29 million and \$4.02 million) was recorded in finance income. As gas deliveries to the new pipeline commenced, the estimates used to determine the recoverability of the TPDC receivable are on track with the expected timing of cash flows.

Non-cash accretion of the Tanzanian government receivable (Umoja/power) of \$0.12 million and \$0.36 million (2014 – \$0.12 million and \$0.37 million) was recorded in finance income during the third quarter and nine months of 2015, respectively. Consistent with estimating the recoverability of the TPDC receivable, the estimates used to determine the recoverability of the Tanzanian government receivable (Umoja/power) are on track with the expected timing of cash flows.

Receivables from gas delivered to TANESCO

The Company's ongoing exposure to receivables from TANESCO is associated with gas sales from the Mnazi Bay Concession to the 18 MW gas-fired power plant located in Mtwara, Tanzania. At September 30, 2015 the Mnazi Bay Concession joint venture partners were owed two months of gas sales, with \$0.36 million outstanding owing to Wentworth.

Receivables from gas delivered to TPDC

The GSA signed in Q3 2014 specified separate payment terms for gas deliveries to the new pipeline for line fill and line pack. A significant majority of the gas purchased by TPDC and delivered to the new pipeline during Q3 was for the purposes of line fill and line pack with payment for the invoiced amount having been agreed over a period of 18 months commencing in Q1 2016. The receivable from TPDC at September 30, 2015 was \$1.40 million inclusive of the Company's share of sales volumes (\$0.69 million) and the Company share of the recovery of TPDC's share of revenue applied to reduce the long-term receivable from TPDC (\$0.71 million).

Long-term receivable - TPDC

The Company has a receivable from TPDC, a 20% participating interest partner in the Mnazi Bay Concession, for TPDC's share of past development and operating costs that were paid by the Company prior to June 30, 2009. In addition, the Company has been paying for its proportionate share of TPDC's share of development and operating costs incurred subsequent to June 30, 2009, the value of which has been added to the TPDC receivable balance. The Company will recover this receivable from an agreed percentage of TPDC's share of current and future production revenue from the Mnazi Bay Concession. The undiscounted face value of the TPDC receivable at September 30, 2015 is \$35.75 million (December 31, 2014 - \$33.52 million). Due to its long-term nature, the TPDC receivable has been discounted to \$32.43 million (December 31, 2014 - \$28.91 million). This reported fair value is discounted to reflect the time expected until the receivable is settled in the future. With the passage of time and the move closer to recovery of the receivable, the carrying amount of the TPDC receivable is accreted up to the face value with a corresponding credit to finance income.

Completion of the Mtwara to Dar es Salaam gas pipeline has a significant positive impact on the ultimate timing of recovery of the TPDC receivable. Internal Company estimates indicate that the \$35.75 million face value of this receivable is expected to be fully recovered within 18 to 24 months from delivery of first gas. The recovery of the TPDC receivable will provide a significant source of cash flow for the Company during the next two years.

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

The Company has an agreement with the Government of Tanzania (TANESCO, TPDC and the MEM) to be reimbursed, at costs, for past project development costs associated with transmission and distribution ("T&D") expenditures. An audit of the Mtwara Energy Project ("MEP") development expenditures was completed in November 2012 and costs approximately \$8.12 million were verified to be reimbursable. Management is working with the Government of Tanzania to agree on a reimbursement method for the T&D costs. The Company is to receive \$6.51 million upon settlement which is the net balance of the verified \$8.12 million, less credits of \$1.61 million associated with MEP. The receivable is considered long-term in nature and has been discounted to reflect the anticipated timing of collection. This receivable is considered a financial instrument and initially recorded at fair value based on discounted cash flows and at each reporting date it is revalued and amortized by accreting the instrument over the expected life of the receivable. The undiscounted face value of the Tanzanian Government receivable (Umoja/power) at September 30, 2015 is \$6.51 million (December 31, 2014 - \$6.51 million) while the discounted value, taking into consideration the anticipated time of collection, is \$5.31 million (December 31, 2014 – \$5.09 million). Timing of reaching an agreement on the reimbursement procedure is indeterminable but the Company has re-engaged with the Government of Tanzania following the finalization and signing of the GSA in September 2014 and management is working with the Government of Tanzania on agreeing a mechanism to settle the outstanding balance.

Capital expenditures

During the third quarter of 2015 capital spending totaled \$1.54 million. The main activities during the quarter included final expenditures on the drilling of the Tembo-1 and Kifaru-1 exploration wells in Mozambique, final drilling cost for the MB-4 development well in Tanzania and tie-in of development wells to the Mtwara to Dar es Salaam government owned pipeline in Tanzania.

(figures in \$000's)	Quarter ended Nine			months ended
	September	September	September	September
	2015	2014	2015	2014
Exploration and evaluation assets Mozambique
Exploration drilling	273	4,746	8,904	8,551
Operator and indirect overhead	107	289	614	483
	380	5,035	9,518	9,034
Tanzania 2D seismic acquisition, processing and
interpretation	2	2,941	154	7,413
	2	2,941	154	7,413
Property, plant and equipment Tanzania
MB-4 development well	147	-	8,055	-
Field infrastructure connection works	935	-	2,331	-
Other field development capital	68	328	345	1,067
	1,150	328	10,731	1,067
Canada
IT and office assets	8	3	39	40
	1,540	8,307	20,442	17,554

Long-term loans

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

At September 30, 2015, the \$26.0 million of credit facilities was fully drawn. Principal repayments will commence in Q2 2016.

Tax assessment – Tanzanian operations

In 2015, the Company recorded a tax expense within production and operating expenses of \$0.79 million (2014 – \$0.28 million) relating to tax audits conducted by the Tanzania Revenue Agency ("TRA") relating to oil and gas operations and discontinued transmission and distribution operations during the calendar years 2008-2012.

i. Gas operations

In 2014, the Company accrued an estimated tax liability for the period 2008-2012 of Tshs 478 million (equivalent to \$0.28 million at the December 31, 2014 exchange rate of 1Tsh=0.00058 US\$). The final tax assessment for this period was received in 2015 and totalled Tshs 282 million (equivalent to \$0.13 million at the September 30, 2015 exchange rate of 1Tsh=0.00047 US\$), which was settled by way of an offset against a deposit on account with the TRA. The net amount was recorded within production and operating expense.

ii. Discontinued transmission and distribution operations

In 2015, the Company received a tax assessment relating to a discontinued, dissolved subsidiary of the Company totalling Tshs 2.57 billion (equivalent to \$1.2 million at the September 30, 2015 exchange rate of 1Tsh=0.00047 US\$) for the period 2009-2012. The Company has accrued an estimated tax liability of Tshs 1.86 billion (\$0.87 million) which has been recorded within production and operating expense.

During Q3 2015, the Company made a cash payment of Tshs 534 million (\$0.25 million) and on October 2, 2015 the TRA approved the Company's request to offset Tshs 1.02 billion (\$0.48 million) against the remaining deposit on account with the TRA, leaving an accrued payable balance at September 30, 2015 of Tshs 306 million (\$0.14 million).

Shares, share capital, dividends

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

Following the private placement offering the Company had 169,534,969 common shares issued and outstanding as at September 30, 2015, all of which are of the same class and with equal voting and dividend rights. The Company's ordinary shares are listed on the Oslo Stock Exchange (ticker: WRL) and denominated in Norwegian Kroner. The Company's shares are also traded on the Alternative Investment Market of the London Stock Exchange (ticker: WRL) and denominated in Pound Sterling.

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

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

Financial Condition and Liquidity

At September 30, 2015 Wentworth had cash on hand of \$2.28 million and receivables, deposits and advances of \$27.24 million, the majority of which, \$24.3 million, is a receivable from TPDC which the Company has started collecting substantial amounts after gas sales to the new gas pipeline commenced. TANESCO settled all outstanding invoices up to July 2015 and \$0.635 million was received in Q4 2015.

Current liabilities of \$11.80 million relate primarily to amounts due to the operators of the Company's assets in Tanzania and Mozambique, principal repayment obligations on external credit facilities during the first nine months of 2016 and anticipated settlement of contingent liabilities. The Company's near term obligations are the joint venture partner approved capital and operational programs in Tanzania and Mozambique which will be funded from the existing cash balances and the expected cash receipts from gas sales.

The first gas delivery to the new Mtwara to Dar es Salaam gas pipeline under a long-term fixed price GSA commenced on August 20, 2015. Initial gas sales are on a deferred payment basis while gas sales commencing in early October 2015 are expected to be paid on a monthly basis. The buyer of the gas, TPDC, made the first payment under the GSA in early November 2015 for gas sales delivered in October 2015. During the quarter gas sales deliveries commenced to the new pipeline and are expected to increase in Q4 2015 to the contracted quantity of 80 MMscf/d on a gross basis. The expected funds from the Company's share of gas deliveries to the new pipeline, combined with funds on hand and the collection of accelerated collection of the long-term receivable from TPDC, are sufficient in managements' estimates to meet the Company's current and ongoing obligations beyond a twelve month period.

Internal cash flow forecasts demonstrate that the Company expects to generate sufficient funds from gas sales activities to meet its anticipated capital, operating and administrative obligations beyond twelve months from the date of this report.

Outlook

Gas sales into the new pipeline are expected to reach 80 MMscf/d by the end of 2015 as the power plants at Kinyerezi and Ubungo reach full operational status. Production volumes are expected to be maintained at 80 MMscf/d for at least 8 months to allow for the gas fields within the Mnazi Bay Concession to be properly evaluated and analyzed from a reservoir management perspective. Subject to the results of this analysis, additional development drilling is being considered for the second half of 2016. The Mnazi Bay Concession partners have engaged a third party engineering firm to prepare an updated Reserves Report for the Mnazi Bay gas fields which will take into consideration new information including the results of drilling the MB-4 development well in 2015. This report is expected to be completed in Q1 2016.

Discussions with the Mozambique government of the appraisal of the Tembo-1 gas discovery is ongoing with agreement on the various issues expected to be reached in the coming months. The Company is also evaluating growth opportunities as they arise including asset acquisitions, farm-ins and corporate transactions and will act on this growth strategy should the right opportunity arise.

Risk factors

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

Market risk

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

Credit risk

Wentworth's maximum credit exposure risk is equal to the carrying value of its cash, short term investments, trade, other and long-term receivables. Trade and other receivables are comprised predominantly of amounts due from government departments in Tanzania, tax input credits for Goods and Services Tax (GST) in Canada and Value Added Tax (VAT) in Tanzania and Mozambique. The Company's ongoing exposure to receivables from TANESCO, the state power company, is connected with the gas sales from the Mnazi Bay Concession to the 18MW gas-fired power plant located in Mtwara, Tanzania. At September 30, 2015 the Mnazi Bay Concession joint venture partners were owed two months of gas sales, with \$0.36 million owing to Wentworth.

A long-term undiscounted receivable of \$35.75 million is due from TPDC, which is a partner in the Mnazi Bay Concession. The Company receives a significant portion of TPDC's share of gas production from the Mnazi Bay Concession directly from the operator of the Mnazi Bay Concession before TPDC receives cash from its share of revenue. There is a risk that future production from the Mnazi Bay Concession may not be sufficient to settle the receivable and should such a determination be made, a provision against the receivable will be recorded.

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

Liquidity risk

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

Measurement uncertainty and use of estimates and judgments

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

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

Workplace

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

Exemption

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

Recent Accounting Pronouncements

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

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

The Company intends to adopt these standard and amendment to IFRS in its financial statements for the applicable annual period. The Company has not completed an assessment of the impact of the above standards on the financial statements.

Third Quarter Ended September 30, 2015 Results

Board of Directors and Corporate Governance

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

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

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

Approved by the Board November 18, 2015

Directors

Executive Chairman Deputy Chairman

Cameron Barton Neil B. Kelly

Non-Executive Director Non-Executive Director

Richard Schmitt

Non-Executive Director

Executive Management

Geoffrey Bury

Managing Director

Robert P. McBean John W.S. Bentley

Third Quarter Ended September 30, 2015 Results

Responsibility Statement

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

Approved by the Board November 18, 2015

Directors

Executive Chairman Deputy Chairman

Robert P. McBean John W.S. Bentley

Cameron Barton Neil B. Kelly

Non-Executive Director Non-Executive Director

Richard Schmitt

Non-Executive Director

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

Third Quarter Ended September 30, 2015 Results

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

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