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TOWER RESOURCES PLC Investor Presentation 2015

Oct 26, 2015

7980_iss_2015-10-26_078fac8f-24ca-4fd5-a861-25fff5c91d3f.pdf

Investor Presentation

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Corporate Presentation October 2015

Disclaimer

The information set out in this presentation (the "Presentation") has been produced by Wentworth Resources Limited (the "Company" or "Wentworth") as at 21 October 2015, and is being made available to recipients for information purposes only. It does not constitute, nor is it intended to be an offer to sell, or an invitation to subscribe for, or purchase any securities in the Company. The information set out in this Presentation has not been independently verified and may be subject to updating, completion, revision and amendment. The Presentation does not purport to summarize all the conditions, risks and other attributes of an investment in the Company.

The Presentation and its contents are strictly confidential and may not be reproduced or redistributed, in whole or in part, to any other person. By receiving this Presentation you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Company's business. The distribution of the Presentation may in certain jurisdictions be restricted by law. Persons into whose possession the Presentation may come are required by the Company to inform themselves about, and to comply with all applicable laws and regulations in force in any jurisdiction in or from which they invest or receive or possess the Presentation and must obtain any consent, approval or permission required under the laws and regulations in force in such jurisdiction, and the Company shall not have any responsibility or liability for these obligations. No representation or warranty (express or implied) is made as to, and no reliance should be placed on, any information including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, none of Wentworth or any of its directors, officers or employees accept any responsibility for the information, statements, matters, facts or opinions stated herein, or any liability whatsoever arising directly or indirectly from the use of or any act or omission undertaken in reliance on the Presentation.

Certain of the information contained herein may include forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes", expects", "predicts", "intends", "projects", "plans", "estimates", "aims", "foresees", "anticipates", "targets", "may", "will", "should" and similar expressions. The forward-looking statements contained in the Presentation, including assumptions, opinions and views of the Company or cited from third party sources are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. The forward-looking statements in this Presentation are based on certain assumptions including but not limited to expectations and assumptions concerning prevailing and future commodity prices and exchange rates, applicable royalty and tax rates, future well production rates, the performance of existing and future wells, the sufficiency of budgeted capital expenditures, the availability and cost of labor, services and equipment, adequate weather and environmental conditions and ability to successfully construct or expand facilities. None of the Company or any of its subsidiaries or any directors, officers or employees thereof provide any assurance that the assumptions underlying such forward-looking statements are free from errors, nor do any of them accept any responsibility for the future accuracy of the opinions expressed in the Presentation or the actual occurrence of the forecasted developments. Neither the Company nor its directors or officers assume any obligation to update any forward-looking statements or to conform these forward-looking statements to the Company's actual results.

AN INVESTMENT IN THE COMPANY INVOLVES RISK, AND SEVERAL FACTORS COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS THAT MAY BE EXPRESSED OR IMPLIED BY STATEMENTS AND INFORMATION IN THIS PRESENTATION. SHOULD UNDERLYING ASSUMPTIONS ON WHICH THIS PRESENTATION IS BASED PROVE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED IN THIS PRESENTATION, AND INVESTORS IN THE COMPANY MUST BE PREPARED TO LOSE ALL OR PART OF THEIR INVESTMENTS. THE COMPANY DOES NOT INTEND, AND DOES NOT ASSUME ANY OBLIGATION, TO UPDATE OR CORRECT THE INFORMATION INCLUDED IN THE PRESENTATION.

Certain information on a non-exhaustive list and summary of assumptions and risk factors that could affect the operations or financial results of Wentworth are included in Wentworth's corporate filings which are available on its website at www.wentworthresources.com. This Presentation and the information contained herein are not an offer of securities for sale in the United States and are not for publication or distribution to U.S. Persons (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act")). This document is being distributed to, and is directed only at, persons in member states of the European Economic Area ("EEA") who are "professional investors" within the meaning of Part I and II of Annex II of the MIFID directive (directive 2004/39/ec) ("professional investors"). Any person in the EEA who receives this document will be deemed to have represented and agreed that they are a professional investor. Any such recipient will also be deemed to have represented and agreed that they have not received this document on behalf of persons in the EEA other than professional investors or persons in the united kingdom and other member states (where equivalent legislation exists) for whom the investor has authority to make decisions on a wholly discretionary basis. The Company and its affiliates and others will rely upon the truth and accuracy of the foregoing representations and agreements. Any person in the EEA who is not a professional investor should not act or rely on this document or any of its contents. With respect to the United Kingdom, the information set out in this Presentation has not been written or approved by an authorized person (as defined in the United Kingdom Financial Services and Markets Act 2000). It is considered by the Company that, with the communication of the Presentation, it will be exempt from the financial promotion restriction (as defined in Section 21(1) of the Financial Services and Markets Act 2000, as amended) pursuant to Article 69 of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (the "Order"), as the Company's shares are listed for trading on the Oslo Stock Exchange and the London Stock Exchange's Alternative Investment Market. Any investment or investment activity to which this document relates is only available in the United Kingdom to Relevant Persons; and will be engaged only with such persons within the United Kingdom. Persons who are not (within the United Kingdom) Relevant Persons should not in any circumstances rely on this Presentation. The contents of the Presentation are not to be construed as legal, business, investment or tax advice. Each recipient should consult with their own legal, business, investment and tax adviser as to legal business, investment and tax advice. By receiving the Presentation you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Company's business.

The information contained in this Presentation does not constitute or form part of, and should not be construed as, an offer or invitation to subscribe for or purchase the securities discussed herein in any jurisdiction. This Presentation is subject to English law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of the English courts.

Wentworth – At a Glance

  • East Africa (Tanzania and Mozambique) focused exploration, development and gas monetisation company
  • Experienced management team in gas development and East Africa
  • Strong local, in-country presence
  • Mnazi Bay, Tanzania net existing 2P reserves valued at \$152.9 million NPV (10% after tax)1
  • Production has commenced to new pipeline system
  • Future exploration upside in Mnazi Bay
  • Appraisal programme being considered for Mozambique gas discovery
  • Pursuing additional growth opportunities in East Africa

Wentworth – Where We Are

  • Located in the Rovuma Basin, a world class gas region with substantial upside potential
  • Discoveries in the basin now total over 200 Tscf of recoverable gas
  • The basin has attracted interest from the majors and national oil companies
  • Several LNG and petrochemical projects at various stages of development
  • Rovuma Basin has the potential to become one of the major natural gas producing regions in the world

Tanzania – Overview

  • Mnazi Bay onshore and near-shore acreage of 756km2
  • Wentworth's working interest: 32%
  • Maurel et Prom Operator: 48%
  • TPDC: 20%
  • GSA in place with favorable PSC terms; 16 years remaining
  • Net 2P reserves of 95.5 Bscf, 15.9 mmboe1
  • Production commenced into new pipeline with volumes expected to reach 80mmscf/d in Q4 2015
  • First payment expected end October 2015
  • Planning underway for future exploration

Tanzania – the Opportunity

Unsatisfied Demand New Infrastructure Mnazi Bay Supply

  • Existing chronic power shortages
  • Hydro power limited / expensive heavy fuel oil not viable
  • Estimated demand from existing and new power plants c. 120 mmscf/d1 in 2016
  • Gas demand expected to grow to 475 mmscf/d1 by 2018

  • ~500 km pipeline from Mtwara to Dar es Salaam completed in Q3 2015 (750 mmscf/d capacity)

  • Two new processing facilities at Mnazi Bay and Songo Songo
  • New 150 MW Kinyerezi- 1 power plant currently being commissioned
  • Additional 1745 MW of power plants at various stages of development

  • Commissioning phase now complete

  • Gas deliveries now reaching end customers
  • Gas Sales Agreement in place (\$3.00/mmbtu escalating at US CPI from 2016)
  • Gas price production not linked to crude price

  • Immediate demand from existing power plants c. 80 mmscf/d1

  • Demand projected to grow to 475 mmscf/d by 2018
  • Demand likely to outstrip supply during that period
  • TPDC buyer of the gas with TANESCO the main end user for power generation
  • Other end users, including industrial users, expected to further grow demand

Route to Monetisation: Infrastructure

  • ~ \$1.4 bn of new infrastructure now complete
  • Gas receiving stations at Somanga (Kilwa) and Kinyerezi (Dar es Salaam)
  • Kinyerezi-1 power generation plant - 150 MW
  • Gas Processing plant at Madimba capacity of up to 210 mmscf/d
  • New infrastructure combined with Mnazi Bay gas expected to reduce average cost of power generation from \$0.20/kWhr to \$0.08/kWhr
  • Current selling price \$0.16/kWhr

  • Mnazi Bay JV is currently the only supplier of gas in Tanzania into new pipeline

  • Full field 2P gross reserves 443.0 Bscf (73.8 MMboe)1
  • Wentworth's working interest 31.94%
  • Wentworth's 2P Reserves gross 141.5 Bscf (23.6 MMboe); net 95.5 Bscf (15.9 MMboe)1
  • Gas Sales Agreement (GSA) executed
  • ~16 year term Agreement signed in September 2014
  • Net back price of US\$3.00/MMBtu (~\$3.07/mmscf) for discovered gas
  • Gas price not linked to world oil or gas prices, escalates at US CPI
  • Government is responsible for transportation and processing costs
  • Payment guarantee agreed
  • Agreement to supply up to 130 mmscf/d
  • Estimated cash flow \$3.5 million per month starting in Q4 2015

Mnazi Bay Gas Field – 5 Producing Wells Schematic Cross Section

Mnazi Bay Production

• Current Production

  • Line fill and commissioning started on 20 August 2015 and is now complete
  • Delivery of gas by TPDC to end users has commenced
  • Ubungo now receiving Mnazi Bay gas
  • Kinyerezi-1 power plant now inaugurated and power generation being commissioned
  • Production volumes expected to reach 80 mmscf/d in Q4 2015 from existing wells
  • Sales gas delivered during the month to be paid at end of that month, starting October 2015
  • Production Ramp-up
  • Production expected to increase to 130mmscf/d in 2016
  • At least one additional development well expected in 2016 to be funded from internally generated cashflow

Mnazi Bay Exploration Upside

  • Mnazi Bay Partners in exploration
  • Maurel et Prom (Operator) 60.075%
  • Wentworth 39.925%
  • TPDC is carried on exploration activities -
  • Near-term exploration targets
  • 1.5 Tscf (614 Bscf Wentworth's share) unrisked P50 Prospective Resources1
  • 6 prospects already identified
  • Additional prospects may arise as a result of ongoing interpretation of seismic database
  • Exploration programme expected to commence in 2016
  • Funded from internally generated cash flow
  • Immediate access to market for new discoveries

Mozambique Appraisal

  • Tembo-1 gas discovery in December 2014
  • Natural gas discovered in Cretaceous sands
  • Discovery provided extensive additional information about the Rovuma Basin
  • In discussions with Government to appraise gas discovery
  • Wentworth expects to operate with 85% working interest with ENH 15% carried, subject to government approval (pending)
  • Minimal commitments under appraisal programme; timing to match development of local demand
  • Plan to monetise on-shore gas through emergence of LNG projects
  • Commercialisation for off-shore gas discoveries advancing
  • On-shore gas required to support LNG construction and operations (power gen., etc.)

Strategic Growth Opportunities

  • Wentworth is looking to build on its existing portfolio
  • Focus on East Africa onshore and near-shore
  • Leverage unique position to grow portfolio through
  • Acquisitions / asset purchases
  • Farm-in opportunities
  • Licensing rounds
  • Focus on near-term monetization opportunities
  • GTL solutions and / or power generation
  • New discoveries will support additional infrastructure build in East Africa

  • Wentworth is now a key gas producer in Tanzania

  • First supplier of gas into new government owned pipeline
  • Substantial cash flow generation commencing in Q4 2015

  • Planning underway for cost effective development and exploration to meet growing market demand for gas

  • Utilize cash flows to grow portfolio in East Africa

Appendices

Reserves Summary

Reserves Summary for Mnazi Bay
as at December 31, 2014
Full Field Wentworth 31.94% WI
Reserve
Category
Gross Reserves Gross(1) Reserves Net(2) Reserves
Sales Gas
(Bscf)
BOE
(MMbbl)
Sales Gas
(Bscf)
BOE
(MMbbl)
Sales Gas
(Bscf)
BOE
(MMbbl)
PDP 82.9 13.8 26.5 4.4 20.7 3.5
1P 279.2 46.5 89.2 14.9 68.2 11.4
2P 443.0 73.8 141.5 23.6 95.5 15.9
3P 709.3 118.2 226.6 37.8 135.3 22.6

(1) Gross Reserves are Wentworth's working interest share of Total Field Reserves.

(2) Net Reserves are calculated as the product of Wentworth's Gross Reserves and the ratio of Wentworth's net revenue to Wentworth's working interest share of field gross revenue.

Wentworth Resources Working Interest Reserves for Mnazi Bay
as at December 31, 2014
NPV Before Tax (Millions US\$) NPV After Tax (Millions US\$)
Reserve
Category
0% 5% 10% 15% 20% 0% 5% 10% 15% 20%
Proved
Producing 73.6 69.3 65.4 61.9 58.7 72.7 68.5 64.7 61.3 58.2
Undeveloped 102.3 77.8 59.5 45.5 34.8 93.5 71.1 54.2 41.4 31.4
Total Proved 175.8 147.1 124.8 107.4 93.5 166.2 139.6 118.9 102.7 89.6
Probable 66.4 48.7 37.5 30.3 25.4 60.1 44.1 33.9 27.3 22.9
Proved + Probable 242.2 195.8 162.4 137.7 118.9 226.3 183.7 152.9 130.0 112.5
Possible 120.1 65.6 36.9 21.1 12.1 110.2 60.3 33.9 19.3 11.0
Proved + Probable +
Possible 362.3 261.3 199.2 158.8 131.0 336.5 244.0 186.8 149.3 123.5

Board & Executive Team

Board of Directors

Robert McBean, Executive Chairman

  • Over 40 years experience in the upstream, midstream, and downstream oil and gas industries
  • Former Managing Director of Qatar Fuel Additives Company (''QAFAC''), a world-scale methanol and MTBE petrochemicals facility in Qatar
  • Previously Managing Director of Dubai Natural Gas Company (''DUGAS''), an associated gas LPG processing facility in Dubai, and non-executive chairman of Black Marlin Energy
  • Co-founder of Scarboro Resources with interests and operations in Italy, Libya, Abu Dhabi, Indonesia, France, Pakistan and Canada

John Bentley, Deputy Chairman

  • Over 40 years of experience in international natural resource corporations at both the executive management and board level
  • Instrumental in the formation of Energy Africa Ltd where he was CEO during the period 1996 through 2000
  • Prior to this, he held a number of senior positions in the Gencor Group
  • Currently non-executive chairman of Faroe Petroleum plc and non-executive director of Africa Energy Corp

Cameron Barton, Non-Executive Director

  • Over 30 years of finance and accounting experience within the energy industry
  • Current Executive Advisor to Sanjel Corporation. Former Chief Financial Officer of the company for 5 year
  • Before joining Sanjel, Mr. Barton was the former President, CEO and CFO of Artumas Group Limited (now Wentworth)
  • Previously Vice President & General Manager, and Vice President of Finance for Direct Energy Marketing Limited (owned by Centrica plc in the UK)

Neil Kelly, Non-Executive Director

  • A 40+ year veteran of the upstream, midstream, and downstream oil and gas industries
  • Prior to his retirement from ExxonMobil he was Managing Director of Ras Laffan LNG Company (RasGas) in the State of Qatar
  • Mr. Kelly also served as a Director of PT Arun LNG Company in Indonesia for three years during a six year assignment in Indonesia, which also saw him direct the production from the giant Arun gas field

Richard Schmitt, Non-Executive Director

  • Over 34 years of diverse international experience in the upstream oil and gas industry
  • He was President and CEO of Africa Oil Corp. from 2006 until 2009.
  • In 2009, Mr. Schmitt became President & CEO of Black Marlin Energy. It listed on the TSX in 2010 and seven months later was acquired by Afren PLC Mr. Schmitt was retained as CEO of Afren EAX. Currently CEO of Octant Energy

Board & Executive Team continued

Executive and Senior Management Team – Calgary and London

Geoff Bury, Managing Director

  • Extensive oil and gas industry experience and strong petrochemicals project development and project management skills
  • Former Chief Financial Officer of Voyager Energy Limited, an international oil and gas exploration company with interests in Trinidad
  • Previously Finance Manager of Qatar Fuel Additives Company ("QAFAC"), a world-scale methanol and MTBE petrochemicals facility in Qatar, and Chief
  • Financial Officer of Trans-Dominion Energy, an international oil and gas exploration company with interests in Trinidad, Turkey, Pakistan and Senegal

Lance Mierendorf, Chief Financial Officer

  • Extensive oil and gas finance and accounting experience in the international environment
  • Former Chief Financial Officer of Sonoro Energy Limited; Corporate Controller for Buried Hill Energy; and Middle East Finance Manager for Anadarko Petroleum Corporation
  • Canadian Chartered Accountant

Gerold Fong, Vice President Exploration

  • Exploration Geophysicist with over 30 years of international and frontier experience in numerous basins worldwide
  • Former VP Caribbean Region for Niko Resources where he directed a multi-disciplinary team responsible for all of the company's operations in Trinidad
  • Co-founder and CEO of Voyager Energy where he was responsible for assembling an impressive exploration portfolio in Trinidad
  • Experience spans the globe and he has been involved in the evaluation and management of projects in the Caribbean, South America, Southeast Asia and East Africa

Katherine Roe, Head of Investor Relations and Corporate Communications

  • Extensive oil and gas advisory and transactional experience for a range of international companies
  • 14 years' experience in the City of London and former Director of Investment Banking at Panmure Gordon, heading up the Natural Resources franchise
  • Holds a Bachelor's degree from the University of Bristol, England

Board & Executive Team Cont.

Richard Tainton, Senior Vice President International

  • 25 years of diverse experience with engineering projects around the world including gas and power development projects
  • Proven experience in the development and management of integrated gas-to-power projects in Africa and Central Asia, including working with Government Agencies and Regulatory Authorities to obtain the Government consents required for project sanction and implementation
  • Recently served as Project Director for Manitoba Hydro International on energy projects in the Middle East and Central Asia
  • MSc Mining Engineering Degree from the University of the Witwatersrand, Johannesburg

Salvator Ntomola, Vice President Business Development & Government Relations

  • Extensive working experience with and personal relationships in the governments and the petroleum sectors of Tanzania, Kenya, Uganda, Mozambique and the Comoros
  • Former Director of Exploration and Production and Deputy Managing Director for Tanzania Petroleum Development Corporation (TPDC)
  • Former Director of Investment Facilitation for Tanzanian Investment Centre
  • Holds a BSc in Geology from Makerere University Uganda, and a post graduate diploma in Petroleum Geology from Bergen University, Norway

Mussa Makame, Vice President Finance & Administration

  • Wide ranging experience in accounting, finance and general management with private and international companies in Tanzania including PwC, Coca Cola and Airtel Tanzania
  • Former Director of Finance for all Wentworth subsidiaries in Tanzania (2006 to 2008)
  • Holds a BComm in Accounting from the University of Dar Es Salaam and a Certified Public Accountant

Capital Structure

  • AIM and Oslo listed – Ticker – WRL
  • Shares outstanding
  • Basic 169.4 million
  • Fully diluted 184.5 million
  • Market Capitalisation1
  • £53 million
  • NOK 666 million
  • US\$ 82 million
  • Directors and Management shareholding – Total 7.7%

  • Shareholders >3% – Vitol 9.9% – AXA Framlington 9.6% – R B McBean 7.1% – Invesco 4.9% – Fidelity 4.0%

  • Genesis 3.6% – Bank Julius Bar 3.5%

1 As of 21 October 2015