TOWER RESOURCES PLC — Management Reports 2015

Mar 16, 2015

2014 HIGHLIGHTS

Corporate

• GSA to supply discovered natural gas from the Mnazi Bay Concession at a price of US\$3.00 per MMBtu (approximately US\$3.07 per mscf) escalating at US CPI annually over a seventeen year term.
• Independent reserves attributed to the Company's Mnazi Bay gas fields for the first time.
• Poised for first production into pipeline and substantial free cash flow in 2015.
• The new (Government owned) Mtwara to Dar es Salaam pipeline and gas processing facilities are nearly complete with delivery of first gas for commissioning anticipated to occur in April 2015. Sales of Mnazi Bay gas to the new pipeline are expected to ramp up to 80 mmscf/day (gross) commencing Q3 2015.

Financial

• Net income in 2014 of \$15.28 million (\$0.10 per share) compared to a 2013 net loss of \$9.99 million ((\$0.11) per share).
• Recognized a non-recurring, non-cash reversal of \$23.80 million of previously impaired oil and gas assets in the Mnazi Bay Concession.
• Revenue of \$1.06 million, up 11% from 2013, due to increasing gas sales volumes at a fixed price of \$5.36 per MMBtu to an 18 megawatt power plant in Mtwara, Tanzania.
• Exploration and development capital expenditures of \$22.87 million and \$3.53 million respectively compared to \$6.05 million and \$0.98 million respectively in 2013.
• Secured credit facilities totaling \$26 million, of which \$6 million was drawn down in December 2014 and used to repay a \$6 million credit facility with Vitol Energy.
• Cash and cash equivalents on hand of \$5.49 million at December 31, 2014 compared with \$37.68 million on hand and short-term deposit at December 31, 2013.
• Working capital at December 31, 2014 of \$15.84 million compared to \$38.37 million at December 31, 2013.

Operational

Mnazi Bay Block, Tanzania

• Completed acquisition and processing of 315km of conventional 2D seismic over prospective areas in south and southwestern portion of the block.
• Completed acquisition and processing of 58km of high resolution 2D seismic over the Mnazi Bay and Msimbati gas fields.
• Continuing interpretation of seismic and drilling data to support the ongoing development plan and exploration opportunities.
• Commenced design and construction of field infrastructure to connect Mnazi Bay to the new transnational government pipeline project.
• Commenced planning for drilling operations of the fifth (MB-4) development well which is expected to spud in March, complete by June and is expected to initially produce 20mmscf/day (gross).

Rovuma Onshore Block, Mozambique

• The Tembo-1 exploration well reached a total depth of 4,553 meters and was plugged and abandoned in December 2014. A discovery in the Cretaceous indicated 11 meters of natural gas net pay and well results are currently being evaluated to assess the potential commerciality of this discovery.

• The drilling rig was moved from the Tembo-1 location to the Kifaru-1 exploration well location in December and drilling operations at Kifaru-1 commenced in January 2015.

• The Kifaru-1 well was drilled to a total depth of 3,100 metres, failed to find an economic reservoir and was plugged and abandoned on February 23, 2015.

• Licence partners are evaluating all data collected to determine the next steps in the exploration phase of the Onshore Rovuma Block.

Financial and Operating Results

		Year ended December 31,
Financial			%
(Figures \$000's, except per share data)	2014	2013	Change
Gas revenue	1,060	955	11
Income/(loss) from operating activities	13,875	(9,445)	247
Net income/(loss)	15,277	(9,989)	253
Basic and diluted net income/(loss) per share (\$ per share)	0.10	(0.11)	191
Net cash used in operating activities	9,450	7,819	21
Capital expenditures	26,402	7,020	276

	Year ended December 31,
			%
Operating	2014	2013	Change
Price per mmbtu (US\$)	5.36	5.36	-
Gas sales (mmbtu) (net to Wentworth)	197,842	178,242	11
Mnazi Bay Concession gas production (gross mmbtu/day)	2,074	1,868	11

	As at December 31,
			%
Balance Sheet (Figures 000's)	2014	2013	Change
Total assets	\$162,317	\$139,649	16
Cash and cash equivalents	\$5,487	\$14,501	(62)
Short-term investments	-	\$23,176	(100)
Long-term receivables (including current portion)	\$34,002	\$29,319	16
Long-term loan (principal balance)	\$6,000	\$6,000	-
Outstanding shares, options and warrants
Common shares	154,123	153,873	-
Options	9,950	6,450	54
Warrants	5,000	5,000	-

Management Discussion and Analysis

This management's discussion and analysis ("MD&A") is provided by management of Wentworth Resources Limited ("Wentworth", the "Company" or "WRL") and is based on information available to March 13, 2015. This MD&A should be read in conjunction with the Company's consolidated financial statements, and notes thereto, for the year ended December 31, 2014. The audited annual consolidated financial statements have been prepared by management, presented in United States (US) dollars, and prepared in accordance with International Financial Reporting Standards (IFRS).

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

Market for Natural Gas

During 2015, the ambitious Tanzanian Government sponsored Gas Pipeline Project, which was officially inaugurated on July 21, 2012, is planned to be commissioned and fully operational. Wentworth's existing discovered gas and yet to be discovered gas are an integral part of this gas-to-power generation initiative. The Mnazi Bay Concession is currently the only gas concession in Tanzania with significant discovered gas readily available to feed into the new transnational pipeline.

The Mtwara to Dar es Salaam Gas Pipeline Project is of national and strategic importance to Tanzania. Currently, the government electric utility company, Tanzania Electricity Supply Company Limited ("TANESCO"), is faced with having to pay for expensive emergency generation to supply electric power to the national grid and the commercial capital, Dar es Salaam. It is estimated that TANESCO is paying between US\$0.35 to US\$0.55 per kWh for emergency power while the current retail tariff is approximately US\$0.16 per kWh. The Government of Tanzania plans to replace the emergency power generation with existing gas fired power generation facilities utilizing natural gas primarily sourced from the Company's Mnazi Bay Concession. This change is expected to ultimately reduce the cost of power generation to under US\$0.10 per kWh. Mnazi Bay Concession natural gas will play a vital role in restoring TANESCO to sustainable and positive cash flows.

The Gas Pipeline Project will provide stable and reliable energy for the Country's population and for future industrial growth. The estimated cost to the Government of Tanzania of constructing two gas processing plants, a 36" pipeline extending ~506km from Mtwara in the south of Tanzania to Dar es Salaam in the north, and the receiving facilities and all other connections to gas supply locations is approximately \$1.2 billion. TANESCO plans to add another 1,200MW of electricity to the national grid over the next three years by constructing four power stations at Kinyerezi on the outskirts of Dar es Salaam, and additional plants at Kilwa and Mtwara. As the full cost of this Gas Pipeline Project is the responsibility of the Government, Wentworth finds itself in a fortunate and enviable position where the Company can monetize significant quantities of discovered gas with minimal additional capital infrastructure and cost required.

The current status of the Gas Pipeline Project provided by various government sources indicates that start-up and commissioning are planned to occur in April 2015, with a ramp up to full operations and completion of the project estimated to be in June 2015. The government entity, Tanzania Petroleum Development Corporation ("TPDC"), will be the operator of the Gas Pipeline Project upon its completion.

The key elements of the Gas Pipeline Project that need to be completed prior to Wentworth being able to deliver gas are as follows:

Year ended December 31, 2014Results

Connection point

Gas from the Mnazi Bay Concession will be sold to TPDC at the fiscal metering station and inlet flange immediately adjacent to the existing Company owned gas infrastructure on the Msimbati Peninsula, Mnazi Bay. At this point ownership of the gas transfers from the Mnazi Bay JV Partners to TPDC. TPDC is responsible for the cost of delivery (i.e. pipeline tariffs) to the end user and the cost of processing the gas at the Madimba Gas Processing Facility ("Madimba GPF"). The connection infrastructure, comprised of the tie-in of the four Mnazi Bay production wells, a gas gathering system including 7kms of 16" pipeline, primary liquid separation and the fiscal metering station, will link the Mnazi Bay gas infrastructure to the Madimba GPF and is on schedule for completion in April 2015.

Madimba Gas Processing Facility

The government's Madimba GPF is being constructed within the Mnazi Bay Concession and is located 11km from Wentworth's existing gas infrastructure, across the Mnazi Bay. At peak capacity, the TPDC owned facility is planned to have a total capacity of 210mmscf/day consisting of three 70mmscf/day trains. Engineering and construction oversight is being provided by Worley Parsons with construction of the facility undertaken by Chinese Petroleum Engineering. Government representatives indicate that the Madimba GPF is approximately 94% complete and commissioning of the facility is expected to commence in April 2015. Foundation work for all equipment of the gas plant, mechanical installation of the de-hydration units, condensate storage and construction of treated waste water discharge pipeline are nearing completion.

Main Gas Pipeline

The 36" pipeline which traverses ~506km from Mtwara to Dar es Salaam will have a maximum capacity of ~784mmscf/day. The commissioning of this pipeline creates an instant market for the Company's two discovered gas fields in the Mnazi Bay Concession. The pipeline was financed by EXIM Bank and constructed by China Petroleum Technology & Development Corporation/China Petroleum Engineering Co. ("CPE") and government representatives indicate that the main gas pipeline is now approximately 99% complete. In addition, government representatives indicate that the pipeline welding, trenching, lowering of the pipe and fiber optic cable into the trench, backfilling and hydrostatic pressure testing is 100% complete. The main activity ongoing is pipeline drying.

Kinyerezi Gas Receiving Station

The gas receiving facility at Kinyerezi is located on the outskirts of Dar es Salaam and is the end point of the Gas Pipeline Project. At this location, gas will be distributed to end users including delivery to the Kinyerezi Power Generation Complex located approximately one kilometre from the gas receiving facility. Government representatives indicate that the gas receiving station is 99% complete with only minor civil works, including cement laying, outstanding. The receiving station is scheduled to be commissioned in April 2015.

End users of Mnazi Bay Gas

The majority of gas supplied by Wentworth to the pipeline will be used for power generation, whilst a small percentage may be for industrial use. Currently, due to lack of available fuel gas, the spare capacity at TANESCO owned power plants is in excess of 200MW which equates to gas demand of approximately 50mmscf/day. This current spare capacity presents an immediate demand for Mnazi Bay Concession gas from the Ubongo I and II power plants, the Symbion plant and the Tegeta plant.

The new 150MW Kinyerezi-1 power station within the Kinyerezi Power Generation Complex is under construction and anticipated to be commissioned in June 2015. This power station will add approximately 30mmscf/day of new demand once it becomes fully operational. Additional future gas demand is expected to come from the planned expansion of Kinyerezi-1 by an additional 185MW (adding gas demand of approximately 35mmscf/day) which is expected to be commissioned by July 2016. The construction of Kinyerezi-2, 3 and 4 power stations will add a further 840MW to the Tanzanian grid by the end of 2017; and together with the completion of Kilwa Power station and the Mtwara Power plant in 2018, the total demand for natural gas from the Mtwara to Dar es Salaam pipeline will be approximately 450mmscf/day.

Gas Sales Agreement

A significant milestone of the Company was achieved on September 12, 2014, with the execution of a longterm gas sales agreement with the Government of Tanzania. The Mnazi Bay Concession 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.

Mnazi Bay Concession partners are contracted to supply up to a maximum 80mmscf/day of natural gas during the first eight months after the commercial operations date, with an option to increase over time to a maximum 130mmscf/day of natural gas during the 17-year supply contract period. The GSA is subject to certain conditions, including the Tanzanian Government providing environmental permits and approvals and providing an executed version of payment security agreements prior to delivery of first gas, the form of which is included in the GSA. These payment security arrangements are currently being finalized by TPDC.

The initial delivery of gas contemplated within the GSA is expected to occur prior to April 22, 2015 and is at a fixed price of US\$3.00/mmbtu (approximately US\$3.07/mscf), escalating annually at the United States CPI Industrial index. The gas will be sold and purchased at the inlet to a 16' pipeline connecting the existing Mnazi Bay gas production facility to the new Government owned Madimba GPF. The Mnazi Bay Concession partners are not responsible for paying a tariff for transporting the gas nor paying third party processing fees and therefore the price of US\$3.00/mmbtu is a "netback price".

Initial deliveries of commissioning gas, line fill gas, and line pack gas (collectively the "Initial Gas") are still expected to commence prior to April 22, 2015. The Company is currently awaiting a gas nomination from TPDC which will establish the precise date for the delivery of first gas. Following the delivery of Initial Gas, the Company expects to deliver gas ("Sales Gas") in May which will ultimately be sold to end users by TPDC. Contractual payment terms will apply to Initial Gas and Sales Gas resulting in cash flow for Wentworth anticipated to start in July 2015. The GSA also contains a take or pay provision which takes effect July 31, 2015 in the event that TPDC is unable to take delivery of the available gas.

Gas Production Estimates

The Company's existing four wells within the Mnazi Bay Concession are expected to produce a combined 80mmscf/day and are therefore able to meet the volumes specified within the GSA. During 2012 workovers were performed on three wells (MS-1X, MB-2 and MB-3) allowing for production from multiple zones within these wells. Currently, MB-1 is producing at 2mmcfd (gross) which is limited by the gas demand of an 18MW gas-fired power station located at Mtwara, approximately 27km from the Mnazi Bay gas fields.

In addition, a fifth development well to penetrate the Mnazi Bay and Msimbati gas fields, MB-4, is expected to commence drilling operations in Q1 2015. The well is expected to be completed by June 2015 and initially produce approximately 20mmscf/day. This additional well allows for the flexibility to test reservoir pressure and performance while still being able to supply 80mmscf/day within the first 8 month period of the GSA. In terms of timing, the Company expects that two wells, MB-3 and MS1-X, will be tied-in to the connection point to the new pipeline by March 2015, and that MB-2 will be tied-in by the end of April 2015. The new development well, MB-4 is expected to be tied-in by June 2015. MB-1 is expected to be tied-in by the end of September 2015.

Subject to the deliverability from the existing Mnazi Bay wells and the drilling of additional development wells, the Company anticipates gas sales to the pipeline to increase to 130mmscf/day commencing Q1 2016. Gas deliveries could escalate up to 270mmscf/day within five years from first gas delivery should additional exploration success occur within the Mnazi Bay Concession. Of the 270mmscf/day, 210mmscf/day is expected to be supplied to the Madimba GPF and 60mmscf/day is anticipated to be supplied directly to a power plant planned for construction in the Mtwara region within three to five years.

Mnazi Bay Development Activities

Relative to the Gas Pipeline Project, development activities undertaken by the Mnazi Bay Joint Venture in preparation for delivering gas to the new pipeline is modest in both cost and infrastructure. Executing the GSA in 2014 provided confidence to the Mnazi Bay Partners that monetization of existing discovered gas was imminent. Two key development activities were initiated following the signing of the GSA: 1) engineering, design and construction of field infrastructure necessary to tie-in the Company's existing wells to the Gas Pipeline Project; and 2) planning the drilling of a new development well, MB-4.

The surface infrastructure includes the installation of separation facilities and flow lines. 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 infrastructure design takes into consideration the gas specifications such as temperature, water content, pressure and sulphur content that are defined within the GSA. Details of the progress to date are as follows:

• the EPC contract has been awarded to TPF Basse from Belgium and they are fully mobilized to site;
• detailed engineering design is complete;
• a 10 meter by-pass pipeline, allowing delivery of natural gas to TPDC in advance of the separation units becoming operational, is expected to be completed by April 2015;
• long lead items have been procured and the separation facilities are expected to be on location and operational during Q3 2015; and
• construction has commenced on tying-in of existing wells and installing flow lines.

During Q1 2014, acquisition of 58km of high resolution 2D seismic was completed over the existing discovered Mnazi Bay and Msimbati gas fields. Processing and interpretation of the acquired data is ongoing and will be used to help determine the location of future development wells. The new infill development well is expected to commence drilling operations in Q1 2015 with well site preparation and civil works having commenced during Q4 2014. The Caroil 2 rig is currently being mobilized to the well site location and drilling operations are expected to be completed by June 2015.

Exploration Opportunities

Acquisition of 315km 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 248km2 of 3D seismic data acquired in 2013 over the offshore area of the block, 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 support future exploration drilling operations.

Given the immediate access to a market for Mnazi Bay Concession gas and the spare available capacity in the transnational pipeline, the Company expects to initiate an exploration drilling program during H2 2015 and throughout 2016 and beyond.

Participation Interest and Existing Field Infrastructure

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

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

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

In addition, the Company has an extensive seismic database including:

• 328km2 offshore 3D seismic (2013);
• Over 2,000 km onshore/offshore 2D seismic including 315km new data (2014); and
• 58km new high resolution onshore 2D seismic (2014).

At December 31, 2014 the effective participation interests in production operations and exploration operations in the Mnazi Bay Concession are as follows:

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

Rovuma Onshore Block, Mozambique

Exploration

During December 2014, drilling operations of the frontier Tembo-1 exploration well, which commenced drilling in June 2014, were completed and a natural gas discovery was made in Cretaceous aged sands. The well took over six months to drill and complete, was drilled to a total depth of 4,553 meters (4,401 meters True Vertical Depth Sub Sea) and reached total depth in Jurassic aged sediments. Petrophysical analysis of the Cretaceous section indicates 11 meters of natural gas net pay. Natural gas and some condensate was recovered by modular formation dynamics testing ("MDT") confirming the petrophysical analysis. The Onshore Rovuma Partners do not plan any further evaluation of the Tembo-1 well but will assess all the data recovered from this well to determine the potential commerciality of the discovery. The Tembo-1 well has been plugged and abandoned and the drilling rig was released from the well location and mobilized to the Kifaru-1 well site. An evaluation of Tembo-1 by the Operator, Anadarko Petroleum Corporation, is anticipated within the next few months. In December 2014, the Tembo-1 gas discovery was registered with National Petroleum Institute (INP), the national petroleum regulatory authority, and maintaining the Block beyond the end of the third exploration phase may require an appraisal program for the gas discovery.

During January 2015, drilling operations of the Kifaru-1 exploration well in the Rovuma Onshore Concession in northern Mozambique commenced. The Kifaru-1 exploration well targeted Miocene, Oligocene and Eocene sands. The Kifaru-1 well was drilled to a total depth of 3,100 metres, failed to find an economic reservoir and was plugged and abandoned on February 23, 2015. The Government of Mozambique has accepted the drilling of Kifaru-1 to the final total depth of 3,100 as fulfillment of the third phase exploration drilling obligations under the terms of the Rovuma Onshore Concession Northern Mozambique. The third exploration phase, which is 12 months in duration, expires on August 28, 2015. The Company has a large database of 2D seismic over the block including 1,016km acquired in 2012 and 2013 over the northern section of the Concession. During 2015, the Rovuma Onshore Block partners plan to analyze data from both the Tembo-1 and Kifaru-1 well in order to determine next steps and an appropriate work program for the remainder of 2015.

Participation Interest

The Rovuma Onshore Block in northern Mozambique covers approximately 11,950km2, the majority of which is onshore and forms part of the Rovuma Basin. Three 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 11 meters of natural gas net pay and evaluation of this discovery is ongoing.

At December 31, 2014 effective participation interests in production operations and exploration operations, respectively, in the Rovuma Onshore Block are as follows:

Partner	Percentage Interest in Production	Percentage Interest in Exploration
Anadarko Petroleum Corporation ("Anadarko") (operator)	35.70	42.00
M&P	27.71	32.60
Wentworth	11.59	13.64
PTT Exploration and Production Public Company Limited (PTTEP")	10.00	11.76
Empresa Nacional de Hidrocarbonetos de Mocambique ("ENH") (carried through exploration operations)	15.00	-

Financial and Operating Discussion

Revenue

Revenues represent Wentworth's share of natural gas production generated from Tanzania where the Company holds a 31.94% participating interest in the Mnazi Bay Concession. For calendar year 2014, Mnazi Bay gas production was limited to sales to an 18 MW gas-fired power plant in Mtwara, Tanzania. Natural gas is currently produced from a single well and is limited by the demand of the power plant. Actual (gross) production of natural gas during 2014 averaged 2,074 mmbtu/day (2013 – 1,868 mmbtu/day) while the gas price remained unchanged from 2013 at a fixed \$5.36/mmbtu. Higher sales volumes during 2014 compared to 2013 resulted from higher demand due to new electricity customers and lower downtime experienced at the 18 MW gas-fired power plant.

Production and Operating Expense

The cost of production of natural gas from the Mnazi Bay Concession comprises the Company's share of field operating costs and operator's administration costs and overhead required to manage production operations. Production costs are substantially fixed in nature. Production and operating expenses during 2014 totalled \$2.59 million (2013 - \$1.66 million) a 56% increase over 2013. The increase relates primarily to the operator increased field staff and overhead during Q4 2014 in consideration for the ramp up in production operations in 2015. Variable operating costs including such items as maintenance, repairs, equipment testing and allocation of operator overhead increased during Q4 2014 compared to prior quarters. In addition, operating expenses in 2014 included a 2008-2012 tax assessment on employee benefits totalling \$0.28 million while 2013 included a credit adjustment received from the operator for over accruals of the prior year.

General and Administrative Expense

General and administrative expenses during 2014 were \$1.11 million or 14% lower compared to 2013. Cost saving initiatives implemented throughout 2014, including downsizing office space, streamlining information technology infrastructure and communications, staff reductions and optimization of the corporate organizational structure all have contributed to a reduction in ongoing general and administrative expenses.

(figures in \$000's)	Year ended December 31, 2014	Year ended, December 31, 2013
Employee salaries and benefits	2,619	2,899
Contractors and consultants	962	997
Travel and accommodation	736	922
Professional, legal and advisory	815	1,060
Office and administration	1,048	1,341
Corporate and public company costs	646	712
	6,826	7,931

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

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 expensed. 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 the Mnazi Bay Concession partners and entities within the Tanzanian Government and allows Wentworth to maneuver effectively through a challenging business environment.

Share Based Compensation

During 2014 the Company recognized \$1.09 million (2013 - \$0.36 million) as share based compensation expense. The higher expense experienced during 2014 compared to 2013 is due to options granted during 2014 which vest over a three year period with a disproportionally higher expense in the year of a grant.

A total of 3,750,000 share options were granted to directors, officers and employees during the year of 2014 (2013 – 600,000 share options), 250,000 options were exercised (2013 – 418,333 options) and no options were forfeited (2013 – 331,667 options).

A total of 9,950,000 stock options were outstanding at December 31, 2014 with 5,633,334 being exercisable with an average exercise price per share of NOK 4.18 (\$0.56).

Depreciation and Depletion

Depreciation and depletion of gas producing assets and office assets of \$0.54 million (2013 - \$0.45 million) was recorded during the year of 2014. At December 31, 2014 the net book value of natural gas property, plant and equipment was \$84.90 million and the net book value of office assets totalled \$0.14 million.

The Company changed the estimate of the reserves base for calculating depletion of its Mnazi Bay Concession property, plant and equipment oil and gas assets. Reserves identified in a reserves report prepared by RPS Energy ("RPS") and dated December 31, 2014 were used for the depletion calculation. Given the insignificant production in relation to reserves, the depletion charge remained generally consistent with the prior year.

Reversal of Impairment

At December 31, 2014, there were indicators of impairment reversals in the Company's investment in the Tanzanian assets. In 2014, a market for the Company's discovered natural gas in Tanzania has developed to an advanced stage of certainty. The signing of a long-term gas sales agreement in September 2014 and the significantly advanced pipeline and processing infrastructure provided sufficient support for completion of a reserves report by the Company's independent reserve evaluators. At December 31, 2014, the Company tested this asset for reversal of impairment. The assessment resulted in previously recognized write-downs of E&E assets of \$13.38 million and PP&E assets of \$10.42 million being reversed in Q4 2014.

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 year interest expense, inclusive of the accretion of deferred financing costs of \$2.18 million, on the long-term loan from Vitol, totalled \$2.53 million (2013 - \$0.44 million) of which \$0.34 million (2013 - \$0.22 million) was the cash expense. Interest expense related to the long-term loan from a Tanzania based bank totalled \$0.03 million (2013 - \$0.34 million).

During the year ended December 31, 2014 non-cash accretion of the TPDC receivable of \$5.32 million (2013 - \$4.89 million) was recorded in finance income. The Company revised the accounting estimates used to determine the expected amounts and timing of future revenue streams to determine repayment of the TPDC receivable. This resulted in a \$0.90 million charge to finance costs during 2014 (2013 - \$4.26 million).

During the year ended December 31, 2014 non-cash accretion of the Tanzanian government receivable (Umoja/power) of \$0.49 million was recorded in finance income. Similar to estimating the recoverability of the TPDC receivable, the Company revised the accounting estimates used to determine recoverability of the Tanzania government receivable. This resulted in a \$0.60 million charge to finance costs during 2014.

Receivables from TANESCO

The Company's ongoing exposure to receivables from TANESCO is associated with gas sales from the Mnazi Bay Concession to the 18 MW power plant located in Mtwara, Tanzania. At December 31, 2014 the Mnazi Bay Concession partners were owed fifteen months of gas sales, with \$2.42 million net owing to Wentworth. Subsequent to December 31, 2014, TANESCO has settled three months of arrears totaling \$0.48 million. A provision for doubtful accounts has not been made in respect of the receivable from TANESCO. Construction of the Gas Pipeline Project may provide an opportunity for TANESCO to operate more efficiently, generate positive cash flow and grow its business in order to meet the increasing demand for electrical power. As a result, the Company expects to eventually receive full recovery of current and future receivables from gas sales to TANESCO.

Long-term Receivable - TPDC

The Company has a receivable from TPDC, a 20% participating interest partner in the Mnazi Bay Concession, for TPDC's share of past development and operating costs paid by the Company prior to June 30, 2009 with respect to expenditures incurred on the Mnazi Bay Concession. In addition, the Company has been paying for a proportionate share of TPDC's share of development and operating costs incurred subsequent to June 30, 2009, the value of which has been added to the TPDC receivable balance. The Company will recover this receivable from an agreed percentage of TPDC's share of current and future production revenue from the Mnazi Bay Concession. The undiscounted face value of the TPDC receivable at December 31, 2014 is \$33.52 million (2013 - \$35.02 million). Due to its long-term nature, the TPDC receivable has been discounted to \$28.91 million (December 31, 2013 - \$24.13 million). This reported fair value is discounted to reflect the time expected until the receivable is settled in the future. With the passage of time and the move closer to 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.

The imminent completion of the Gas Pipeline Project in 2015 has a significant positive impact on the ultimate recovery of the TPDC receivable as gas sales to the pipeline draws nearer. Internal Company estimates indicate that the \$33.52 million face value of this receivable is expected to be fully recovered within 18 to 24 months from delivery of first gas. At December 31, 2014 the undiscounted face value of the receivable represented in excess of 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)

The Company has an agreement with the Government of Tanzania (TANESCO, TPDC and the MEM) to be reimbursed for 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 was completed in November 2012 and costs of 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 relating to the Tariff Equalization Fund and VAT input associated with MEP. On 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 undiscounted face value of the Tanzanian Government receivable (Umoja/power) at December 31, 2014 is \$6.51 million (2013 - \$6.51 million) while the discounted value, taking into consideration the anticipated time of collection, is \$5.09 million (2013 – \$5.19 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 2014 capital spending totaling \$26.40 million was primarily to fund the drilling of the Tembo-1 and Kifaru-1 exploration wells in Mozambique; the acquisition of 315km of conventional 2D seismic, the acquisition of 58km high resolution 2D seismic, tie-in of wells to the Mtwara to Dar es Salaam government owned pipeline; and pre-drilling planning activities for the MB-4 development well in Tanzania.

	Year ended
(figures in \$000's)	December 31, 2014
Exploration and evaluation assets
Tanzania
2D seismic acquisition – conventional and high resolution	7,862
	7,862
Mozambique
Exploration drilling	14,111
Operator and indirect overhead	836
2D seismic acquisition	60
	15,007
Property, plant and equipment
Tanzania
MB-4 development well	443
Field infrastructure connection to Gas Pipeline Project	1,106
Other field development capital	1,933
	3,482
Canada
IT and office assets	51
	26,402

Long-term loans

Tanzania based bank

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 drawn 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 following 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 WGJL 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.

Vitol Energy (Bermuda) Limited

On December 12, 2014, the outstanding principle loan amounting to \$6.0 million was repaid in full and the security released. The balance of deferred financing costs of \$2.18 million was expensed to net earnings as a finance cost at the time of repayment.

As at December 31, 2014, 5,000,000 warrants in relation to the fully repaid loan were outstanding and will expire on December 31, 2015.

Prior Year Tax Assessment – Tanzanian Operations

On July 4, 2014, the Tanzanian Revenue Agency (TRA) issued tax assessment certificates totalling Tsh7,016 million comprised of Tsh3,533 million (\$2.08 million at the December 31, 2014 exchange rate of 1Tsh=0.000588 US\$) of alleged unpaid payroll taxes and withholding taxes on imported services and certain accounting transactions plus late penalty interest totalling Tsh3,483 million (\$2.05 million) for the period 2008- 2012.

On November 18, 2014, the TRA accepted the Company's objection to a withholding on certain accounting transactions and a tax liability of Tsh1,133 million (\$0.67 million), inclusive of late penalty interest, was waived.

In 2014, the Company has recorded a liability Tsh478 million (\$0.28 million), inclusive of late penalty interest, which has been included in production and operating expense where the source of the tax basis was initially recorded.

The Company continues to communicate and provide clarification on the remaining assessed amount of Tsh5,405 million (\$3.18 million) inclusive of interest charges of Tsh3,006 million (\$1.77 million). The Company believes it has a strong case against the remaining assessed amount and accordingly has not recorded a provision at December 31, 2014. A date has not yet been set by the Tax Revenue Appeals Board to hear the tax appeals.

Shares, share capital, dividends

The Company had 154,122,700 shares issued and outstanding as at December 31, 2014, all of which are of the same class and with equal voting and dividend rights. The Company's ordinary shares are listed on the Oslo Stock Exchange (ticker: WRL) and denominated in Norwegian Kroner. The Company's shares are also traded on the Alternative Investment Market of the London Stock Exchange (ticker: WRL) and denominated in British Pound Sterling.

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 December 31, 2014 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 2014, the Board of Directors did not propose dividends to be paid for the year ended December 31, 2014. 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. At the Annual General Meeting in 2015, The Board of Directors do not plan to propose dividends be paid for the year ended December 31, 2015.

Financial Condition and Liquidity

At December 31, 2014 Wentworth had cash on hand of \$5.49 million and receivables, deposits and advances of \$18.56 million, the majority of which will be collected once gas sales to the new gas pipeline commence and the accumulated receivable from TPDC starts being repaid. In addition gas sales volumes expected to increase 40-fold from 2mmscf/day to 80mmscf/day by the end of Q2 2015 and field operating costs expected to increase by a relatively modest 50% over 2014. The Company expects to have significant free cash flow starting in Q3 2015. These funds are available for reinvestment in exploration and growth opportunities and potentially dividends at the appropriate time following the establishment of a consistent cash flow.

Current liabilities of \$8.20 million relate primarily to amounts due to the operators of the Company's assets in Tanzania and Mozambique. The Company's near term obligations are the partner approved capital programs in Tanzania and Mozambique.

In Tanzania, drilling of the MB-4 development well and construction of field infrastructure connecting the Company's assets to the Gas Pipeline Project are ongoing. The MB-4 development well and field infrastructure are estimated to cost \$23.1 million (\$9.22 million net cost to Wentworth including the carry of TPDC's share of cost) and \$24.6 million (\$9.82 million net to Wentworth including the carry of TPDC's share of cost), respectively. This development capital will be funded primarily from the recently executed \$20.0 million credit facility with a local Tanzania based bank.

In Mozambique, the Kifaru-1 exploration well commenced drilling operations in January 2015 and operations were completed in February 2015. The gross well cost is budgeted at \$42.7 million (\$5.8 million net to Wentworth) of which approximately \$12.0 million (\$1.64 million net to Wentworth) was incurred in 2014.

The Company continues to closely monitor its working capital and engages on a regular basis with TANESCO in order to accelerate the settlement of arrears which totaled approximately \$2.42 million at December 31, 2014. Our current expectation is that the Company's financial position is sufficient for its operations based on the expected timetable. Wentworth is nevertheless exploring contingencies for a short-term working capital debt facility to ensure financial strength should first gas be delayed significantly beyond current expectations of timing of receipt of cash flow from gas sales to the new transnational pipeline

Going Concern

The 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.

At December 31, 2014, the Company has cash and cash equivalents of \$5,487 to fund its planned exploration and corporate activities prior to the commissioning of the Gas Pipeline Project in Tanzania. During Q4 2014 the Company secured credit facilities totaling \$26.0 million which will be used to repay an existing \$6.0 million loan facility and fund development capital within its Mnazi Bay Concession in Tanzania. Should additional exploration and development activity take place prior to generating sufficient cash flow from its gas assets in Tanzania or should the generation of cash flow from the sales of natural gas to the new government pipeline be delayed beyond Q2 2015, additional funding obtained from debt or equity may be necessary.

The potential need to obtain financing, may create some 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.

Outlook

Wentworth is on the cusp of becoming a significant gas producer in East Africa. Current Tanzanian Government indications show that commissioning of the Gas Pipeline Project is expected to commence in April 2015 with gas deliveries from the Mnazi Bay Concession expected to increase to 80mmscf/day (gross) by the end of Q2 2015. The Company is essentially insulated from commodity price risk as the GSA executed with the government locks in the netback gas price and provides payment security protection. Although the Company has little control over the precise timing of first gas, Management is confident that gas deliveries to the new pipeline are imminent and should delays occur they are limited to weeks rather than months.

In 2015, the Company expects to be in a solid financial position and generating significant cash flow, sufficient to fund both ongoing operations and future growth.

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 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 Tanzania Electricity Supply Company Limited ("TANESCO"), the state power company, is connected with the gas sales from the Mnazi Bay Concession to the 18 megawatt gas-fired power plant located in Mtwara, Tanzania. At December 31, 2014 the Mnazi Bay Concession partners were owed fifteen months of gas sales, with \$2,424 owing to Wentworth. Subsequent to December 31, 2014, TANESCO has settled three months of arrears totalling \$483.

A long-term undiscounted receivable of \$33,518 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 December 31, 2014 a receivable 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 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.

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 long-term loan.

Cost Recovery Audits

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

An audit of the Tanzanian cost pools for the period from inception of the production sharing agreement in 2004 to the end of 2012 was completed during Q2 2014 and disallowed cost was adjusted on the Cost Recovery Statement during Q4 2014. Of the total accumulated cost pool up to December 31, 2012 of \$244 million, the Mnazi Bay partners successfully defended \$220 million (90%). Therefore Wentworth's share of the approved cost recovery pool was approximately \$72 million at December 31, 2012. An audit of the \$22.9 million of cost pool additions during 2013 is ongoing. Wentworth's estimated share of the cost recovery pool at December 31, 2014 is approximately \$91 million.

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.

Environmental Impact

Exploration, development and production of oil and gas may cause emissions to the sea and air. Wentworth's operations are in accordance with all regulatory requirements, and there were no breaches of these requirements in 2014. Wentworth did not operate any wells in 2014.

Research and Development

Wentworth, in coordination with the operating companies for its investments in Tanzania and Mozambique, collaborates with external research institutions to increase the understanding of a number of complex challenges within the oil and gas industry's upstream segment. The Company has no particular plans to participate in the commercialization of these efforts.

Exemption

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

Accounting Policies

On January 1, 2014, the Group adopted amended standards with respect to Offsetting Financial Assets and Financial Liabilities (amendments to IAS 32), Recoverable Amount Disclosures for Non-Financial Assets (Amendments to IAS 36) and IFRIC 21 Levies. The adoption of these standards had no impact on the amounts recorded in the financial statements.

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
IFRS 15	Revenue from Contracts with Customers	January 1, 2017
IFRS 11 (Amendments)	Accounting for Acquisitions of Interests in Joint Operations	January 1, 2016
IFRS 9	Financial Instruments	January 1, 2018

The Company has not yet assessed the impacts of the above on the financial statements.

Annual Statement of Reserves 2014

Wentworth Resources Limited's ("Wentworth") classification of reserves follows the SPE/WPC/AAPG/SPEE Petroleum Resources Management System (SPE-PRMS) published in 2007. The system is a recognized resource classification system in accordance with the Oslo Stock Exchange Circular 1/2013 "Revised listing and disclosure requirements for oil and natural gas companies".

The SPE-PRMS uses "reserves", "contingent resources" and "prospective resources" to classify hydrocarbon resources of varying technical maturity and commercial viability. The maturity within each class is also described to help guide classification of a given asset.

Details of SPE-PRMS can be found at: http://www.spe.org/industry/reserves/prms.php

RESERVES

In this annual statement of reserves (the "ASR"), Wentworth reports the company's reserves, estimated by Wentworth in accordance with the SPE-PRMS standard. Economic limit tests have been performed based on a market forward oil price as at December 31, 2014 as well as the company's best assumptions of future operating costs.

In addition, Wentworth uses an external company (RPS Energy Consultants Limited) to perform an independent reserves analysis. Both the in-house and the independent reserves estimation follow SPE-PRMS.

As at December 31, 2014, Wentworth has reserves in the Mnazi Bay and Msimbati gas fields in Tanzania. Further information about the reserves, including the independent reserves analysis prepared by RPS, is available on Wentworth's website www.wentworthresources.com.

Wentworth's reserves overview is shown in Tables 1 and 2. The division is as suggested in Oslo Børs Circular 1/2013 Annex III, and the SPE PRMS reserves categories used is shown in brackets.

WENTWORTH RESOURCES LIMITED

Year ended December 31, 2014Results

Table 1: Wentworth reserves by asset

Developed assets (on production) as of 31.12.2014

	1P					2P
	Liquids	Gas		Interest	Net	Liquids	Gas		Interest	Net
	(MMstb)	(Bscf)	MMboe	%	MMboe	(MMstb)	(Bscf)	MMboe	%	MMboe
Mnazi Bay	-	82.9	13.8	31.94	3.46	-	127.4	21.2	31.94	4.84
Total	-	82.9	13.8	31.94	3.46	-	127.4	21.2	31.94	4.84

Under development (approved for development) as of 31.12.2014

	1P					2P
	Liquids	Gas		Interest	Net	Liquids	Gas		Interest	Net
	(MMstb)	(Bscf)	MMboe	%	MMboe	(MMstb)	(Bscf)	MMboe	%	MMboe
Mnazi Bay	-	196.4	32.7	31.94	7.90	-	315.5	52.6	31.94	11.07
Total	-	196.4	32.7	31.94	7.90	-	315.5	52.6	31.94	11.07

Non-developed assets (justified for development) as of 31.12.2014

	1P							2P
	Liquids	Gas		Interest	Net	Liquids	Gas		Interest	Net
	(MMstb)	(Bscf)	MMboe	%	MMboe	(MMstb)	(Bscf)	MMboe	%	MMboe
Mnazi Bay	-	-	-	31.94	-	-	-	-	31.94	-
Total	-	-	-	31.94	-	-	-	-	31.94	-

Total reserves as of 31.12.2014

	1P					2P
	Liquids	Gas		Interest	Net	Liquids	Gas		Interest	Net
	(MMstb)	(Bscf)	MMboe	%	MMboe	(MMstb)	(Bscf)	MMboe	%	MMboe
Mnazi Bay	-	279.2	46.5	31.94	11.36	-	443.0	73.8	31.94	15.91
Total	-	279.2	46.5	31.94	11.36	-	443.0	73.8	31.94	15.91

Year ended December 31, 2014Results

Table 2: Wentworth reserves development

			Under development		Non-developed assets
	Developed assets			(approved for		(justified for
		(on production)	development)		development)		Total
	1P Net	2P Net	1P Net	2P Net	1P Net	2P Net	1P Net	2P Net
	MMBoe	MMBoe	MMBoe	MMBoe	MMBoe	MMBoe	MMBoe	MMBoe
Balance as at 31.12.2013	-	-	-	-	-	-	-	-
Production	-	-	-	-	-	-	-	-
Acquisitions/disposals	-	-	-	-	-	-	-	-
Extensions and discoveries	-	-	-	-	-	-	-	-
New developments	3.46	4.84	7.90	11.07	-	-	11.36	15.91
Revisions of previous	-	-	-	-	-	-	-	-
estimates
Balance as at 31.12.2014	3.46	4.84	7.90	11.07	-	-	11.36	15.91

For conversion between gas volumes (scf) and oil equivalents (boe), Wentworth has used 6000 scf equals 1 boe.

Mnazi Bay, operated by Maurel et Prom, Wentworth 31.94%

The reserves for Mnazi Bay and Msimbati are based on detailed reservoir modelling.

CONTINGENT AND PROSPECTIVE RESOURCES

Wentworth's contingent resources are from discoveries in various stages of maturation towards development in the Mnazi Bay concession in Tanzania.

In accordance with guidelines from Oslo Stock Exchange, Wentworth does not quantify contingent resources in this ASR.

For a description and overview of our contingent resources, reference is made to Wentworth's homepage www.wentworthresources.com.

MANAGEMENT'S DISCUSSION AND ANALYSIS

The reported reserve estimates are based on standard industry practices and methodology such as decline analysis, reservoir modelling and geological and geophysical analysis. The evaluations and assessments have been performed by engineers with extensive industry experience, and the methodology and results have been quality controlled as part of the company's internal reserves estimation procedures. The 2P reserves estimate represents the expected outcome for the fields based on the performance observed to date, the company's understanding of the fields, and the planned activities in the licenses.

A third party independent assessment has been performed by RPS Energy Consultants Limited on all of Wentworth's fields categorized as reserves. The assessment is based on input data provided by Wentworth, as well as full access to subsurface data and licence documentation. RPS Energy Consultants Limited performed an independent review of reserves on this basis. The independent review concludes with a reserves estimate that is consistent with Wentworth's overall 2P estimate and hence serves as a verification of the Wentworth reserves estimate.

The information included herein may contain certain forward-looking statements that address activities, events or developments that Wentworth expects, projects, believes or anticipates will or may occur in the future. These statements are based on various assumptions made by Wentworth, which are beyond its control and are subject to certain additional risks and uncertainties. As a result of these factors, actual events may differ materially from those indicated in or implied by such forward-looking statements. These expectations, estimates and projections are generally identifiable by statements containing words such as "expects", "believes", "estimates" or similar expressions. Important factors that could cause actual results to differ materially from those expectations include, among others, technical, geological and geotechnical conditions, economic and market conditions in the geographical areas and industries that are or will be major markets for Wentworth, oil prices, changes in governmental regulations, interest rates, fluctuations in currency exchange rates and such other factors as may be discussed from time to time in the ASR. Although Wentworth believes that its expectations and this ASR are based upon reasonable assumptions, the company cannot give any assurance that the expectations will be achieved or that the actual results will be as set out in the ASR. None of Wentworth's directors, employees or advisors makes any representation or warranty, expressed or implied, as to the accuracy, reliability or completeness of any information contained in the ASR, and no such persons shall have any liability whatsoever arising directly or indirectly from the use of this ASR.

Total net proven reserves (1P) as of December 31, 2014 for Wentworth are estimated at 11.36 million barrels of oil equivalents (boe) and the 2P net reserve estimate for Wentworth's portfolio is 15.91 million barrels of oil equivalents (boe) compared to no reserves for the year end 2013. This increase is the result of the Mnazi Bay Partners entering into a gas sales agreement with Tanzania Petroleum Development Corporation on September 12, 2014 and the anticipated completion of the Madimba to Dar es Salaam pipeline system in 2015.

Geoffrey Bury Managing Director Wentworth Resources Limited

WENTWORTH RESOURCES LIMITED

Year ended December 31, 2014Results

GLOSSARY

Bscf	Billion standard cubic feet
BOE or boe	Barrels of oil equivalent
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
GIIP	Gas Initially In Place
MMbbl	Million barrels
MMboe	Million barrels of oil equivalent
NPV	Net present value (at a specified discount rate and specified discount date)
PDP	Proved developed producing
1P	Proved Reserves, those quantities of petroleum, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be commercially recoverable, from a given date forward, from known reservoirs and under defined economic conditions, operating methods, and government regulations.
2P	Proved + Probable Reserves, those additional Reserves which analysis of geoscience and engineering data indicate are less likely to be recovered than Proved Reserves but more certain to be recovered than Possible Reserves. It is equally likely that actual remaining quantities recovered will be greater than or less than the sum of the estimated Proved plus Probable Reserves
3P	Proved + Probable + Possible Reserves, those additional reserves which analysis of geoscience and engineering data suggest are less likely to be recoverable than Probable Reserves.
Prospective Resources	Deposits that are estimated, on a given date, to be potentially recoverable from accumulations yet to be discovered
Reserves	Quantities of petroleum anticipated to be commercially recoverable by application of development projects to known accumulations from a given date forward under defined conditions.
TPDC	Tanzania Petroleum Development Corporation
WI	Working interest attributable to Wentworth

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 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 March 13, 2015

Directors

Robert P. McBean John W.S. Bentley

Richard Schmitt

Non-Executive Director

Executive Management Geoffrey Bury Managing Director

Executive Chairman Deputy Chairman

Cameron Barton Neil B. Kelly Non-Executive Director Non-Executive Director

Responsibility Statement

We confirm that, to the best of our knowledge, the audited annual consolidated financial statements for the year ended December 31, 2014, 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 March 13, 2015

Directors

Robert P. McBean John W.S. Bentley

Executive Chairman Deputy Chairman

Cameron Barton Neil B. Kelly

Non-Executive Director Non-Executive Director

Richard Schmitt

Non-Executive Director

Executive Management Geoffrey Bury Managing Director

Reporting – Payments to Governments Statement

This country-by-country report has been developed to comply with the legal requirements in the Norwegian Accounting Act ("Regnskapsloven") § 3-3d and the Norwegian Security Trading Act ("Verdipapirhandelloven") § 5-5a, valid from 2014. The detailed regulation can be found in the regulation "Forskrift om land-for-land rapportering". In 2014, the Company was engaged in extracting activities encompassed by the legislation above in the following countries: Tanzania and Mozambique. This report discloses relevant payments to governments for extractive activities in the countries above, in addition to some contextual information as required by the regulation in the "Forskrift om land-for-land rapportering".

DEFINITIONS

Government

In the context of this report, a government means any national, regional or local authority of a country. It includes a department, agency or undertaking controlled by that authority.

Project

For this reporting a project is defined as an investment in a concession agreement.

Materiality

As per the "Forskrift om land-for-land rapportering" payments made as a single payment, or as a series of connected payments that equal or exceed Norwegian kroner 800.000 (\$107,346 at the December exchange rate of 1 Norwegian kroner equals 0.13428 United States Dollars) during the year are disclosed.

Reporting currency

Payments to governments are converted from the functional currency of each legal entity into the presentation currency, United States Dollars (USD). The payments for entities whose functional currencies are other than USD are converted into USD at the foreign exchange rate at the average annual rate.

PAYMENTS TO GOVERNMENTS AND CONTEXTUAL INFORMATION

The consolidated overview below discloses the sum of company's payments to governments in each individual country where extractive activities are performed, per payment type and country/project.

				Contractual	Voluntary
		Revenue &		infrastructure	Infrastructure
in USD thousands	Taxes	Royalties	Licenses	improvements	improvements	Total
Country/Project
1 - Tanzania/Mnazi Bay
Concession	617	265	-	-	-	882
2 - Mozambique/Onshore
Rovuma Concession	340	-	-	-	-	340
Total	957	265	-	-	-	1,222

TANZANIA / MNAZI BAY CONCESSION

The Company holds a 31.94 percent participation interest in the onshore Mnazi Bay Concession, with Maurel et Prom (the Operator) holding 48.06 percent and Tanzania Petroleum Development Corporation holding 20 percent (collectively, the "Mnazi Bay JV Partners". The government issued a Development License to the Concession owners to develop oil and gas and this License expires in 2031.

Tanzania / Mnazi Bay Concession - payments per government

in USD thousands	Taxes	Revenue& Royalties	Licenses	Contractual infrastructure improvements	Voluntary Infrastructure improvements	Total
Government 1 (Federal) Government 2 (Municipality) Government 3 (State owned	617 -	- -	- -	- -	- -	617 -
company)	-	265	-	-	-	265
Total	617	265	-	-	-	882

MOZAMBIQUE / ONSHORE ROVUMA CONCESSION

The Company holds a 11.59 percent participation interest in the Rovuma Onshore Block, with Anadarko Petroleum Corporation (the Operator) holding 35.70 percent, Maurel & Prom holding 27.71 percent, PTTEP holding 10% and EHN holding 15 percent (collectively, the "Rovuma JV Partners". The Rovuma Onshore Concession grants the right to explore for oil and gas and it expires on August 31, 2015.

Mozambique / Rovuma Onshore Block - payments per government

in NOK thousands	Taxes	Royalties	Licenses	Contractual infrastructure improvements	Voluntary Infrastructure improvements	Total
Government 1 (Federal)	340	-	-	-	-	340
Government 2 (Municipality) Government 3 (State owned	-	-	-	-	-	-
company)	-	-	-	-	-	-
Total	340	-	-	-	-	340

LEGAL ENTITIES BY COUNTRY

As per the "Forskrift om land-for-land rapportering" it's required that the Company report on certain contextual information at corporate level. This includes information on localization of subsidiary, employees per subsidiary and interests paid to other legal entities within the group.

Jurisdiction	Legal entity	Ownership	Employees	Interests paid to a group legal entity in another jurisdiction
Tanzania	Wentworth Gas Limited	100%	16	Nil
Cyprus	Cyprus Mnazi Bay Limited	39.925%	-	Nil
Mozambique	Wentworth Mocambique Petroleos, Limitada	100%	-	Nil
Total			16	Nil

Responsibility statement

We confirm to the best of our knowledge that the country-by-country report for 2014 has been prepared in accordance with the Norwegian Security Trading Act §5-5a.

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

Year ended December 31, 2014Results

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.

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Wentworth is incorporated in Canada and is listed on the Oslo Stock Exchange (ticker: WRL) and the AIM market of the London Stock Exchange (ticker: WRL). The Company has offices in Calgary, Canada and Dar es Salaam, Tanzania.

For more information on Wentworth Resources Limited visit www.wentworthresources.com.

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Forward-Looking and Cautionary Statements

Certain statements made herein, other than statements of historical fact relating to Wentworth, are forwardlooking statements. These include, but are not limited to, statements with respect to anticipated business activities, planned expenditures, including those relating to the exploration, development and production of its petroleum assets, corporate strategies, participation in projects and financing operations, the outcome of development activities in the exploration for, appraisal of, and development and operations relating to oil and natural gas in Tanzania and Mozambique, technical risks and resource potential of the drilling prospects, and the financing and timing of construction and the field development plan for the Mnazi Bay Concession, and other statements that are not historical facts. When used in this MD&A, the words such as "could", "plan", "estimate", "expect", "intend", "may", "potential", "should" and similar expressions, are forward-looking statements. Although the Company believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Important factors that could cause actual results to differ from these forward-looking statements include those described under the heading "Risk Factors" elsewhere in this MD&A. The reader is cautioned not to place undue reliance on forward-looking statements. The Company assumes no obligation to update forward looking statements except to the extent required by applicable securities laws.

All such forward-looking information is based on certain assumptions and analysis made by management in light of experience and perception of historical trends, current conditions and expected future developments, as well as other factors Wentworth believes 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.