WENTWORTH RESOURCES LIMITED

INFORMATION CIRCULAR

FOR THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON

JUNE 23, 2015

DATED MAY 19, 2015

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

The annual and special meeting (the "Meeting") of common shareholders (the "Shareholders") of Wentworth Resources Limited (the "Corporation") will be held at Hotel Continental, Stortingsgaten 24/26, Oslo, Norway on Tuesday, June 23, 2015, at 10:00 a.m. (CEST) for the following purposes:

1. to receive and consider the Corporation's consolidated financial statements for the year ended December 31, 2014 together with the auditor's report thereon ("Annual Financial Statements");
1. to elect the five nominees set out in the accompanying information circular of the Corporation dated May 19, 2015 ("Information Circular") as directors of the Corporation;
1. to appoint auditors for the ensuing year and to authorize the board of directors of the Corporation to fix the remuneration to be paid to the auditors;
1. to consider and approve the advisory guidelines as described in the Statement on the Determination of Compensation of Executive Personnel attached as Schedule "A" to the Information Circular;
1. to consider and approve the binding guidelines as described in the Statement on the Determination of Compensation of Executive Personnel attached as Schedule "A" to the Information Circular; and
1. to transact such other business as may be properly brought before the Meeting or any adjournments thereof.

The details of the matters proposed to be put before the Meeting are described in the Information Circular.

Only registered Shareholders of record at the close of business on May 22, 2015 (the "Record Date") will be entitled to receive notice of and to vote at the Meeting or any adjournment thereof. If after the Record Date, a registered holder of record transfers common shares and the transferee, upon establishing ownership of the common shares, demands, not later than 10 days before the Meeting, that the transferee's name be included in the list of Shareholders entitled to vote, then such transferee shall be entitled to vote such common shares at the Meeting.

Registered Shareholders may vote in person at the Meeting or any adjournment(s) thereof, or they may appoint another person (who need not be a Shareholder) as their proxy to attend and vote in their place. Registered Shareholders who are unable to attend the Meeting in person are requested to complete and sign the form of proxy ("Form of Proxy") sent to Shareholders and to deposit it with the Corporation's registrar and transfer agent, Capita Registrars Limited ("Capita"), of 34 Beckenham Road, Kent BR3 4TU, at least 48 hours (excluding Saturdays, Sundays and holidays in Alberta, Canada) prior to the time of the Meeting, or any adjournment(s) thereof, in order for it to be valid and acted upon at the Meeting.

A copy of the Information Circular, Annual Financial Statements, Annual Report and Form of Proxy are available on the Corporation's website at www.wentworthresources.com.

DATED at the City of Calgary, in the Province of Alberta, this 19 day of May, 2015.

BY ORDER OF THE BOARD OF DIRECTORS OF WENTWORTH RESOURCES LIMITED

Per: (signed) "Robert P. McBean"

Robert P. McBean Chairman of the Board

WENTWORTH RESOURCES LIMITED

INFORMATION CIRCULAR DATED MAY 19, 2015

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, JUNE 23, 2015

MANAGEMENT SOLICITATION OF PROXIES

This Information Circular is provided in connection with the solicitation of proxies by the management of Wentworth Resources Limited ("Wentworth" or the "Corporation") for use at the annual and special meeting of holders (the "Shareholders") of common shares ("Common Shares") of the Corporation that will be held at the Hotel Continental, Stortingsgaten 24/26, Oslo, Norway on Tuesday, June 23, 2015, at 10:00 a.m. (CEST) and at any adjournment thereof (the "Meeting"), for the purposes set forth in the accompanying Notice of Annual Meeting ("Notice of Meeting"). Although it is expected that the solicitation of proxies will be primarily by mail, proxies may be solicited personally or in person, by telephone, facsimile, or other electronic or telecommunication device by directors, officers or employees of the Corporation who will not be specifically remunerated therefor. The cost of any such solicitation will be borne by the Corporation.

This Information Circular is prepared in accordance with the Business Corporations Act (Alberta) ("ABCA") including the regulations thereunder, the corporate statute that governs the Corporation as a result of being incorporated pursuant to the laws of the Province of Alberta, Canada. Consequently, the content of this Information Circular may be different from other companies that have their primary listing on the Oslo Stock Exchange ("Oslo Børs"). The Common Shares are also quoted for trading on the AIM Market of the London Stock Exchange ("AIM"). The Corporation has also reported in accordance with the Norwegian Code of Practice of October 30, 2014 (the "Code") and the UK Corporate Governance Guidelines. This Information Circular is to be read in conjunction with the 2014 annual report that contains disclosure on the Corporation's Norwegian Corporate Governance compliance (collectively the "Annual Report").

The information in this Information Circular is given as of May 19, 2015, unless otherwise indicated.

SHAREHOLDERS ELIGIBLE TO VOTE AT THE MEETING

The Corporation has established a record date of May 22, 2015 (the "Record Date") for persons entitled to receive notice of and to vote at the Meeting, and only registered Shareholders of record as of the close of business on the Record Date are entitled to receive notice of and to vote their Common Shares at the Meeting unless after May 22, 2015 a registered Shareholder of record transfers Common Shares and the transferee, upon establishing ownership of the Common Shares, demands, not later than 10 days before the Meeting, that the transferee be included on the list of Shareholders entitled to vote such Common Shares at the Meeting. See also "Voting Shares and Principal Holders Thereof" and "Voting by Proxy for Registered Shareholders" below.

A significant number of persons who beneficially own Common Shares hold such Common Shares as Depositary Interests ("DIs"), in a brokerage account or through some other intermediary. In almost all cases, a person whose Common Shares are held as DIs, through a broker or other intermediary, will not be a registered Shareholder. Beneficial Shareholders (as defined below) should note that only proxies deposited by registered Shareholders (i.e., Shareholders whose names appear on the records of the Corporation) will be recognized and acted upon at the Meeting. Beneficial Shareholders should therefore ensure that instructions regarding the voting of their Common Shares are properly communicated to the appropriate person (i.e. registered Shareholders) well in advance of the Meeting. See "Voting Directions for Non-Registered Beneficial Holders" below.

NOTICE TO SHAREHOLDERS

The Common Shares of Wentworth are listed on AIM and the Oslo Børs.

AIM

Trades in the securities, including the Common Shares, quoted on AIM must be settled in the first instance in the CREST settlement system maintained by Euroclear UK and Ireland ("Euroclear"). The CREST settlement system is a system that allows securities to be transferred electronically in dematerialized form from one person's CREST account to another without the need to use share certificates or written instruments of transfer.

Securities issued by the Corporation, being a corporation incorporated outside of the United Kingdom, cannot be held or transferred in CREST. Therefore, in order to enable investors to hold and transfer such securities through CREST, any CREST member must request to have their holding dematerialized and hold the relevant securities as DIs representing the underlying securities, which are then held in trust for the holders of the DIs. The DIs are issued and administered by Capita IRG Trustees Limited (the "Depository"), which provides a DI facility and other registration services to the Corporation.

CREST is a voluntary system and holders of Common Shares who wish to receive and retain share certificates are be able to do so. No temporary documents of title will be issued by the Corporation. The Common Shares have not themselves been admitted to CREST. Instead, the Depository will issue DIs in respect of the underlying Common Shares. The DIs representing the underlying Common Shares will be independent securities constituted under English law and capable of being held and transferred through CREST. The DIs will have the same ISIN as the underlying Common Shares and will not require a separate listing on AIM.

In the case of Common Shares held in uncertificated form as DIs, the Depository will be responsible for keeping the records of such holdings, and will report to the Corporation from time to time.

The Common Shares traded on AIM (through DIs) can be transferred to the Oslo Børs and into VPS Interests (as defined below) and vice versa. Shareholders wishing to transfer stock from DIs to the VPS can do so through their broker. Movements from the VPS to trading on AIM as DIs can also be made in this manner. In such a way, the Common Shares can be traded on the Oslo Børs or AIM, irrespective of the jurisdiction in which the investor is based. However, it should be noted that if cross border delivery is required this may slow down the settlement time so investors are advised to discuss this with their broker at the time any trade is placed.

Oslo Børs

The Common Shares are also listed on the Oslo Børs and are registered with the Norwegian Central Securities Depository, also known as "Verdipapirsentralen" ("VPS"), a Norwegian corporation operating a computerized book-based entry system in which ownership, encumbrances and transactions related to securities listed on the Oslo Børs are recorded. A requirement of being listed on the Oslo Børs is that a record of the ownership of the Common Shares traded on the Oslo Børs must be registered with the VPS. Nordea Bank Norge ASA (the "VPS Registrar") is the registrar of the Corporation in accordance with the terms set out in a registrar agreement entered into between the Corporation and the VPS Registrar.

In order that Common Shares traded on the Oslo Børs can be more easily transferred between the Oslo Børs and AIM (as referred to above), the VPS Registrar is registered as the holder of DIs (representing Common Shares) in aggregate equivalent to the amount of the Common Shares traded on the Oslo Børs. Neither the Common Shares nor the DIs themselves are traded on the Oslo Børs and the VPS Registrar instead registers beneficial interests (deposit rights) in the Common Shares in VPS ("VPS Interests") for the purposes of such VPS Interests (themselves representing Common Shares) being traded on the Oslo Børs. The VPS Registrar holds the DIs as nominee on behalf of each beneficial holder of the underlying Common Shares. The VPS Registrar registers each Shareholder's ownership of Common Shares traded as VPS Interests on the Oslo Børs in each such Shareholder's VPS account. Each Shareholder's ownership rights in respect of the underlying Common Share represented by each VPS Interest will be registered in the VPS under the category of a "share" and the relevant Shareholder's ownership of the VPS Interest will be listed and traded on the Oslo Børs. Each VPS Interest registered with the VPS will evidence the relevant holder's beneficial ownership of one Common Share.

The Common Shares held on the VPS Register, which remain listed and traded on the Oslo Børs, may be transferred into DIs held through CREST and vice versa. Shareholders wishing to transfer stock from the VPS Register to a DI can do so through their broker. Movements from CREST to the VPS Register can also be made.

VOTING BY PROXY FOR REGISTERED SHAREHOLDERS

The following instructions are for registered Shareholders only. Only registered Shareholders or their duly appointed proxyholders are permitted to vote at the Meeting.

Each registered Shareholder must complete and submit a form of proxy ("Form of Proxy"), a copy of which will be sent to each registered Shareholder, to vote their Common Shares no later than 48 hours (excluding Saturdays, Sundays and holidays in Alberta, Canada) prior to the time of the Meeting, or any adjournment(s) thereof.

Appointment and Revocation of Proxies

The persons named in the Form of Proxy are officers and directors of the Corporation ("management designees"). A registered Shareholder submitting a proxy has the right to appoint a person (who need not be a Shareholder) to represent the Shareholder at the Meeting other than the person or persons designated in the Form of Proxy furnished by the Corporation. To exercise this right, the Shareholder must cross out the names of the management designees and legibly insert the name of the desired representative in the blank space provided in the Form of Proxy or by submitting another appropriate proxy. To be effective, and acted upon, a properly executed and completed Form of Proxy must be deposited with Capita, at 34 Beckenham Road, Kent BR3 4TU by 10:00 a.m. (BST) on June 19, 2015, being 48 hours (excluding Saturdays, Sundays and holidays in Alberta) prior to the time of the Meeting, or at least 48 hours prior to any adjournment(s) thereof (excluding Saturday, Sundays and holidays in Alberta, Canada). The Form of Proxy must be in writing and must be executed by the Shareholder or the Shareholder's attorney authorized in writing, or, if the Shareholder is a corporation, under its corporate seal, by an officer or attorney, authorized in writing. A proxy signed by a person acting as attorney, executor, administrator, trustee or in some other representative capacity must, in the space provided in the Form of Proxy, indicate his or her capacity to act and must provide evidence of his or her qualification and authority to act. If you return the Form of Proxy to Capita and have left the line for the proxyholder's name blank, then the Chair (or his alternate) will automatically become your proxy holder.

A registered Shareholder that has given a proxy may revoke it by (a) depositing an instrument in writing executed by the Shareholder or by the Shareholder's attorney authorized in writing at (i) the registered office of the Corporation at any time up to and including the day before the last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used, or (ii) with the Chairman of the Meeting on the day of the Meeting, or any adjournment thereof, prior to commencement; or (b) in any other manner permitted by law. If the Shareholder is a corporation, a revoked proxy must be effected in its name under the corporate seal or by an officer or attorney of the corporation.

Exercise of Discretion by Proxy Holder

All Common Shares represented at the Meeting by properly executed proxies will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for, and, if the Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. IN THE ABSENCE OF ANY SUCH DIRECTION, SUCH COMMON SHARES WILL BE VOTED IN FAVOUR OF THE MATTERS SET OUT IN THE NOTICE OF MEETING HEREIN. The Form of Proxy also confers discretionary authority on the persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting.

At the time of printing this Information Circular, management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice of Meeting. If any such matter or if any amendments to, or variations of, the matters identified in the Notice of Meeting should properly come before the Meeting, proxies received pursuant to this solicitation will be voted on such matters, amendments or variations in accordance with the best judgement of the persons voting the proxy.

VOTING DIRECTIONS FOR NON-REGISTERED BENEFICIAL HOLDERS

Holders of Depository Interests, holders of VPS Interests and holders of Common Shares held through a broker or Nominee ("Beneficial Shareholders").

A. Beneficial Shareholders who hold their Common Shares through the Depository as at the Record Date.

Holders of Depository Interests can direct the Depository how to vote their shares or abstain from voting by completing, signing and returning the enclosed Form of Direction for use at the Meeting which is enclosed with this Information Circular (the "Form of Direction"). To be valid, the Form of Direction must be filled out, correctly signed (exactly as your name appears on the Register of Depository Interests), and delivered to Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, United Kingdom, by 10:00 a.m. (BST) on Thursday, June 18, 2015, or 72 hours prior to any reconvened Meeting in the event of an adjournment of the Meeting (excluding Saturday, Sundays and holidays in Alberta, Canada and / or the United Kingdom). The Depository will then vote or abstain from voting on the holders of Depository Interests' behalf at the Meeting, as instructed in the Form of Direction.

Alternatively, holders of Depository Interests can vote using the CREST electronic proxy voting service by using the procedures described in the CREST manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed voting service provider(s) should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for an instruction made by means of CREST to be valid, the appropriate CREST message must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST manual. The message must, in order to be valid, be transmitted so as to be received by the issuer's agent, Capita Registrars Limited (CREST Participant ID RA10) by 10:00 a.m. (BST) on June 18, 2015 being 72 hours before the Meeting (excluding Saturday, Sundays and holidays in Alberta, Canada and / or the United Kingdom). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST applications host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of a proxy appointment or instruction made by means of CREST, having been properly authenticated in accordance with Euroclear's specifications, containing all information required for such instructions (a "CREST Proxy Instruction"). It is therefore the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings.

The Corporation may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) of the United Kingdom Uncertificated Securities Regulations 2001.

B. Beneficial Shareholders who hold VPS Interests

Holders of VPS Interests must complete and submit a form of proxy ("VPS Form of Proxy"), a copy of which will be sent to each holder of VPS Interests, to the VPS Registrar, Nordea Bank Norge ASA, Securities Services – Issuer Services, P.O. Box 1166 Sentrum, N–0107, Oslo, Norway, to vote their Common Shares no later than 10:00 a.m. (BST) / 11:00 a.m. (CEST) on Friday, June 19, 2015, or at least 48 hours (excluding Saturdays, Sundays and holidays in Norway

and / or Alberta, Canada) prior to any reconvened Meeting in the event of an adjournment of the Meeting. The VPS Registrar will then vote or abstain from voting on your behalf at the Meeting, as instructed in the VPS Form of Proxy. VPS Proxy Forms may also be submitted prior to the above deadline by email to [email protected] or by fax to +47 22486349.

C. Beneficial Shareholders who hold their Common Shares through a broker or a nominee

If Common Shares are beneficially held through a broker or nominee, these Beneficial Shareholders are not entitled to vote in person or by proxy at the Meeting. Instead these Beneficial Shareholders must give their voting instructions to their broker or nominee. Each broker or nominee should solicit from their customers, directions on how to vote the Common Shares, and the broker or nominee (if applicable) must then vote such Common Shares in accordance with those instructions (whether through the Depository or otherwise). The broker or nominee will give the Beneficial Shareholders directions on how to instruct the broker to vote their shares. The broker or nominee will not be able to vote the Beneficial Shareholders Common Shares unless the broker receives appropriate instructions from the Beneficial Shareholders.

Revoking Voting Instructions

If the holders of Common Shares want to revoke voting instructions, in the case of Shareholders holding their Common Shares beneficially through the Depository, voting instructions may be revoked prior to its exercise by:

giving written notice of the revocation to Capita Registrars; or
properly completing and executing a later-dated voting instruction and delivering it to Capita, by 10:00 a.m. (BST) on Thursday, June 18, 2015, being 72 hours before the Meeting, or 72 hours (excluding Saturdays, Sundays and holidays in Alberta and / or the United Kingdom) prior to any reconvened Meeting in the event of an adjournment or postponement of the Meeting.

If the holders of Common Shares want to revoke voting instructions, in the case of Shareholders holding their Common Shares beneficially through the VPS Interests, voting instructions may be revoked prior to its exercise by:

giving written notice of the revocation to the VPS Registrar; or
properly completing and executing a later-dated VPS Proxy Form and delivering it to the VPS Registrar at Nordea Bank Norge ASA, Securities Services – Issuer Services, P.O. Box 1166 Sentrum, N–0107, Oslo, Norway, or sending it by fax to +47 22486349 or via email to [email protected], so that it is received by 10:00 a.m. (BST) / 11:00 a.m. (CEST) on Friday, June 19, 2015, or at least 48 hours (excluding Saturdays, Sundays and holidays in Norway and / or Alberta, Canada) prior to any reconvened Meeting in the event of an adjournment of the Meeting.

If the holders of Common Shares want to revoke voting instructions, in the case of Shareholders holding their Common Shares beneficially through a broker or nominee, voting instructions may be revoked prior to its exercise by following the procedure provided by the broker to change those voting instructions.

NOTICE-AND-ACCESS

Although the Corporation is not a reporting issuer under Canadian securities laws, the Corporation has elected to use a Notice-and-Access model to send proxy-related materials to Shareholders (Beneficial Shareholders as well as registered Shareholders) for this Meeting similar to the approach provided for reporting issuers under National Instrument 54-101 – Communication with Beneficial Owners of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations ("Notice-and-Access"). Notice-and-Access is a new set of rules developed by the Canadian Securities Administrators that reduces the volume of materials that must be physically mailed to Shareholders by allowing a reporting issuer to post its Information Circular and any additional materials online.

Shareholders will still receive a notification of this Meeting and the associated proxy documentation and may choose to receive a hard copy of the Information Circular, as well as a hard copy of the Corporation's annual report containing the audited financial statements of the Corporation for the year ended December 31, 2014. The Corporation will not use procedures known as 'stratification' in relation to the use of Notice-and-Access. Stratification occurs when an issuer using Notice-and-Access provides a paper copy of its Information Circular to some shareholders only with the notice package.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Corporation was incorporated under the name Artumas Group Inc. pursuant to the ABCA on August 8, 2000. Since its incorporation, the Corporation has amended its articles of incorporation filed with the Alberta Registrar of Corporations as follows: (i) on July 11, 2003, the issued and outstanding common shares of the Corporation were divided on a 1:10,000 basis; (ii) on March 10, 2004, the restriction on the transfer of shares, the restriction on the number of shareholders of the Corporation to 50 exclusive of those employed or formerly employed by the Corporation and the prohibition on any invitation to the public to subscribe for the Corporation's securities were removed; (iii) on October 14, 2009, the issued and outstanding common shares of the Corporation were consolidated on a 100:1 basis; (iv) on September 17, 2010, the Corporation changed its name from Artumas Group Inc. to Wentworth Resources Limited; and (v) on May 8, 2012, certain amendments were made to permit shareholder meetings to be held outside of Alberta, Canada and to require Shareholders to notify the Corporation in respect of their shareholdings in compliance with Rule 17 of the AIM Rules (collectively, the "Articles").

The authorized capital of the Corporation is comprised of an unlimited number of Common Shares without nominal or par value and an unlimited number of preferred shares, issuable in series, without nominal or par value. As at the date of this Information Circular, the Corporation has 154,122,700 Common Shares issued and outstanding, 9,950,000 Common Shares issuable upon the exercise of stock options and 5,000,000 Common Shares issuable upon the exercise of warrants. There are no preferred shares or options to purchase preferred shares outstanding.

Only Shareholders of record at the close of business on the Record Date will be entitled to receive notice of and to vote their Common Shares, either in person or by proxy, at the Meeting, or any adjournment(s) thereof on the basis of one vote for each Common Share held. If after the Record Date, a holder of record has transferred ownership of Common Shares, and the transferee establishes ownership of the Common Shares and demands, not later than 10 days before the Meeting, that the transferee's name be included in the list of Shareholders entitled to vote, then such transferee shall be entitled to vote such Common Shares at the Meeting.

By-Law No. 1 of the Corporation provides that a quorum of Shareholders exists if at least one person is present holding or representing by proxy not less than 5.0% of the shares entitled to vote at the Meeting.

To the knowledge of the directors and executive officers of the Corporation, as of the date hereof, no person or company beneficially owns, or controls or directs, directly or indirectly, Common Shares carrying 10.0% or more of the voting rights attached to the outstanding Common Shares.

PARTICULARS OF MATTERS TO BE ACTED ON AT THE MEETING

To the knowledge of the Corporation's directors, the only matters to be brought before the Meeting are those set forth in the accompanying Notice of Meeting. It is the intention of the management designees, if named as proxy, to vote in favour of all of the following:

1. Financial Statements and Auditors' Report

The audited financial statements of the Corporation for the year ended December 31, 2014, together with the auditors' report thereon will be presented and placed before Shareholders at the Meeting. No formal action is required in respect of this matter. The board of directors of the Corporation (the "Board") approved the financial statements upon the recommendation of the audit committee of the Corporation (the "Audit Committee") prior to delivery of the same to Shareholders.

2. Election of Directors

The Board currently consists of five directors, those being Robert P. McBean, John W.S. Bentley, Cameron Barton, Neil B. Kelly and Richard Schmitt. The following directors have been nominated for re-election at the Meeting: Robert P. McBean, John W.S. Bentley, Cameron Barton, Neil B. Kelly and Richard Schmitt. The Board has determined to fix the number of directors at five and, other than the five directors nominated for re-election, no other nominees are proposed for election as a director. In addition, the Articles currently allow the Board to appoint one or more additional directors between annual meetings to serve until the next annual meeting, but the number of additional directors shall not at any time exceed one-third of the number of directors who held general office at the expiration of the last annual meeting of the Corporation. Each person elected as a director of the Corporation will hold office until the close of the next annual meeting of Shareholders, until his successor is duly elected or appointed or his office is earlier vacated in accordance with the ABCA, the Articles and by-laws of the Corporation.

It is proposed that the persons named below be nominated at the Meeting. Unless otherwise directed, the management designees, if named as proxy, will vote in favour of the election of such persons as directors of the Corporation. Management does not anticipate that any such nominee will be unable to serve as a director.

The following table sets forth the names and municipalities of residence, the number and percentage of Common Shares beneficially owned, controlled or directed, directly or indirectly as at the date hereof, the offices held, the periods served as directors and the present principal occupation, business or employment of the persons nominated for election as directors of the Corporation and the principal occupation, business or employment of each within the five preceding years:

Name and Jurisdiction and Country of Residence	Offices Held and Date first became a Director	Present Principal Occupation and Past 5 Years	Number and Percentage of Common Shares Beneficially Owned or Controlled
Robert P. McBean(2)(3)(4) Dubai, United Arab Emirates	Executive Chairman Director since July 26, 2010	Mr. McBean is a mechanical engineer with over 40 years' experience in the upstream, midstream, and downstream oil and gas industries. He is an accomplished energy project developer and both a private and public company senior executive and director. His past accomplishments include: originating, developing and serving as the first Managing Director of Qatar Fuel Additives Company, a world-scale methanol and methyl tertiary butyl ether petrochemicals facility in Qatar; originating, developing and then serving as the first Managing Director of Dubai Natural Gas Company ("DUGAS"), an associated gas LPG processing facility in Dubai; and co-founding Scarboro Resources with interests and operations in Italy, Libya, Abu Dhabi, Indonesia, France, Pakistan and Canada.	8,903,637 / 5.78%
John W.S. Bentley(1)(2)(3) London, U.K.	Non-executive Deputy Chairman Director since August 1, 2007	Mr. Bentley, an independent businessman, has over 40 years of experience in international natural resource corporations at both the executive management and board level. He has a degree in Metallurgy from Brunel University. Mr. Bentley has had a specific focus in the upstream oil and gas industry in Africa having been 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. He is currently non-executive chairman of Faroe Petroleum plc, and a non-executive director of Africa Energy Corp. and Kea Petroleum plc.	368,202 / 0.24%
Cameron Barton(1)(3) Calgary, Alberta, Canada	Director since January 26, 2009	Mr. Barton has over 30 years of finance and accounting experience within the energy industry and has held senior financial executive positions for multinational corporations in both Canada and New Zealand. He is currently serving as Executive Advisor in a consulting capacity to Sanjel Corporation, Canada's largest independently owned international oil and gas pumping services company, having formerly held the position of group CFO for a term of 5 years. Before joining Sanjel, Mr. Barton was the former President, CEO and CFO Artumas Group Inc. (now Wentworth). Mr. Barton served three years as Vice President and General Manager, and as Vice President of Finance (Canadian Western Region), for Direct Energy Marketing Limited (owned by Centrica plc in the UK). He also worked three years with Alberta's largest transmission owner, AltaLink L.P., in the position of Vice President Business Development. Mr. Barton enjoyed 18 years with TransAlta Corporation, holding various management positions including Director of Financial Operations for their Transmission, Distribution and Retail business. Mr. Barton received his Bachelor's degree from the University of Lethbridge and is a Certified Member of the Society of Management Accountants of Alberta.	1,530,291 / 0.99%
Neil B. Kelly(1)(2)(4) Vancouver, British Columbia, Canada	Director since July 26, 2010	Mr. Kelly is a 40+ year veteran of the upstream, midstream, and downstream oil and gas industries. He held managerial positions responsible for the operation of both major offshore (Norway) and onshore oil and gas facilities (Nigeria and Indonesia). Prior to his retirement from ExxonMobil he was Managing Director of Ras Laffan LNG Company	912,815 / 0.59%

Name and Jurisdiction and Country of Residence	Offices Held and Date first became a Director	Present Principal Occupation and Past 5 Years	Number and Percentage of Common Shares Beneficially Owned or Controlled
		(RasGas) in the State of Qatar. In this role he oversaw the development of the company and the construction of the LNG plant, and the offshore gas production facilities to provide feedstock to the plant. This multi-billion US dollar project was started up ahead of schedule and on budget. 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. Mr. Kelly is a registered Professional Engineer in the Province of British Columbia, Canada and has both B.Sc. and M.Sc. degrees in Mechanical Engineering.
Richard Schmitt(4) Calgary, Alberta, Canada	Director since March 17, 2011	Mr. Schmitt holds a B.Sc. in Geological Sciences from the University of Aston in Birmingham, United Kingdom. Mr. Schmitt has over 37 years of diverse international experience in the upstream oil and gas industry with expertise in exploration, exploitation, operations and new ventures. A significant part of his career was spent managing and developing projects in Yemen, culminating in 5 years as Occidental's President and General Manager in that country. He was President and CEO of Africa Oil Corp. from 2006 until 2009. Mr. Schmitt became President & CEO of Black Marlin Energy with exploration projects in Seychelles, Kenya, Madagascar and Ethiopia. A public listing on the TSX Venture Exchange was secured in March, 2010 and aggressive exploration programs implemented in all of those jurisdictions. The company was subsequently acquired by Afren PLC in October, 2010 and Mr. Schmitt was retained as CEO of Afren EAX. Mr. Schmitt left Afren EAX on January 31, 2011 and became CEO of the Corporation from April 1, 2011 until August 31, 2011. He was President and CEO of Africa Oil Corp. from 2006 until 2009. Mr. Schmitt holds a B.Sc. in Geological Sciences from the University of Aston in Birmingham, United Kingdom.	Nil/Nil

Notes:

(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
(3) Member of the Governance and Nomination Committee.
(4) Member of the Reserves Committee.

Orders

To the knowledge of management of the Corporation, no proposed director is, as at the date hereof, or has been within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company (including the Corporation) that: (a) was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or (b) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer. For the purposes hereof, "order" means any of the following that was in effect for a period of more than 30 consecutive days: (a) a cease trade order; (b) an order similar to a cease trade order; or (c) an order that denied the relevant company access to any exemption under securities legislation.

Bankruptcies

Except as disclosed below, to the knowledge of management of the Corporation, no proposed director of the Corporation: (a) is, as at the date hereof, or has been within the 10 years before the date hereof, a director or executive officer of any company (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (b) has, within the 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Mr. Robert McBean, is a director of GASFRAC Energy Services Inc. ("GASFRAC"), a reporting issuer listed on the Toronto Stock Exchange. GASFRAC commenced proceedings and obtained court protection under the Companies' Creditors Arrangement Act ("CCAA") pursuant to an initial order granted by the Court of Queen's Bench, in the Province of Alberta, on January 15, 2015.

Penalties and Sanctions

To the knowledge of management of the Corporation, no proposed director has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable shareholder in deciding whether to vote for a proposed director.

3. Appointment of Auditors

At the Meeting, Shareholders will be asked to appoint independent auditors to serve until the close of the next general meeting of Shareholders and to authorize the directors to fix their remuneration. KPMG LLP, Chartered Accountants, has been the auditor of the Corporation since May 1, 2012. Shareholders will be asked to vote on the following resolution, with or without variation:

"BE IT RESOLVED AS AN ORDINARY RESOLUTION OF WENTWORTH RESOURCES LIMITED (the "Corporation") THAT:

KPMG LLP, Chartered Accountants be appointed as auditors of the Corporation for the financial year ending December 31, 2015 at such remuneration as shall be fixed by the board of directors of the Corporation."

Unless otherwise directed, the management designees, if named as proxy, will vote in favour of appointing KPMG LLP, Chartered Accountants, of Calgary, Alberta, as the auditor of the Corporation to hold office until the next annual general meeting of Shareholders or until their successors are appointed and authorizing the directors to fix their remuneration.

4. Advisory Vote Regarding Salary, Bonus and Benefits to the Executive Management of the Corporation

The Board has prepared a statement on the determination of compensation of the executive personnel of the Corporation. The statement is attached as Schedule "A" and is also available at the Corporation's website www.wentworthresources.com.

The Shareholder's decision regarding the guidelines in the Statement on the Determination of Compensation of Executive Personnel are to be taken as advisory by the Board. However, the approval of the guidelines regarding equity based compensation are binding. The advisory and binding guidelines are subject to separate votes.

The Shareholders will be asked to vote on the following resolution, with or without variation:

"BE IT RESOLVED AS AN ORDINARY RESOLUTION OF CORPORATION THAT:

The advisory guidelines in the Statement on the Determination of Compensation of Executive Personnel from the Board are approved".

5. Binding Vote Regarding Equity-based Compensation

Reference is made to section 4 above. The advisory and binding guidelines are subject to separate votes.

The Shareholders will be asked to vote on the following resolution, with or without variation:

"BE IT RESOLVED AS AN ORDINARY RESOLUTION OF CORPORATION THAT:

The binding guidelines in the Statement on the Determination of Compensation of Executive Personnel from the Board are approved".

6. Other Matters

Other than the matters referred to in this Information Circular and the Notice of Meeting, the management knows of no amendment, variation or other matters to come before the Meeting. If any other matter properly comes before the Meeting, the accompanying proxies will be voted in accordance with the best judgment or the person or persons voting such proxies.

STATEMENT OF EXECUTIVE COMPENSATION

For the purposes of this Information Circular:

"NEO" or "Named Executive Officer" means each of the following individuals:

(a) the CEO (as defined in Form 51-102F6 Statement of Executive Compensation ("Form 51-102F6"));
(b) the CFO (as defined in Form 51-102F6);
(c) each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than CAD\$150,000, for that financial year; and
(d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Corporation nor acting in a similar capacity, at the end of that financial year.

Compensation Discussion and Analysis

The objective of the Corporation's compensation program are to: (i) attract and retain the best talent available in the energy sectors; (ii) align the short-term and long-term compensation of NEOs with the interests of shareholders; and (iii) motivate NEOs. The Corporation's compensation program is designed to reward both individual and corporate performance.

The Corporation's Compensation Committee is composed of one independent director, Neil B. Kelly and two nonindependent directors, John W.S. Bentley and Robert P. McBean. All members of the Compensation Committee have served on the Compensation Committee or on compensation committees for other issuers in the past and, accordingly, have experience in assessing survey and other compensation data and criteria relevant to discharging the Compensation Committee mandate and their roles on such committee.

The Compensation Committee exercises general responsibility regarding overall employee and executive compensation. The Compensation Committee annually reviews the Corporation's compensation philosophy and the compensation paid to each Named Executive Officer to ensure that the Corporation remains competitive within its peer group and is able to attract and retain the best possible talent to the Corporation.

The Compensation Committee, in consultation with the Executive Chairman, determines the total compensation of the other Named Executive Officers of the Corporation (other than the Executive Chairman), in accordance with Boardapproved compensation policies and guidelines.

The compensation paid to the Named Executive Officers consists of base salaries, bonuses, stock option grants and perquisites.

Base Salaries and Perquisites

Base salary is compensation for discharging job duties and responsibilities and reflects the level of skills and capabilities demonstrated by the Named Executive Officer. To ensure the remuneration of executive officers of the Corporation is competitive, the Compensation Committee utilizes informal industry assessments, surveys and other market and competitive data for comparable-sized companies in the oil and gas industry. In 2014, the Compensation Committee obtained a salary survey from Mercer (Canada) Limited, an independent professional compensation consulting company, in order to compare the total compensation packages of the Named Executive Officers with those of their peers. However, the Compensation Committee's decisions are ultimately an exercise of business judgement and discretion rather than purely formulaic performance measures.

The Compensation Committee also considers the long-term interests and financial objectives of the Corporation. Generally, the Compensation Committee targets the median salary range based on the data that it considers.

The Corporation's group life, short-term disability, long-term disability, health and dental benefit plans are comparable to industry peers and are available to all full-time employees.

Bonuses

An annual bonus may be paid each financial year to the Named Executive Officers based on the Compensation Committee's assessment of the Corporation's general performance, as measured against a portfolio of goals or targets agreed upon by the Compensation Committee and management at the start of the financial year, and the relative contribution of each Named Executive Officer to that performance. The maximum bonus payable to any Named Executive Officer is 50.0% of base salary

Long-Term Incentive Compensation

The Corporation provides long-term incentive compensation to its executive officers through its stock option plan. The Compensation Committee believes that Common Share ownership serves to motivate achievement of the Corporation's strategic objectives and to align the interests of officers, employees and consultants with the long-term interests of the Shareholders. Previous grants of stock options are not taken in consideration when determining the current year's grant of stock options.

The Corporation adopted an amended stock option plan effective July 16, 2008 (the "Option Plan"), that provides for the issuance of up to 10.0% of the issued and outstanding Common Shares. For further details of the Option Plan, see the section "Option-Based Awards" below.

Summary Compensation Table

The following table sets out the total compensation for, or in connection with, services provided to the Corporation and its subsidiaries for the recently completed financial years, which ended December 31, 2014, 2013 and 2012, respectively, in respect of the Named Executive Officers. All amounts are in US\$ unless otherwise indicated.

Name and Principal Position	Year	Salary(\$)	Share Based Awards(\$)	Option Based Awards(\$)		Non-Equity Incentive Plan Compensation (f)	Pension Value(\$)	All Other Compensation (\$)	Total Compensation (\$)
(a)	(b)	(c)	(d)	(e)(1)	Annual Incentive Plans(\$) (f1)	Long Term Incentive Plans(\$) (f2)	(g)	(h)(2)	(i)
Robert P. McBean Executive Chairman	2014 2013 2012	280,000(5) 280,000(5) 280,000(5)	Nil Nil Nil	204,469 Nil Nil	Nil 50,000 Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	484,469 330,000 280,000
Geoffrey P. Bury Managing Director	2014 2013 2012	302,562 311,753 301,455	Nil Nil Nil	204,469 Nil Nil	Nil 46,745 59,050	Nil Nil Nil	Nil Nil Nil	- Nil Nil	507,031 358,498 360,505

			Share	Option		Non-Equity Incentive Plan Compensation		All Other	Total
Name and Principal			Based	Based			Pension	Compensation	Compensation
Position	Year	Salary(\$)	Awards(\$)	Awards(\$)		(f)	Value(\$)	(\$)	(\$)
						Long
					Annual	Term
					Incentive	Incentive
(a)	(b)	(c)	(d)	(e)(1)	Plans(\$) (f1)	Plans(\$) (f2)	(g)	(h)(2)	(i)
Lance Mierendorf	2014	198,260	Nil	153,352	Nil	Nil	Nil	-	351,612
CFO	2013	194,171	Nil	Nil	31,163	Nil	Nil	Nil	225,334
	2012	200,971	Nil	155,256	19,683	Nil	Nil	Nil	375,910
Richard Tainton	2014	240,000	Nil	153,352	30,000	Nil	Nil	175,928(6)	599.280
Vice President	2013	170,000	Nil	115,778	40,000	Nil	Nil	136,464(6)	462,242
International(3)	2012	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Salvator Ntomola	2014	182,964	Nil	76,676	19,058	Nil	Nil	30,303(7)	309,001
Vice President Business	2013	182,964	Nil	Nil	26,682	Nil	Nil	40,504(7)	250,150
Development and Government Relations(4)	2012	182,964	Nil	Nil	18,296	Nil	Nil	Nil	201,260

Notes:

(1) The Company utilizes a Black-Scholes option pricing model to value Options at the Option grant date. The fair value of Options reflects an expected life of 6 years, expected volatility of 72%, a risk free interest rate of 1 percent and no expected dividends. This methodology was chosen to be consistent with the account for fair value used by the Company in its financial statements and because Black-Scholes is a commonly used methodology for valuing Options which provides an objective and reasonable estimate of fair value.
(2) Except as described herein, the value of the perquisites received by a NEO was not, in the aggregate, greater than the lower of CAD\$50,000 or 10% of such NEO's salary for the financial year.
(3) Mr. Tainton became Vice President, International on April 15, 2013.
(4) Effective May 1, 2012, Mr. Ntomola became Vice President Business Development and Government Relations which replaced his title of Country Manager, Tanzania.
(5) Mr. McBean received a salary of US\$200,000 and director fees of US\$80,000.
(6) Reflects the US\$ equivalent of Tanzanian taxes paid and value of foreign location accommodation provided by the Corporation.
(7) Reflects the US\$ equivalent of Company payments to Tanzanian Government state pension plan.

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

The following table sets out for each Named Executive Officer all awards outstanding at the end of the most recently completed financial year.

			Option-Based Awards			Share-Based Awards
							Market or
					Number of	Market or	Payout
	Number of				Shares or	Payout Value	Value of
	Securities			Value of	Units of	of Share	Vested
	Underlying	Option		Unexercised	Shares That	Based Awards	Share-Based
	Unexercised	Exercise	Option	In-The-Money	Have Not	That Have	Awards Not
	Options	Price (US\$)(1)	Expiration	Options (US\$)(8)	Vested	Not Vested	Paid out or
Name	(#)		Date		(#)	(US\$)	Distributed
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
Robert P. McBean	400,000	0.70(7)	March 12, 2024	Nil	Nil	Nil	Nil
	500,000	0.75(2)	April 6, 2021	Nil
	500,000	0.48(3)	October 4, 2020	Nil
Geoffrey P. Bury	400,000	0.70(7)	March 12, 2024	Nil	Nil	Nil	Nil
	1,000,000	0.42(4)	October 1, 2020	37,570
Lance Mierendorf	300,000	0.70(7)	March 12, 2024	Nil	Nil	Nil	Nil
	500,000	0.47(5)	January 4, 2022	Nil
Richard Tainton	300,000	0.70(7)	March 12, 2024	Nil	Nil	Nil	Nil
	250,000	0.55(6)	April 15, 2023	Nil

			Option-Based Awards		Share-Based Awards
							Market or
					Number of	Market or	Payout
	Number of				Shares or	Payout Value	Value of
	Securities			Value of	Units of	of Share	Vested
	Underlying	Option		Unexercised	Shares That	Based Awards	Share-Based
	Unexercised	Exercise	Option	In-The-Money	Have Not	That Have	Awards Not
	Options	Price	Expiration	Options	Vested	Not Vested	Paid out or
Name	(#)	(US\$)(1)	Date	(US\$)(8)	(#)	(US\$)	Distributed
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
Salvator Ntomola	150,000	0.70(7)	March 12, 2024	Nil	Nil	Nil	Nil
	200,000	0.48(2)	October 4, 2020	Nil

Notes:

(1) The Corporation's incentive stock options are granted and exercisable in NOK. Option exercise prices were converted from NOK to US\$ using December 31, 2014 Oanda exchange rate for such currencies of NOK 1.00 = USD 0.13418.
(2) The option exercise price is based on the Oslo Børs market closing price for the Common Shares on the date of grant of the stock options, being NOK 5.57.
(3) The option exercise price is based on the Oslo Børs market closing price for the Common Shares on the date of grant of the stock options, being NOK 3.60.
(4) The option exercise price is based on the Oslo Børs market closing price for the Common Shares on the date of grant of the stock options, being NOK 3.15.
(5) The option exercise price is based on the Oslo Børs market closing price for the Common Shares on the date of grant of the stock options, being NOK 3.52.
(6) The option exercise price is based on the Oslo Børs market closing price for the Common Shares on the date of grant of the stock options, being NOK 4.08.
(7) The option exercise price is based on the Oslo Børs market closing price for the Common Shares on the date of grant of the stock options, being NOK 5.18.
(8) Value calculated using December 31, 2014 Oanda exchange rate for such currencies of NOK 1.00 = USD 0.13418. The Oslo Børs market closing price for the Common Shares on December 31, 2014 was NOK 3.43. The value includes both vested and unvested stock option grants and is determined by the difference between the option exercise price and the closing price for the Common shares on December 31, 2014.

Incentive Plan Awards – Value Vested or Earned During The Year

Name	Option-based awards – Value vested during the year (US\$)(1)	Share-based awards – Value vested during the year (US\$)	Non-Equity incentive plan compensation – Value earned during the year (US\$)

(a)	(b)	(c)	(d)
Robert P. McBean	Nil	Nil	Nil
Geoffrey P. Bury	N/A	Nil	Nil
Lance Mierendorf	46,831	Nil	Nil
Richard Tainton	4,700	Nil	30,000
Salvator Ntomola	N/A	Nil	19,058

Note:

(1) Value calculated based on the difference between the Oslo Børs market closing price for the Common Shares underlying the options at the vesting date and the exercise price of the option multiplied by the number of options vested. Option exercise prices were converted from NOK to US\$ using the Oanda exchange rate for such currencies on the date of vesting. If the option exercise price exceeded the closing price for the Common Shares, the value calculated is Nil.

Termination and Change of Control Benefits

The Corporation entered into employment agreements with Mr. Bury on September 30, 2010, Mr. McBean on January 1, 2011, Mr. Mierendorf on January 1, 2012 and Mr. Tainton on April 15, 2013. The employment agreements provide that, upon termination of employment without just cause, the NEO shall receive an amount equal to the sum of (i) 12 months' salary; (ii) an amount equal to 12 months' of benefit premiums; and (iii) an amount equal to 12 months' of costs for club fees, professional memberships and association fees. The Corporation entered into an employment agreement with Mr. Ntomola on May 1, 2012. The employment agreement provides that, upon termination of employment without just cause, the NEO shall receive an amount equal to the sum of (i) 6 months' salary; (ii) an amount equal to 6 months' of benefit premiums; and (iii) an amount equal to 6 months' of costs for club fees, professional memberships and association fees.

The employment agreements with Messrs. Bury, McBean, Mierendorf, Tainton and Ntomola also provide that they shall be terminated on the death of the NEO, in which event the NEO's spouse or legal representative shall receive 12 months' salary or Common Shares equal to that value.

In addition, upon termination of employment without just cause all vesting dates under Messrs. Bury, McBean, Mierendorf, Tainton and Ntomola's option agreements shall be accelerated with an exercise period of 45 days from the date of termination of employment. Notwithstanding the above, in the event that Messrs. Bury, McBean, Mierendorf, Tainton or Ntomola are terminated without just cause within 6 months of a "change of control" (as defined therein), they shall receive the payments set out above but vesting dates for all options that would vest within 24 months following the termination date shall be accelerated with an exercise period of 45 days from the date of termination.

The following table sets out the estimated incremental payments and benefits payable to each of the NEOs at the time of, following, or in connection with, termination of employment without just cause. The table below assumes that the triggering event giving rise to the incremental payment took place on the last business day of the Corporation's most recently completed financial year.

	Robert P. McBean (US\$)	Geoffrey P. Bury (US\$)	Lance Mierendorf (US\$)	Richard Tainton (US\$)	Salvator Ntomola (US\$)
Termination Without Cause
Cash Portion	200,000(8)	316,899(8)	211,358(8)	244,680(8)	91,941(9)
Value of Option & Share Based Awards(1)	Nil(2) (3)(7)	Nil(4)(7)	Nil(5)(7)	Nil(6)(7)	(2)(7) Nil
Total	200,000	316,899	211,358	244,680	91,941
Termination Following Change in Control
Cash Portion	200,000(8)	316,899(8)	211,358(8)	244,680(8)	91,941(9)
Value of Option & Share Based Awards(1)	Nil(2) (3)(7)	Nil(4)(7)	Nil(5)(7)	Nil(6)(7)	Nil(2)(7)
Total	200,000	316,899	211,358	244,680	91,941

Notes:

(1) Upon termination without cause or change of control, all unvested options vest as of the date of termination and become exercisable. It has been assumed that all such unvested options that become vested options and are in-the-money would be exercised and result in the additional benefit. Upon termination following a change in control, all unvested options vest immediately. It has been assumed that all in-the-money options would be exercised at such time and result in the additional benefit.
(2) The Corporation's incentive stock options are granted and exercisable in NOK. Option exercise prices were converted from NOK to USD using the December 31, 2014 Oanda exchange rate for such currencies of NOK 1.00 = US\$ 0.13418. The option exercise price is based on the Oslo Børs market closing price for the Common Shares on October 4, 2010, being NOK 3.60, converted into USD thereby resulting in an option exercise price of US\$ 0.48. The Oslo Børs market closing price for the Common Shares on December 31, 2014 was NOK 3.43 thereby resulting in a closing price of US\$ 0.46. No stock options remained unvested at December 31, 2014.
(3) The Corporation's incentive stock options are granted and exercisable in NOK. Option exercise prices were converted from NOK to USD using the December 31, 2014 Oanda exchange rate for such currencies of NOK 1.00 = US\$ 0.13418. The option exercise price is based on the Oslo Børs market closing price for the Common Shares on April 6, 2011, being NOK 5.57, converted into USD thereby resulting in an option exercise price of US\$ 0.75. The Oslo Børs market closing price for the Common Shares on December 31, 2014 was NOK 3.43 thereby resulting in a closing price of US\$ 0.46. No stock options remained unvested at December 31, 2014.
(4) The Corporation's incentive stock options are granted and exercisable in NOK. Option exercise prices were converted from NOK to USD using the December 31, 2014 Oanda exchange rate for such currencies of NOK 1.00 = US\$ 0.13418. The option exercise price is based on the Oslo Børs market closing price for the Common Shares on October 1, 2010, being NOK 3.15, converted into USD thereby resulting in an option exercise price of US\$ 0.42. The Oslo Børs market closing price for the Common Shares on December 31, 2014 was NOK 3.43 thereby resulting in a closing price of US\$ 0.46. No stock options remained unvested at December 31, 2014.
(5) The Corporation's incentive stock options are granted and exercisable in NOK. Option exercise prices were converted from NOK to USD using the December 31, 2014 Oanda exchange rate for such currencies of NOK 1.00 = US\$ 0.13418. The option exercise price is based on the Oslo Børs market closing price for the Common Shares on January 4, 2012, being NOK 3.52, converted into USD thereby resulting in an option exercise price of US\$ 0.47. The Oslo Børs market closing price for the Common Shares on December 31, 2014 was NOK 3.43 thereby resulting in a closing price of US\$ 0.46.
(6) The Corporation's incentive stock options are granted and exercisable in NOK. Option exercise prices were converted from NOK to USD using the December 31, 2014 Oanda exchange rate for such currencies of NOK 1.00 = US\$ 0.13418. The option exercise price is based on the Oslo Børs market closing price for the Common Shares on April 15, 2013, being NOK 4.08, converted into USD thereby resulting in an option exercise price of US\$ 0.55. The Oslo Børs market closing price for the Common Shares on December 31, 2014 was NOK 3.43 thereby resulting in a closing price of US\$ 0.46.
(7) The Corporation's incentive stock options are granted and exercisable in NOK. Option exercise prices were converted from NOK to USD using the December 31, 2014 Oanda exchange rate for such currencies of NOK 1.00 = US\$ 0.13418. The option exercise price is based on the Oslo Børs market closing price for the Common Shares on April 15, 2013, being NOK 5.18, converted into USD thereby resulting in an option exercise price of US\$ 0.70. The Oslo Børs market closing price for the Common Shares on December 31, 2014 was NOK 3.43 thereby resulting in a closing price of US\$ 0.46.
(8) Includes 12 months' severance.
(9) Includes 6 months' severance.

Director Compensation

Effective September 21, 2010, each of the directors of the Corporation were entitled to receive cash compensation as follows:

(a) Executive Chairman US\$20,000 per quarter;
(b) Deputy Chairman US\$20,000 per quarter; and
(c) Other directors US\$15,000 per quarter.

The chairperson of each of the Board established committees does not receive any additional compensation. Options may be granted at the discretion of the Board. The directors are reimbursed for their actual out-of-pocket expenses incurred in attending board and committee meetings.

Director Compensation Table

The following table sets out all amounts of compensation provided to the current directors for the Corporation's most recently completed financial year other than compensation for Mr. McBean, which is included in the Summary Compensation Table.

	Fees Earned	Share-Based Awards	Option- Based Awards	Non-Equity Incentive Plan Compensation	Pension Value	All Other Compensation	Total
Name	(US\$)	(US\$)	(US\$)	(US\$)	(US\$)	(US\$)	(US\$)
(a)	(b)	(c)	(d)(1)	(e)	(f)	(g)	(h)
John W. S. Bentley	80,000	Nil	198,884	Nil	Nil	Nil	278,884
Cameron Barton	60,000	Nil	198,884	Nil	Nil	Nil	258,884
Neil B. Kelly	60,000	Nil	198,884	Nil	Nil	Nil	258,884
Richard Schmitt	60,000	Nil	Nil	Nil	Nil	Nil	60,000

(1) Reflects the estimated fair value of the entire grant of options, not taking into consideration the vesting period, under the Black-Scholes pricing model of options granted during the financial year.

Outstanding Share-Based Awards and Option-Based Awards

The following table sets out for each current director all awards outstanding at the end of the most recently completed financial year.

			Option-Based Awards			Share-Based Awards
							Market or
					Number of	Market or	Payout
	Number of				Shares or	Payout Value	Value of
	Securities			Value of	Units of	of Share	Vested
	Underlying	Option		Unexercised In	Shares That	Based Awards	Share-Based
	Unexercised	Exercise	Option	The-Money	Have Not	That Have Not	Awards Not
	Options	Price	Expiration	Options	Vested	Vested	Paid out or
Name	(#)	(1) (US\$)	Date	US(\$)	(#)	(US\$)	Distributed
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
John W.S. Bentley	500,000	0.70(4)	March 24, 2024	Nil	Nil	Nil	Nil
	500,000	0.48(2)	October 4, 2020
Cameron Barton	400,000	0.70(4)	March 24, 2014	Nil	Nil	Nil	Nil
	500,000	0.48(2)	October 4, 2020
Neil B. Kelly	400,000	0.70(4)	March 24, 2024	Nil	Nil	Nil	Nil
	500,000	0.48(2)	October 4, 2020
Richard Schmitt	1,000,000	0.75(3)	April 6, 2021	Nil	Nil	Nil	Nil

Notes:

(1) The Corporation's incentive stock options are granted and exercisable in NOK. Option exercise prices were converted from NOK to USD using the December 31, 2014 Oanda exchange rate for such currencies of NOK 1.00 = US\$ 0.13418.
(2) The option exercise price is based on the Oslo Børs market closing price for the Common Shares on the date of grant of the stock options, being NOK 3.60.
(3) The option exercise price is based on the Oslo Børs market closing price for the Common Shares on the date of grant of the stock options, being NOK 5.57.
(4) The option exercise price is based on the Oslo Børs market closing price for the Common Shares on the date of grant of the stock options, being NOK 5.18

Incentive Plan Awards – Value Vested or Earned During The Year

Name	Option-based awards – Value vested during the year (US\$)(1)	Share-based awards – Value vested during the year (US\$)	Non-Equity incentive plan compensation – Value earned during the year (US\$)
(a)	(b)	(c)	(d)
John W. S. Bentley	Nil	Nil	Nil
Cameron Barton	Nil	Nil	Nil
Neil B. Kelly	Nil	Nil	Nil
Richard Schmitt	Nil	Nil	Nil

Note:

Financial Instruments

As part of the Corporation's Insider Trading Policy, Named Executive Officers and directors are prohibited from selling securities of the Corporation if they do not own or have not fully paid for the securities to be sold (short sales). In addition, Named Executive Officers and directors are prohibited from trading in puts and calls on the Corporation's securities. Named Executive Officers and directors are not specifically prohibited from purchasing prepaid variable forward contracts, equity swaps or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities (or options in respect thereof) granted as compensation or held, directly or indirectly.

Risk of Compensation Policies and Practices

The Board and the Compensation Committee have not formally considered the implications of the risks associated with the Corporation's compensation policies and practices. However, the Corporation's compensation practices give greater weight toward long-term incentives than short-term incentives with a view to mitigating the risk of encouraging shortterm goals at the expense of long-term sustainability and the enhancement of shareholder value. The discretionary nature of the annual bonus awards and option grants are significant elements of the Corporation's compensation plans and provide the Board and the Compensation Committee with the ability to reward individual and corporate performance and individual behaviour that the Board and the Compensation Committee consider to be aligned with the best intent of the Corporation.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table details all compensation plans under which equity securities of the Corporation are authorized for issuance as of December 31, 2014.

	Number of Shares to be Issued Upon Exercise of	Weighted-Average Exercise	Number of Shares Remaining Available for Future Issuance Under Equity Compensation
Plan Category	Outstanding Options(2)	Price of Outstanding Options	Plans
Equity Compensation Plans Approved by	Nil	Nil	Nil
Securityholders
Equity Compensation Plans Not Approved	9,950,000	US\$0.61	5,462,270
by Securityholders(1)
TOTAL	9,950,000	US\$0.61	5,462,270

Notes:

(1) See "Stock Option Plan" below. Pursuant to the rules and regulations of the Oslo Børs, the Option Plan is not subject to security holder approval. The Board adopted the current amended stock option plan effective July 16, 2008.
(2) As of the date of this Information Circular, there are 9,950,000 options outstanding.

Stock Option Plan

As of the date of this Information Circular, there are stock options outstanding entitling the holders thereof to acquire a total of 9,950,000 Common Shares under the Corporation's Option Plan that contains the following material features:

(a) the maximum number of Common Shares issuable on the exercise of options shall not exceed 10.0% of the issued and outstanding Common Shares on a non-diluted basis;
(b) it is an "evergreen plan" since the Common Shares covered by options which have been exercised, cancelled or expired become available for subsequent grant;
(c) it permits the granting of options to directors, officers, employees or consultants of the Corporation and its subsidiaries, subject to the following restrictions:
(i) the aggregate number of Common Shares reserved for issuance pursuant to options granted to any one person may not exceed 5.0% of the outstanding Common Shares (on a non-diluted basis);
(ii) the aggregate number of Common Shares reserved for issuance pursuant to options granted to insiders may not exceed 10.0% of the outstanding Common Shares (on a non-diluted basis);
(iii) the issuance of Common Shares to insiders pursuant to the Option Plan and other share compensation arrangements within a one-year period may not exceed 10.0% of the outstanding Common Shares (on a non-diluted basis); and
(iv) the issuance of Common Shares to any one insider and such insider's associates pursuant to the Option Plan and other share compensation arrangements within a one-year period may not exceed 5.0% of the outstanding Common Shares (on a non-diluted basis).
(d) options granted under the Option Plan shall have a term not exceeding 10 years and shall vest as determined by the Board and, if no such determination is made, the option shall vest as to 1/3 of the

number of Common Shares granted by the option on the first, second and third anniversary of the grant date;

(e) the exercise price of an option shall not be lower than the closing market price of the Common Shares on the day immediately preceding the option grant;
(f) it has a "cashless exercise" feature whereby an Option Plan participant can use the services of a registered dealer to facilitate the exercise of an option so that the requirement to directly pay the option exercise price is eliminated;
(g) it contains provisions dealing with the treatment of options in the event of an Option Plan participant ceasing to be a director, officer, employee or consultant of the Corporation by reason of resignation, retirement, termination or death;
(h) it provides for accelerated vesting in circumstances that constitute a "Change of Control" as defined in the Option Plan; and
(i) the Board may amend or discontinue the Option Plan without the consent of participants.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As at the date of this Information Circular, no individual who is, or at any time during the most recently completed financial year was, a director, executive officer, employee, former director, former executive officer or former employee of the Corporation or proposed nominee for election as a director of the Corporation, or any of the associates of the foregoing persons, is now or has been indebted to the Corporation since the beginning of the most recently completed financial year, or has or has had indebtedness to another entity which is now or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No "informed person" (as defined in National Instrument 51-102 – Continuous Disclosure Obligations), or proposed nominee for election as a director of the Corporation, except as disclosed herein, or any associate or affiliate of the foregoing persons, has or has had any material interest, direct or indirect, in any transaction since the commencement of the Corporation's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Corporation or its subsidiaries.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Other than as set forth in this Information Circular, the directors or management of the Corporation is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any director or executive officer of the Corporation or anyone who held office as such since the beginning of the Corporation's last financial year, any nominee for election as a director of the Corporation or any associate or affiliate of any of the foregoing, in any matter to be acted upon at the Meeting other than the election of directors.

CORPORATE GOVERNANCE

As a Canadian corporation registered under Alberta corporate law, with its primary listing on the Oslo Børs, the Corporation is subject to the rules of the Oslo Børs, including its continuing obligations for listed companies. According to those rules, the Corporation is required to publish a statement on the Corporation's principles for corporate governance in accordance with Section 3-3b of the Norwegian Accounting Act and the Norwegian Code of Practice for Corporate Governance of October 30, 2014 (the "Code of Practice"). According to section 1 of the Code, the Corporation must provide a corporate governance statement in the Management Discussion & Analysis ("MD&A"), being the directors' report, or in a document that is referred to in the MD&A. The Code of Practice is available at www.nues.no.

The Corporation provided its corporate governance statement in its 2014 MD&A which is filed with the Oslo Børs and posted on the Corporation's website (www.wentworthresources.com) where it is publicly available.

Pursuant to the admission of the Corporation's Common Shares for trading on AIM on October 25, 2011, the Corporation is also subject to the AIM Rules for Companies. The Board considers it appropriate to comply with the Corporate Governance Guidelines for Smaller Quoted Companies (the "QCA Code") (published by the Quoted Companies Alliance, from time to time) to the extent that it is practical to do so, given the nature and current size of the Corporation. The QCA Code states that companies that wish to demonstrate good corporate governance are advised to publish an annual statement detailing their approach to corporate governance. The Corporation is not required to comply with the Listing Rules which require companies to implement a higher level of corporate governance reporting than QCA Code. The QCA Code is available at www.theqca.com.

Canadian National Policy 58-201 – Corporate Governance Guidelines provides guidance on corporate governance practices for Canadian legal entities. These guidelines, while not mandatory, deal with the constitution of boards of directors and board committees, their functions, their independence from management and other means of addressing corporate governance practices. National Instrument 58-101 - Disclosure of Corporate Governance Practices ("NI 58- 101") mandates that an issuer must disclose, on an annual basis, its approach to corporate governance with reference to the form prescribed by NI 58-101.

A summary of the Corporation's corporate governance practices, in Form 58-101F1, is attached as Schedule "B" hereto.

AUDIT COMMITTEE

Audit Committee: The Corporation's Audit Committee is composed of Cameron Barton (non-independent), John W.S. Bentley (non-independent) and Neil B. Kelly (independent). Each member of the Audit Committee is "financially literate" as defined in National Instrument 52-110, Audit Committees of Alberta Securities Laws. A copy of the Audit Committee Charter is attached as Schedule "B" to this Information Circular. Due to certain Audit Committee members being past officers of the Corporation, being Messrs. Barton and Bentley, the composition of the Audit Committee currently does not comply with its charter with respect to independence. However, as these members are no longer officers of the Corporation, the Board believes that an appropriate level of independence exists to enable the Audit Committee to carry out its duties. In addition, the Board believes that the members of the Audit Committee exercised reasonable judgement in carrying out their duties and responsibilities.

The duties of the Audit Committee, as set forth in its charter, include monitoring the Corporation's internal controls over financial reporting, disclosure policies, compliance with legal and regulatory requirements, ethical standards and risk evaluation systems. The Audit Committee is also responsible for the oversight of the performance, qualifications and independence of the Corporation's auditor, including maintaining regular contact with the Corporation's auditor in respect of the audit of the Corporation's annual consolidated accounts and the review of the quarterly consolidated accounts, and reviewing and monitoring the independence of the auditor/accounting firm used by the Corporation, including monitoring non-audit services provided by the auditor/accounting firm. The members of the Corporation's Audit Committee are financially literate. The Board is of the view that since all the members of the Audit Committee have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation's financial statements, their level of accounting knowledge is sufficient without the need to acquire more advanced accounting expertise.

Relevant Education and Experience: Mr. Barton has over 30 years of finance, executive and board experience in the energy industry. Mr. Barton is currently serving as Executive Advisor in a consulting capacity with Sanjel Corporation, Canada's largest independently owned international oil and gas pumping services company, having formerly held the position of group CFO for a term of 5 years. Mr. Barton was the past President, CEO and CFO of Artumas Group Inc. (now the Corporation), Vice President Finance and General Manger of Centrica plc's Western Canadian Region, Vice President of Business Development with AltaLink L.P. and was a senior financial executive with TransAlta Corporation in Canada and New Zealand for 18 years. Mr. Barton earned his Bachelor of Arts and Science degree from the University of Lethbridge, and is a certified member of the Society of Management Accountants.

Mr. Bentley has 15 years of experience as a director of the board of various public companies in which he has also served as a member of the audit committee. He currently serves as chairman and an audit committee member of Faroe Petroleum plc.

Mr. Kelly is a professional engineer with over 40 years experience in the oil and gas industry. During an extensive career with ExxonMobil, Mr. Kelly served in both managerial and executive positions and was a director of PT Arun LNG Co. in Indonesia. Additionally, Mr. Kelly was the first Managing Director of Ras Laffan LNG Company in the State of Qatar and guided the company though the growth phase into a fully operating company with a capital budget of US\$3.5 billion, annual operating budget of over US\$100 million and 900 employees.

Pre-Approval Policies and Procedures: The Audit Committee has not adopted any policy respecting the engagement of its auditor for non-audit services.

External Auditor Services Fees (By Category): The following are the aggregate fees expensed by the Corporation in respect of services provided by the Corporation's external auditor, KPMG LLP, for the category of fees described:

	2014 (US\$)	2013 (US\$)
Audit fees(1)	141,401	202,582
Audit-related fees(2)	61,222	68,582
Tax fees(3)	17,781	14,325
All other fees paid to the auditor(4)	99,079	96,084
Total	319,483	381,573

Notes in relation to fees expensed for services provided by KPMG:

(1) Consists of professional services rendered by the auditors for the audit of the Corporation's annual financial statements, as well as services provided in connection with regulatory filings.
(2) Consists of fees relating to quarterly reviews.
(3) Consists of fees for preparing tax returns, including the tax returns for the foreign subsidiaries of the Corporation.
(4) Includes fees associated with verification of VAT claims in Tanzania in both years, professional services in connection with services in relation to transfer pricing analysis in 2014 and services in relation to the private placement of Company equity in Q4 2013.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is publicly available on its website at www.wentworthresources.com. Financial information regarding the Corporation is provided in the Corporation's consolidated financial statements and management's discussion and analysis ("MD&A") for its recently completed financial year, which are publicly available on its website at www.wentworthresources.com. A copy of the Corporation's consolidated financial statements and MD&A for its most recently completed financial year may also be obtained free of charge by contacting the Corporate Secretary at +1 (403) 294-1530, by facsimile at +1 (403) 294-1521 or email at [email protected].

SCHEDULE "A"

WENTWORTH RESOURCES LIMITED

Statement on the Determination of Compensation of Executive Personnel

Guidelines for Compensation

The main purpose of the executive compensation program is to encourage a strong and sustainable performance-based culture, which supports growth in shareholder value. The total compensation to executives consists of a market competitive base salary, discretionary annual bonus, standard employee benefits and participation in the corporation's stock option plan.

The Corporation's compensation program is designed to reward both individual and corporate performance.

Salary, Bonus, Benefits (Advisory)

All executives receive a fixed salary and standard employee benefits. An assessment of the salary is to be completed each year and any changes shall be in writing and approved by the Board.
An annual bonus may be paid each financial year to an executive based on the Compensation Committee's assessment of the Corporation's general performance and individual performance. The maximum bonus payable to any executive is 50% of base salary.
Information about severance arrangements for executives are contained in the Management Information Circular prepared for the Annual Meeting.

Stock Options (Binding)

• The Corporation provides long-term incentive compensation to its executives through its stock option plan. Previous grants of stock options are not taken in consideration when determining the current year's grant of stock options. The Corporation adopted an amended stock option plan effective July 16, 2008, that provides for the issuance of up to 10.0% of the issued and outstanding common shares.

The Board shall have the right in exceptional circumstances to deviate from these established guidelines if there are special reasons in an individual case.

The Corporation's compensation strategy gives greater weight toward long-term incentives than short-term incentives with a view to mitigating the risk of encouraging short-term goals at the expense of long-term sustainability and the enhancement of shareholder value. The discretionary nature of the annual bonus awards and option grants are significant elements of the Corporation's compensation plans and provide the ability to reward individual and corporate performance and individual behaviour that the Board and the Compensation Committee, being a subset of the Board, consider to be aligned with the best intent of the Corporation.

Additional details are disclosed in the Management Information Circular prepared for the Annual Meeting under the Statement of Executive Compensation section.

SCHEDULE "B"

WENTWORTH RESOURCES LIMITED CORPORATE GOVERNANCE PRACTICES

The Board: The Board is currently composed of five directors: Robert P. McBean, John W.S. Bentley, Cameron Barton, Neil B. Kelly and Richard Schmitt. Mr. McBean, Executive Chairman, is not considered independent in accordance with the Corporation's mandate of the board of directors (having reference to securities regulation in Norway and Canada and to corporate governance guidelines in the United Kingdom) as he is a current executive officer of the Corporation. Mr. Bentley, Non-Executive Deputy Chairman, and Messrs. Barton and Schmitt are similarly not considered independent in accordance with the Corporation's mandate of the board of directors as they have each been an executive officer of the Corporation within the last five recently completed years (although each would be considered to be independent with reference to securities regulation in Canada as none has been an executive officer of the Corporation within the last three recently completed years). Accordingly, the majority of the Board is not independent. However, as Messrs. Bentley, Barton and Schmitt are no longer officers of the Corporation, the Board believes that an appropriate level of independence exists to enable the Board to carry out its duties.

Name	Position with the Corporation	Relationship to Corporation
Robert P. McBean(2)(3)(4)(5)	Executive Chairman and Director	Non-Independent
John W.S. Bentley(1)(2)(3)(6)	Non-Executive Deputy Chairman and Director	Non-Independent
Cameron Barton(1)(3)(6)	Director	Non-Independent
Neil B. Kelly(1)(2)(4)	Director	Independent
Richard Schmitt(4)(7)	Director	Non-Independent

Notes:

(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
(3) Member of the Governance and Nomination Committee.
(4) Member of the Reserves Committee.
(5) Mr. McBean is the Executive Chairman, which is considered to be an executive officer of the Corporation and is not independent as a result.
(6) Mr. Bentley and Mr. Barton are not considered independent as they are former executive officers of the Corporation.
(7) Mr. Schmitt was the CEO of the Corporation from April 1, 2011 to August 31, 2011 and accordingly is not considered independent.

The Board strives to meet at least every quarter for a formal board meeting. Depending on the level of activity of the Corporation, the Board will meet on an ad hoc basis as necessary to provide input and guidance to management. The Board Mandate requires an "in camera" meeting of the independent directors after each Board meeting.

The attendance record of each current director for the five Board meetings held during the 2014 financial year is as follows:

	Board Meetings
Name(1)	Attended
Robert P. McBean	3/3 (100%)
John W.S. Bentley	3/3 (100%)
Cameron Barton	3/3 (100%)
Neil B. Kelly	3/3 (100%)
Richard Schmitt	3/3 (100%)

Notes:

(1) The attendance record of each current director reflects all meetings held by the Corporation during such director's appointment or service.

Other Directorships: The directors of the Corporation who are directors of any other reporting issuers (or the equivalent) in a jurisdiction or a foreign jurisdiction are outlined in the table below:

Name	Other Directorships
Robert P. McBean	International Octane Limited
	GasFrac Energy Services, Inc.
John W.S. Bentley	Faroe Petroleum plc
	Kea Petroleum plc
	Africa Energy Corp
Cameron Barton	Nil
Neil B. Kelly	Nil
Richard Schmitt	Tyner Resources Ltd.
	Canadian Overseas Petroleum Limited
	Octant Energy Corp.

Board Mandate: The Board adopted a written Board Mandate effective June 21, 2007 and amended the Board Mandate on October 21, 2011. The Board delegates its roles and responsibilities to each Board committee in a manner that is approved by the Board. The Board has established procedures with regard to the approval of material transactions, nonmaterial transactions with related parties, the delegation of authority and the execution of documents as part of its organizational structure. Any responsibility which is not delegated to management or a Board Committee remains with the full Board. A copy of the Board Mandate is attached as Schedule "D" to this Information Circular.

Position Descriptions: The Board does not currently have written position descriptions for the Executive Chairman of the Board or for the Managing Director. The Executive Chairman of the Board is responsible for the management, development and effective performance of the Board and provides leadership to the Board for all aspects of its work. The chair of each Board committee is responsible for guiding the committee pursuant to the procedures and guidelines set out in the written committee charter. The Managing Director is an executive officer of the Corporation. The Executive Chairman and the Managing Director are the leaders of the Corporation's management team; set the tone for the Corporation by exemplifying consistent values of high ethical standards and fairness; lead the Corporation in defining its vision; are the main spokespersons for the Corporation; and bear the chief responsibility to ensure the Corporation meets its short-term operational and long-term strategic goals. The Managing Director works with and is accountable to the Board.

Orientation and Continuing Education: The Corporation has established a Governance and Nomination Committee formally responsible for the orientation and education of new directors. Orientation consists primarily of an overview of the role of the Board and its committees and a review of the business, policies and practices of the Corporation. Each new director is also provided with a Board manual, which includes the various position descriptions, mandates and policies.

As part of continuing education, the Board receives management presentations with respect to the operations and risks of the business of the Corporation at least four times per year, with a more significant presentation provided in conjunction with the annual budgeting process and annual strategic planning meeting with all directors and officers in attendance. In addition, the opportunity is available for individual directors to identify their continuing education needs through a variety of means, including discussions with management and at Board and committee meetings.

Ethical Business Conduct: The Corporation has developed and approved a written Code of Ethics and Business Conduct outlining business conduct, disclosure and confidentiality. The Code of Ethics and Business Conduct sets out the minimum standards of behaviour required by all directors, officers, employees and contractors in conducting the business affairs of the Corporation including conflicts of interest, protection and proper use of corporate assets and opportunities, confidentiality of corporate information, anti-corruption, fair dealing with the Corporation's security holders, customers, suppliers, competitors and employees, compliance with laws, rules and regulations, maintenance of corporate records and the reporting of illegal or unethical behaviour. The Code of Ethics and Business Conduct also requires communication to the investing public about the Corporation to be timely, factual and accurate and in accordance with the Corporation's Disclosure Policy. The Corporation has adopted policies and is in compliance with the insider trading rules applicable to issuers listed on Oslo Børs. Effective March 18, 2008, the Board amended its Code of Ethics and Business Conduct to include more detailed provisions dealing with compliance with the applicable domestic and foreign anti-corruption legislation. Effective October 21, 2011, it was amended again in conjunction with the listing of the Common Shares to AIM, which includes procedures in compliance with the UK Bribery Act.

In conjunction with the Code of Ethics and Business Conduct, the Board has also developed a Disclosure Policy and an Insider Trading Policy. These policies have been developed, respectively, to ensure that communications to the investing public are timely, factual, accurate and broadly disseminated in accordance with all applicable laws and regulations and to prescribe rules for directors, officers and employees of the Corporation, and other individuals providing professional and business services to the Corporation, with respect to trading in securities of the Corporation. Effective October 21, 2011, the Board amended its Insider Trading Policy in conjunction with the application for listing to AIM.

Compensation Committee: The Compensation Committee is composed of two non-independent directors and one independent director.The Compensation Committee recommends for approval, to the full Board, the compensation of the Executive Chairman, the directors, the annual compensation budget for all other employees, bonuses, grants of stock options and any changes to the benefit plans. The Compensation Committee, as set forth in its charter, determines, in consultation with the Executive Chairman and in accordance with Board policies and guidelines, the compensation for the executive officer, and implements and oversees compensation policies generally. The duties of the Compensation Committee include preparing guidelines for the remuneration of the executive officer and other remuneration matters, and preparing matters relating to other material employment issues in respect of the executive officer. For further information, see "Compensation Discussion and Analysis" under the heading "Statement of Executive Compensation" in this Information Circular.

Audit Committee: For disclosure regarding the Audit Committee, see the section "Audit Committee" in the Information Circular.

Resources Committee: The Compensation Committee is composed of two non-independent directors and one independent director.

Governance and Nomination Committee: In addition to the Audit and Compensation Committees, the Board has also established a Governance and Nomination Committee. On December 7, 2007, the Board adopted a formal charter for the Governance and Nomination Committee. The charter was amended on October 21, 2011.

The Corporation's Governance and Nomination Committee consists of three non-independent directors. It is responsible for developing the Corporation's approach to corporate governance and reporting annually to the Corporation's shareholders through disclosure of the Corporation's corporate governance practices.

In addition, the Governance and Nomination Committee establishes criteria for the Board and committee membership, and uses that criteria to recommend composition of the Board and its committees, propose the remuneration to be paid to the members of the Board and its committees and, as circumstances arise, assess directors' performance. The Governance and Nomination Committee is responsible for identifying, interviewing and proposing to the Board candidates who possess suitable knowledge of the nature of the Corporation's business activities and who have appropriate experience and standing in those jurisdictions where the Corporation operates.

Nomination of Directors: Once a decision has been made to add or replace a director, the task of identifying and recommending new candidates falls on the Governance and Nomination Committee. Proposals are put forth by the Governance and Nomination Committee to the Board. Annually, the Governance and Nomination Committee proposes to the Board the directors recommended to be re-elected or elected at the annual general meeting of shareholders of the Corporation.

According to the Corporation's Articles and the ABCA, the directors may, between annual general meetings, appoint one or more additional directors to serve until the next annual general meeting, but the number of additional directors shall not at any time exceed one-third of the number of directors who held office at the expiration of the last annual general meeting of the Corporation.

Assessments: The Board has delegated the responsibility to conduct assessments of the Board, its committees and individual directors to the Corporation's Governance and Nomination Committee. The Governance and Nomination Committee has not, to date, considered it necessary to conduct a formal assessment of the Board, its committees and individual directors. The Governance and Nomination Committee satisfies itself that the Board and its committees and individual directors are performing effectively through informal discussions amongst individual directors and officers of the Corporation, and reports to the Board indirectly through recommendations for re-election, compensation and committee membership of the directors. Any concerns about the effectiveness of the foregoing can be addressed to the Executive Chairman of the Board.

SCHEDULE "C"

APRIL 14, 2011 (amended 21 October 2011) WENTWORTH RESOURCES LIMITED AUDIT COMMITTEE CHARTER

A. PURPOSE

The Board of Directors (the "Board") of Wentworth Resources Limited ("Wentworth", the "Corporation") has established an Audit Committee (the "Committee") to assist the Board in fulfilling its oversight responsibility to the shareholders relating to:

I. The external auditors' performance, qualifications and independence
II. The integrity of the Corporation's financial information
III. The effectiveness of the Corporation's disclosure controls and internal controls over financial reporting
IV. The Corporation's compliance with legal and regulatory requirements
V. The effectiveness of the Corporation's Code of Business Conduct and Ethics
VI. The effectiveness of the Corporation's risk management policies and practices

The Charter of the Committee was adopted by the Board on August 18, 2006 and amended on 21 October 2011.

B. COMPOSITION, PROCEDURES AND ORGANIZATION

1. The Committee shall consist of at least three members of the Board, all of whom shall be "independent" as such independence term is defined in the Securities Regulation in Norway and Canada and United Kingdom corporate governance guidelines.
1. All members of the Committee shall be "financially literate" (i.e. able to read and understand a balance sheet, an income statement and a cash flow statement).
1. The Board, at its organizational meeting held in conjunction with each annual general meeting of the shareholders, shall appoint the members of the Committee for the ensuing year. The Board may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee.
1. Unless the Board shall have appointed a Chair of the Committee, the members of the Committee shall elect a Chair from amongst their number. If the Chair of the Committee is absent from any meeting, the Committee shall select one of the other members of the Committee to preside at that meeting.
1. The Chair of the Committee shall appoint a Secretary of the Committee, unless otherwise determined by the Committee. Minutes of meetings of the Committee shall be recorded and maintained by the Secretary of the Committee. Copies of the minutes shall be provided to the Board.
1. The quorum for meetings shall be a majority of the members of the Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other.
1. The Committee shall have access to such officers and employees of the Corporation and to the Corporation's external auditors, and to such information respecting the Corporation, as it considers being necessary or advisable in order to perform its duties and responsibilities.
1. The Committee shall be entitled to engage independent counsel and other advisors as it considers necessary to carry out its duties and to set and pay the compensation for any such advisors.
1. Meetings of the Committee shall be conducted as follows:
a) The Committee shall meet at least four times annually at such times and at such locations as may be requested by the Chair of the Committee. The external auditors or any member of the Committee may request a meeting of the Committee;
b) The external auditors shall receive notice of and have the right to attend all meetings of the Committee;
c) The Chief Financial Officer shall be invited to attend all meetings, except executive sessions and private sessions with the external auditors; and
d) Other management representatives shall be invited to attend as necessary.
1. The external auditors shall have a direct line of communication to the Committee through its Chair and may bypass management if deemed necessary. The Committee, through its Chair, may contact directly any employee in the Corporation as it deems necessary, and any employee may bring before the Committee any matter involving questionable, illegal or improper financial practices or transactions.
1. The Committee shall report to the Board on its deliberations after each Committee meeting. The recommendation to the Board to approve the financial statements is assumed to fulfill this obligation.
1. On an annual basis, the Committee shall provide the Board with a report on its activities in the previous year.
1. The Committee shall review and reassess the relevance and adequacy of its Charter on at least an annual basis and shall recommend any proposed changes to the Board for approval. The Committee shall also perform a selfassessment on an annual basis to determine whether it is functioning effectively and shall report only any necessary changes/modifications to the Board.
1. The Committee shall develop a calendar of activities to be undertaken by the Committee for each ensuing year and to submit the calendar in the appropriate format to the Board within a reasonable period of time following each annual general meeting of shareholders.
1. The Committee shall review the minutes of any audit committee meeting of subsidiary companies.

C. DUTIES AND RESPONSIBILITIES

The Committee shall have the responsibilities set out below, as well as such other responsibilities that are not specified below but are, in the opinion of the Board, consistent with the general purpose of the Committee as set out in Section A above and specifically delegated to the Committee by the Board:

I. Oversight of the Independent Auditors

The duties and responsibilities of the Committee as they relate to the oversight of the performance, qualifications and independence of external auditors shall be as follows:

1. Be directly responsible for recommending the appointment, compensation, retention, and oversight of the work of the external auditors (including resolution of disagreements between management and the external auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other nonaudit services. The external auditors shall report directly to the Committee, which shall have the ultimate responsibility and authority to recommend the removal or replacement of the external auditors to shareholders in any notice or proxy statement relating to such actions.
1. Establish procedures to monitor the independence of the external auditors and take the necessary action to eliminate all factors that might impair, or be perceived to impair, the independence of the external auditors.
1. Review and approve the audit plan and the scope and timing of the audit and other related services to be rendered by the external auditors prior to the commencement of the financial year and monitor the progress of the audit against the pre-approved audit plan.
1. Establish, monitor and review policies and procedures relating to the review, pre-approval, approval and provision of audit and non-audit services by the external auditors and in general approve and monitor all expenditures or fees relating to the performance of any service by the external auditors. In particular, the Committee shall consider if the provision of non-audit services is compatible with maintaining the external auditors' independence. The Committee may delegate these responsibilities to one or more members of the Committee as long as any decisions made by such delegates are presented to the next full Committee meeting.
1. Review with the external auditors, upon completion of their audit:
a) Contents of their report;
b) Scope and quality of the audit work performed;
c) Adequacy of the Corporation's financial personnel;
d) Co-operation received from the Corporation's personnel during the audit
e) Internal resources used;
f) Significant transactions outside of the normal business of the Corporation;
g) Significant proposed adjustments and recommendations for improving internal accounting controls, accounting principles or management systems;
h) The non-audit services provided by the external auditors; and
i) The quality and not just the acceptability of the Corporation's accounting principles.
1. Implement policies and procedures to ensure that the Committee meets the external auditors on a regular basis in the absence of management
1. Review and approve the Corporation's hiring policies regarding partners, employees or former partners and employees of the present and former external auditors of the Corporation.

II. Oversight of the Integrity of Financial Information

The Committee shall be primarily responsible for ensuring, on behalf of the Board, that the Corporation fulfills all of its financial reporting obligations, and in that context shall:

1. Review the Corporation's quarterly and annual financial statements, MD&A and earnings press releases before the Corporation publicly discloses the information.
1. To ensure that procedures are in place for the review of the Corporation's disclosure of financial information extracted or derived from the Corporation's financial statements, other than the public disclosure referred to in subsection II.1 above, and periodically assess the adequacy of the procedures.
1. Review all audited or unaudited financial information contained in or incorporated by reference in public disclosure documents before release including (without limitation): Prospectuses, Annual Reports, Proxy Statements, Management Information Circulars, or any other documents required to be filed with regulatory agencies and, where appropriate, make recommendations or reports thereon to the Board.
1. Review the integrity of the Corporation's consolidated financial statements including the impact of unusual items, major estimates, and the quality and acceptability of the Corporation's critical accounting policies and any proposals for changes to them and report to the Board with respect to them.
1. Discuss the effect of off-balance-sheet transactions, arrangements, obligations (including contingent liabilities) and other relationships with unconsolidated entities or other persons that may have a material current or future

effect on the Corporation's financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues and expenses.

Review and approve all related party transactions.

III. Oversight of Disclosure and Internal Controls

The Committee shall oversee the design, implementation and assessment of an effective system of disclosure controls and internal controls over financial reporting, and shall:

1. Review the appropriateness and effectiveness of the Corporation's policies and business practices which impact on the financial integrity of the Corporation, including those relating to insurance, accounting, information services and systems and financial controls, management reporting and risk management.
1. Review any unresolved issues between management and the external auditors that could affect the disclosure or internal controls of the Corporation.
1. Review all material written communications between the external auditors and management, including the postaudit or management letter containing the recommendations of the external auditors with respect to improvements in internal controls and management's response thereto and, subsequently, follow-up implementation of improvement recommendations or correction of identified weaknesses.
1. Monitor and review the Corporation's Disclosure Policy on an annual basis.
1. Review the expenses incurred by the Chairman and Chief Executive Officer of the Corporation, and ensure that procedures are in place so that the Chief Executive Officer of the Corporation reviews all expenses incurred by the officers of the Corporation.
1. Review and concur in the appointment, replacement, reassignment, or dismissal of the Chief Financial Officer.

IV. Oversight of Compliance with Legal and Regulatory Requirements

The Committee shall oversee the Corporation's procedures to meet all applicable legal and regulatory requirements, and shall:

1. Review the Corporation's compliance with applicable regulatory and statutory requirements as they relate to financial statements, tax matters and any related disclosure of material facts.
1. Review with management and the external auditors any correspondence with regulators or governmental agencies that raise material issues regarding the Corporation's financial statements or accounting policies.
1. Review with management, the external auditors and, if necessary, with legal counsel, any litigation, claim or other contingency, including tax assessments that could have a material effect upon the financial position or operating results of the Corporation and the manner in which such matters have been disclosed in the consolidated financial statements.
1. Obtain from management adequate assurances that all statutory payments and withholdings have been made.

V. Oversight of Ethical Standards

The Committee shall set the appropriate tone at the top and oversee the Corporation's compliance with ethical standards, and shall:

1. Review and recommend for Board approval the Corporation's Code of Business Conduct and Ethics and examine management's programs to monitor compliance with the Code.
1. Ensure that the Corporation has and maintains a satisfactory procedure for the receipt, retention and follow-up of complaints regarding accounting, internal accounting controls, or auditing matters and carry out the necessary investigations for the resolution of such matters.
1. Review and discuss any fraud or alleged fraud involving management or other employees who have a role in the Corporation's disclosure and internal controls and the related corrective and disciplinary actions to be taken.

VI. Oversight of Risk Management Policies and Practices

The Committee shall review and approve annually the Corporation's policies and practices with respect to risk management. In particular, the Committee shall discuss the Corporation's major risk exposures and review the steps management has taken to monitor and control such exposures.

SCHEDULE "D"

WENTWORTH RESOURCES LIMITED

MANDATE OF THE BOARD OF DIRECTORS

The fundamental responsibility of the Board of Directors is to appoint or ensure that there is a competent executive team and to oversee the management of the business, with a view to maximizing shareholder value and ensuring corporate conduct in an ethical and legal manner via an appropriate system of corporate governance and internal control.

The Mandate of the Board was adopted by the Board on June 21, 2007 and amended on October 21, 2011.

1. COMPOSITION OF THE BOARD

1.1 The Board shall consist of at least two but not more than ten Directors, with the number of Directors set by the Board. The number of Directors shall be sufficient to allow rotation of the members of each of the Board's Committees as required. Directors shall stand for election by the Shareholders of the Corporation at each Annual Meeting.

1.2 The Board shall have a majority of independent Directors as such term is defined in the securities regulation in Norway and Canada and subject to the United Kingdom corporate governance guidelines. No Director who is also an executive officer or employee of the Corporation (or any related entity) or who is related to any material business contact of the Corporation shall be considered to be an independent Director. In general, each independent Director shall be free of any relationship that could, or could reasonably be perceived to, in the opinion of the Board, interfere with the exercise of independent judgment as a member of the Board. Further, at least two Directors elected by the Shareholders of the Corporation shall be independent of any holders of 10% or more of the voting securities of the Corporation. The Board as a whole shall annually review and make a determination as to each Director's status as an independent Director.

1.3 The Chair of the Board should be an independent Board member as defined above. Alternatively, where this is not appropriate, an independent Director should be appointed to act as "lead Director" to act as the effective leader of the Board and to insure that the Board's agenda will enable it to successfully carry out its duties. In any event, the composition of the Board should meet the Corporation's need for expertise, capacity and diversity.

2. BOARD MEETINGS

2.1 Board meetings shall comply with the requirements of the Corporation's by-laws. The Board shall meet at least every quarter for a formal Board meeting. A quorum of the Board shall consist of a majority of the Directors. Participation in a meeting of the Board by telephone is permissible at the request of a Director and with the prior consent of the Chair of the Board. Each meeting of the Board shall be followed by an in-camera meeting of independent Directors.

2.2 Directors must attend (which may be by telephone conference) all Board and applicable Committee meetings unless there is a compelling reason for non-attendance. The Board expects that each Director will prepare for each meeting of the Board by reviewing materials provided in advance of the meeting.

2.3 Corporate Secretary shall take minutes of each Board meeting and shall distribute them to each Director for comments prior to their final release.

3. BOARD ORIENTATION AND CONTINUING EDUCATION

3.1 The Board shall ensure that all new Directors receive an orientation. All new Directors should fully understand the role of the Board and its Committees, as well as the contribution individual Directors are expected to make (including, in particular, the commitment of time and resources that the Corporation expects from its Directors). All new Directors should also understand the nature and operation of the Corporation's business.

3.2 The Board shall at its discretion provide continuing education opportunities for all Directors, so that individuals may maintain or enhance their skills and abilities as Directors, as well as to ensure their knowledge and understanding of the Corporation's business remains current.

4. CODE OF BUSINESS CONDUCT AND ETHICS

4.1 The Board shall define the Corporation's basic corporate values and shall adopt a written code of business conduct and ethics in accordance with these values. Once adopted, the code shall be applicable to all Directors, officers and employees of the Corporation and shall constitute written standards that are reasonably designed to promote integrity and to deter wrong-doing. The Board shall be responsible for monitoring compliance with the code. Any waivers from the code that are granted for the benefit of the Corporation's Directors or executive officers shall be granted by the Board only.

5. BOARD COMMITTEES

5.1 The Board shall establish such Committees as the Board deems necessary to assist the Board in meeting its responsibilities. Each of the Committees shall consist of such number of independent Directors as required by applicable Canadian and Norwegian laws and as recommended under United Kingdom corporate governance guidelines. The Board, at its organizational meeting held in conjunction with each annual general meeting of the Shareholders, shall nominate the Chair and members of the Committee for the ensuing year. The Board may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee.

5.2 Each Committee shall report to the Board on its deliberations after each Committee meeting. Members of management and non-independent Directors may be invited to Committee meetings by the Chair of a Committee, but shall not participate in the in-camera sessions of any Committee.

5.3 The Board shall establish and approve a Charter for each standing Committee and shall require each Committee to annually review its charter for adequacy and relevancy and its performance against the Charter and provide a report thereon to the Board.

5.4 Each standing Committee shall annually provide the Board with a report on its activities in the previous year.

6. REGULAR BOARD ASSESSMENTS

6.1 The Corporate Governance and Nomination Committee will report annually on the effectiveness and contribution of the Board.

7. BOARD ADMINISTRATION

(a) The Board shall establish and monitor procedures for identification of and dealing with conflicts of interest. Directors must recuse themselves from a particular matter where there may be a perception of conflict or a perception that they may not bring objective judgment to the consideration of the matter.
(b) The Board must not take any action which may confer on certain Shareholders or other parties an unfair advantage at the expense of other Shareholders or the Corporation.
(c) Directors shall annually complete a Directors and Officers Questionnaire and confirm at the time of each offering or major disclosure document that the information provided is complete and accurate.
(d) The Board shall oversee an annual review of Director compensation to ensure development of a compensation strategy that properly aligns the interests of Directors with the long-term interests of the Corporation and Shareholders.
(e) The Corporation shall indemnify Directors against losses that may arise from the appropriate exercise of their authority as Directors, and shall arrange for an adequate level of Directors and Officers Liability Insurance to supplement this indemnification.
(f) The Board shall have access to such officers and employees of the Corporation and to the Corporation's external auditors, and to such information respecting the Corporation, as it considers being necessary or advisable in order to perform its duties and responsibilities.
(g) The Board shall be entitled to engage independent counsel and other advisors as it considers reasonably necessary to carry out its duties and to set and pay the compensation for any such advisors.
(h) The Board shall develop a calendar of activities to be undertaken by the Board for each ensuing year, with particular emphasis on objectives, strategy and implementation, and shall cause the same to be done by each Committee within a reasonable period of time following each annual general meeting of Shareholders.

8. ROLES & RESPONSIBILITIES

The Board has the ultimate responsibility for the management at the Corporation and for supervising management's activities in general. The Board's responsibility for the management of the Corporation includes responsibility for ensuring that the activities are soundly organized, drawing up plans and budgets for the activities of the Corporation, keeping itself informed of the Corporation's financial position and ensuring that its activities, accounts and asset management are subject to adequate control. The Board's roles and responsibilities include the following:

(a) Adopting a strategic planning process and approving a strategic plan which takes into account, among other things, the opportunities and risks of the business with frequent input from management on the Corporation's performance against the strategic plan.
(b) Monitoring appropriate procedures for identifying the principal risks of the Corporation's business, implementing appropriate systems to address these risks, and receiving frequent updates on the status of risk management activities and initiatives.
(c) Supervising the succession planning processes at the Corporation, including the selection, appointment, development, evaluation and compensation of the Chair of the Board, the CEO and the Named Executive Officers.
(d) Monitoring the CEO's and other executives' performance against a set of mutually agreed corporate objectives directed at maximizing shareholder value.
(e) Creating a culture of integrity throughout the Corporation, with specific emphasis on review of the CEO and other executive officers of the Corporation, and promoting that culture of integrity both through the actions of the Board and its individual Directors and through the Board's interaction with and expectations of management.
(f) Establishing guidelines for the Corporation's reporting of financial and other information based on openness and taking into account the requirement for equal treatment of all participants in the securities market. These guidelines must ensure that market participants receive correct, clear, relevant and up-todate information in a timely manner.
(g) Adopting a communication policy for the Corporation and regularly reviewing the Corporation's Disclosure Policy, and approving all material disclosure items prior to disclosure in accordance with the Disclosure Policy.
(h) Ensuring that the Corporation has good disclosure and internal controls in accordance with the regulations that apply to its activities, including the Corporation's own corporate values and ethical guidelines. The Corporation's internal control arrangements shall address the organization and implementation of its disclosure and financial reporting requirements.
(i) When considering the Corporation's accounts, the Board shall ask that the CEO and the CFO confirm to the Board that the proposed financial statements which the Board is asked to adopt have been prepared in accordance with generally accepted accounting practice, that all the information included is in accordance with the actual situation of the Corporation and that nothing of material importance has been omitted. The financial statements must be approved by all members of the Board and signed by two directors.
(j) Reviewing and approving the Corporation's annual operating and capital budgets with frequent input from management on the Corporation's performance against the budget.
(k) Developing the Corporation's approach to corporate governance including the process of determining Board member qualifications and nomination of Directors.
(l) Monitoring the Corporation's overall approach to human resources and compensation strategies.
(m) Receiving feedback from stakeholders via shareholder proposals, communications to the nonmanagement group of Directors (which may be sent to the designated independent director in care of the Corporate Secretary) and review of any concerns received under the Corporation's Reporting of Violations Policy.
(n) It is the responsibility of the Board to consider the Norwegian Code of Practice for Corporate Governance (the "Code") and the QCA Corporate Governance Guidelines for Smaller Quoted Companies (the "QCA Guidelines") and decide how the Corporation will meet the guidelines or explain as required under the Code and the QCA Guidelines. The Board is expected to include a corporate governance report in the Corporation's continuous disclosure documents in accordance with the applicable laws, including an explanation of how the Corporation adheres to this Code of Practice.

AI assistant

TOWER RESOURCES PLC — Proxy Solicitation & Information Statement 2015

7980_iss_2015-05-29_3350b462-b9ab-4959-bbaf-e0d4513865e8.pdf

WENTWORTH RESOURCES LIMITED

TO BE HELD ON

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

BY ORDER OF THE BOARD OF DIRECTORS OF WENTWORTH RESOURCES LIMITED

WENTWORTH RESOURCES LIMITED

INFORMATION CIRCULAR DATED MAY 19, 2015

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, JUNE 23, 2015

MANAGEMENT SOLICITATION OF PROXIES

SHAREHOLDERS ELIGIBLE TO VOTE AT THE MEETING

NOTICE TO SHAREHOLDERS

AIM

Oslo Børs

VOTING BY PROXY FOR REGISTERED SHAREHOLDERS

Appointment and Revocation of Proxies

Exercise of Discretion by Proxy Holder

VOTING DIRECTIONS FOR NON-REGISTERED BENEFICIAL HOLDERS

Holders of Depository Interests, holders of VPS Interests and holders of Common Shares held through a broker or Nominee ("Beneficial Shareholders").

A. Beneficial Shareholders who hold their Common Shares through the Depository as at the Record Date.

B. Beneficial Shareholders who hold VPS Interests

C. Beneficial Shareholders who hold their Common Shares through a broker or a nominee

Revoking Voting Instructions

NOTICE-AND-ACCESS

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

PARTICULARS OF MATTERS TO BE ACTED ON AT THE MEETING

1. Financial Statements and Auditors' Report

2. Election of Directors

Notes:

Orders

Bankruptcies

Penalties and Sanctions

3. Appointment of Auditors

4. Advisory Vote Regarding Salary, Bonus and Benefits to the Executive Management of the Corporation

5. Binding Vote Regarding Equity-based Compensation

6. Other Matters

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Base Salaries and Perquisites

Bonuses

Long-Term Incentive Compensation

Summary Compensation Table

Notes:

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

Notes:

Incentive Plan Awards – Value Vested or Earned During The Year

Termination and Change of Control Benefits

Notes:

Director Compensation

Director Compensation Table

Outstanding Share-Based Awards and Option-Based Awards

Notes:

Incentive Plan Awards – Value Vested or Earned During The Year

Financial Instruments

Risk of Compensation Policies and Practices

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Stock Option Plan

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

CORPORATE GOVERNANCE

AUDIT COMMITTEE

Notes in relation to fees expensed for services provided by KPMG:

ADDITIONAL INFORMATION

SCHEDULE "A"

WENTWORTH RESOURCES LIMITED

Statement on the Determination of Compensation of Executive Personnel

Guidelines for Compensation

Salary, Bonus, Benefits (Advisory)

Stock Options (Binding)

SCHEDULE "B"

WENTWORTH RESOURCES LIMITED CORPORATE GOVERNANCE PRACTICES

SCHEDULE "C"

APRIL 14, 2011 (amended 21 October 2011) WENTWORTH RESOURCES LIMITED AUDIT COMMITTEE CHARTER

A. PURPOSE

B. COMPOSITION, PROCEDURES AND ORGANIZATION

C. DUTIES AND RESPONSIBILITIES

I. Oversight of the Independent Auditors

TOWER RESOURCES PLC Proxy Solicitation & Information Statement 2015