TOWER RESOURCES PLC — Proxy Solicitation & Information Statement 2018

Aug 22, 2018

WENTWORTH RESOURCES LIMITED

(Incorporated in Alberta, Canada with registered number 208919431)

"Issuer Company"

Form of Direction

This Form of Direction is for completion by holders of Depository Interests representing common shares, on a one for one basis, in the capital of the Issuer Company ("Common Shares") in respect of the Meeting of the Company to be held at FTI Consulting, 200 Aldersgate, Aldersgate Street, London, EC1A 4HD, United Kingdom on Tuesday, October 2, 2018, at 10:00 A.M. (BST) (the "Meeting").

I/We

Of

(Please insert full name(s) and address(es) in BLOCK CAPITALS)

being a holder of Depository Interests representing Common Shares hereby instruct Link Market Services Trustees Limited, the Depository as my/our proxy to vote for me/us and on my/our behalf in person or by proxy at the Meeting (and at any adjournment(s) thereof) as directed by an X in the spaces below.

Please indicate with an "X" in the spaces below how you wish your vote to be cast. If no indication is given, you will be deemed as instructing the Depository to abstain from voting on the specified resolution.

Resolutions		For	Against
1.	Approving the continuance of the Issuer Company into Jersey, Channel Islands and certain related actions, including the adoption of new constitutional documents, the change of the Corporation's name to "Wentworth Resources Plc" and the holding in treasury of any shares purchased in connection with and following the continuance, as described in the information circular of the Corporation dated August 21, 2018 (the "Information Circular").
2.	Approving the delisting of the Common Shares (in the form of registered beneficial interests (deposit rights)) from Oslo Børs, as described in the Information Circular.
3.	Approving the share authority authorizations granting the board the authority to allot, issue, convert any security into, grant options over or otherwise dispose of certain equity securities, and to disapply pre-emption in respect of certain allotments of equity securities, as described in the Information Circular.

Signature:……………………………………………………………….. Date: …………………………….

NOTES:

• 1. To be effective, this Form of Direction and the power of attorney or other authority (if any) under which it is signed, or a notarially or otherwise certified copy of such power or authority, must be deposited at Link Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom no later than 10am UK BST on Thursday the 27th September 2018, or 72 hours prior to any reconvened Meeting in the event of an adjournment of the Meeting (Saturdays, Sundays and holidays in Alberta, Canada and / or the United Kingdom).
• 1. Any alterations made to this Form of Direction should be initialled.
• 1. In the case of a corporation this Form of Direction should be given under its Common Seal or under the hand of an officer or attorney duly authorised in writing.
• 1. Please indicate how you wish your votes to be cast by placing "X" in the box provided. On receipt of this form duly signed, you will be deemed to have authorised the Depositary (Link Market Services Trustees Limited) to vote, or to abstain from voting, as per your instructions. If no voting instruction is indicated, the Depository will abstain from voting on the specified resolution.
• 1. Depository Interests held in uncertified form (i.e. in CREST), representing shares on a one for one basis in the Issuer Company, may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual.
• 1. The Depository will appoint the Chairman of the Meeting or, failing him, Katherine Roe, Chief Financial Officer of the Issuer Company, as its proxy to cast your votes. The person appointed proxy may also vote or abstain from voting as he or she thinks fit on any other business (including amendments to resolutions) which may properly come before the Meeting.
• 1. Depository Interest holders wishing to attend the Meeting should request a Letter of Representation by contacting the Depository at Link Market Services Trustees Limited, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, or by e-mail at CAGtrustees@linkgroup.co.uk, by no later than 10am UK BST on the 27th September 2018 to request a Letter of Representation.

WENTWORTH RESOURCES LIMITED

VPS FORM OF PROXY

THIS VPS FORM OF PROXY IS FOR COMPLETION BY HOLDERS OF VPS INTERESTS REPRESENTING COMMON SHARES, ON A 1 FOR 1 BASIS, IN THE CAPITAL OF WENTWORTH RESOURCES LIMITED (THE "COMMON SHARES") IN RESPECT OF THE MEETING TO BE HELD AT FTI CONSULTING, 200 ALDERSGATE, ALDERSGATE STREET, LONDON, EC1A 4HD, UNITED KINGDOM, ON TUESDAY, OCTOBER 2, 2018, AT 10:00 A.M. (BST) (THE "MEETING").

I/We (name in full), __________________________________________________________, being a holder of VPS Interests representing Common Shares in the share capital of Wentworth Resources Limited (the "Corporation") hereby appoint Nordea Bank AB (publ), filial i Norge (the "VPS Registrar") as my/our proxy to vote for me/us and on my/our behalf at the Meeting to be held on the above date and at any adjournment(s) thereof as directed by an "X" in the spaces below.

• 1. Approving the continuance of the Corporation into Jersey, Channel Islands and certain related actions, including the adoption of new constitutional documents, the change of the Corporation's name to "Wentworth Resources Plc" and the holding in treasury of any shares purchased in connection with and following the continuance, as described in the information circular of the Corporation dated August 21, 2018 (the "Information Circular").
• 1. Approving the delisting of the Common Shares (in the form of registered beneficial interests (deposit rights)) from Oslo Børs, as described in the Information Circular.
• 1. Approving the share authority authorizations granting the board the authority to allot, issue, convert any security into, grant options over or otherwise dispose of certain equity securities, and to disapply pre-emption in respect of certain allotments of equity securities, as described in the Information Circular.

• On any other business which may properly come before the Meeting, or any adjournment(s) thereof, the proxy is authorized to act or vote as he or she in his or her discretion may determine.

The undersigned hereby revokes any proxy previously given for the Meeting referred to herein.

DATED this _____ day of ___________________, 2018.

Name of Shareholder (Please Print) Signature of Shareholder

Number of Common Shares represented by this proxy

This proxy form is not valid unless it is signed. (See important Information and Instructions on reverse)

INSTRUCTIONS FOR COMPLETION OF VPS FORM OF PROXY

• 1. In order for this VPS Form of Proxy to be valid, kindly complete, sign and return this VPS Form of Proxy to the VPS Registrar, Nordea Bank AB (publ), filial i Norge, Attn: Issuer Services, P.O. Box 1166 Sentrum, N–0107, Oslo, Norway, no later than 10:00 a.m. (BST) / 11:00 a.m. (CEST) on 26 September, 2018, or at least 96 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 nis@nordea.com or by fax to +47 24 01 34 62.
• 1. This VPS Form of Proxy should be dated and must be signed by the Shareholder or the Shareholder's attorney, duly authorized in writing. If the Shareholder is a body corporate, this VPS Form of Proxy must be executed under its corporate seal or executed by a director, officer or attorney thereof duly authorized. A person signing as attorney, executor, administrator, trustee, or in any other representative capacity, should indicate his or herstatus as representative and attach evidence of his or her authority and qualification to act. If this form of proxy is not dated in the above space, it will be deemed to bear the date on which it was mailed to the Shareholder.
• 1. Please indicate how you wish your vote to be cast by placing an "X" in the box provided. On receipt of this VPS Form of Proxy duly signed, you will be deemed to have authorised the VPS Registrar to vote, or to abstain from voting, as per you instructions. If no voting instruction is indicated, the VPS Registrar will abstain from voting on the specified resolution.
• 1. The VPS Registrar will appoint the Chairman of the Meeting as its proxy to cast your vote. The Chairman may also vote or abstain from voting as he or she thinks fit on any other business (including amendments to resolutions) which may properly come before the Meeting.

WENTWORTH RESOURCES LIMITED

FORM OF PROXY

THIS FORM OF PROXY IS SOLICITED BY MANAGEMENT AND WILL BE USED AT THE SPECIAL MEETING OF THE HOLDERS OF COMMON SHARES OF WENTWORTH RESOURCES LIMITED TO BE HELD ON TUESDAY, OCTOBER 2, 2018, AT 10:00 A.M. (BST).

The undersigned holder (the "Shareholder") of common shares (the "Common Shares") of Wentworth Resources Limited (the "Corporation"), hereby appoints Robert McBean, Chairman of the board of directors of the Corporation, or failing him, Katherine Roe, Chief Financial Officer of the Corporation, of Calgary, Alberta, Canada, or instead of either of them, __________________________________ of __________________________________, as proxyholder, to attend, act and vote in respect of all Common Shares held by the undersigned at the special meeting of the Shareholders to be held at FTI Consulting, 200 Aldersgate, Aldersgate Street, London, EC1A 4HD, United Kingdom, on Tuesday, October 2, 2018, at 10:00 a.m. (BST) and at any adjournment(s) thereof (the "Meeting"), and at any poll(s) which may take place in consequence thereof, with the same powers that the undersigned would have if the undersigned were present at the Meeting, and without limiting the foregoing, the said proxy is hereby instructed to vote at the Meeting as follows:

• 1. Approving the continuance of the Corporation into Jersey, Channel Islands and certain related actions, including the adoption of new constitutional documents, the change of the Corporation's name to "Wentworth Resources Plc" and the holding in treasury of any shares purchased in connection with and following the continuance, as described in the information circular of the Corporation dated August 21, 2018 (the "Information Circular").
• 1. Approving the delisting of the Common Shares (in the form of registered beneficial interests (deposit rights)) from Oslo Børs, as described in the Information Circular.
• 1. Approving the share authority authorizations granting the board the authority to allot, issue, convert any security into, grant options over or otherwise dispose of certain equity securities, and to disapply pre-emption in respect of certain allotments of equity securities, as described in the Information Circular.

• On any other business which may properly come before the Meeting, or any adjournment(s) thereof, the proxy is authorized to act or vote as he or she in his or her discretion may determine.

Unless otherwise indicated, the persons named above, if appointed as proxyholder, will vote all Common Shares represented at the Meeting by properly executed proxies "FOR" each of the above matters. If any amendments or variations to matters identified in the Notice of Special Meeting are proposed at the Meeting, or if any other business properly comes before the Meeting, discretionary authority is hereby conferred with respect thereto.

The undersigned hereby revokes any proxy previously given for the Meeting referred to herein.

DATED this _____ day of ___________________, 2018.

Name of Shareholder (Please Print) Signature of Shareholder

Number of Common Shares represented by this proxy

This proxy form is not valid unless it is signed. (See important Information and Instructions on reverse)

INSTRUCTIONS FOR COMPLETION OF PROXY

• 1. Robert McBean is a director and officer and Katherine Roe is an officer of the Corporation. A Shareholder has the right to appoint a person, who need not be a Shareholder, other than those named above to represent him or her at the Meeting. A Shareholder may exercise this right by inserting the name of such other person in the blank space provided and striking out the other names, or may complete another appropriate proxy and, in either case, should deliver the completed proxy as set forth below.
• 1. If you are unable to be personally present at the Meeting and in order for this proxy to be valid, kindly complete, sign and return this proxy to Link Asset Services, 34 Beckenham Road, Kent, BR3 4TU so as to be received by no later than 10:00 a.m. (BST) on September 28, 2018, being 48 hours (excluding Saturdays, Sundays and holidays in Alberta, Canada) prior to the time of the Meeting, or at least 48 hours prior to any adjournments(s) thereof.
• 1. This proxy should be dated and must be signed by the Shareholder or the Shareholder's attorney, duly authorized in writing. If the Shareholder is a body corporate, this form of proxy must be executed under its corporate seal or executed by a director, officer or attorney thereof duly authorized. A person signing as attorney, executor, administrator, trustee, or in any other representative capacity, should indicate his or her status as representative and attach evidence of his or her authority and qualification to act. If this form of proxy is not dated in the above space, it will be deemed to bear the date on which it was mailed to the Shareholder.