TOWER RESOURCES PLC — Regulatory Filings 2018

Oct 2, 2018

Wentworth Resources Limited : Primary Insider Notification

Wentworth Resources Limited : Primary Insider Notification

2 October 2018

WENTWORTH RESOURCES LIMITED

("Wentworth" or the "Company")

Primary Insider Notification

Reference is made to the stock exchange announcement by Wentworth, the Oslo Børs

(OSE: WRL) and AIM (AIM: WRL) listed independent, East Africa-focused oil & gas

company, dated 2 October 2018, regarding the results of the special meeting of

the Company held on 2 October 2018 (the "Special Meeting"), resolving, inter

alia, the re-domiciliation of Wentworth from Alberta, Canada to Jersey, Channel

Islands (the "Continuance").

Pursuant to the Business Corporations Act (Alberta) (the "ABCA"), eligible

shareholders had a right to dissent to the Continuance, provided that

notification of such dissent has been sent to the Company at or prior to the

Shareholders' Meeting. Shareholders who have exercised (and not withdrawn) such

right of dissent will, provided that the Continuance becomes effective, be

deemed to have transferred to the Company for cancellation their common shares

(determined as of the close of business on the last business day (in Alberta)

before the day of the Shareholders' Meeting (i.e. on 1 October 2018)).

Based on a preliminary counting of the number of shareholders having exercised

their right of dissent and the number of common shares held by them as of the

relevant date, the Company announces that it will be required to acquire

2,329,326 common shares of the Company, representing 0.88% of the issued and

outstanding common shares of the Company, from dissenting shareholders. The

relevant shares will be deemed transferred to the Company at the time the

Continuance becomes effective (expected late October 2018). The Company will pay

a price per common share acquired equal to the fair value of such shares

determined as of the close of business on 1 October 2018, as agreed between the

Company and each dissenting shareholder or, absent such agreement, as determined

by a court of law having jurisdiction over the matter, as further governed by

the ABCA. The Company will publish an update of the number of common shares the

Company will be required to acquire, if the number change following the final

counting of such number of shares.

The common shares acquired by Wentworth will be cancelled and the Company will,

following such cancellation, not own any common shares in the Company.

Enquires:

Wentworth Eskil Jersing, eskil.jersing@wentworthresources.com

Chief Executive +44 7717 847 623

Officer

Katherine Roe, katherine.roe@wentworthresources.com

Chief Financial +44 7841 087 230

Officer

Stifel Nicolaus AIM Nominated +44 (0) 20 7710 7600

Europe Limited Adviser and Broker

(UK)

Callum Stewart

Ashton Clanfield

Peel Hunt LLP Broker (UK) +44 (0) 20 7418 8900

Richard Crichton

Ross Allister

FTI Consulting Investor Relations wentworth@fticonsulting.com

Adviser (UK) +44 (0) 20 3727 1000

Sara Powell

Kim Camilleri

About Wentworth

Wentworth is a publicly traded (OSE: WRL, AIM: WRL), independent oil & gas

company with: natural gas production; exploration and appraisal opportunities;

all in the Rovuma Delta Basin of coastal southern Tanzania and northern

Mozambique.

Inside Information

The information contained within this announcement is deemed by Wentworth to

constitute inside information as stipulated under the Market Abuse Regulation

(EU) no. 596/2014 ("MAR"). On the publication of this announcement via a

Regulatory Information Service ("RIS"), this inside information is now

considered to be in the public domain.

Cautionary note regarding forward-looking statements

This press release may contain certain forward-looking information. The words

"expect", "anticipate", believe", "estimate", "may", "will", "should", "intend",

"forecast", "plan", and similar expressions are used to identify forward looking

information.

The forward-looking statements contained in this press release are based on

management's beliefs, estimates and opinions on the date the statements are made

in light of management's experience, current conditions and expected future

development in the areas in which Wentworth is currently active and other

factors management believes are appropriate in the circumstances. Wentworth

undertakes no obligation to update publicly or revise any forward-looking

statements or information, whether as a result of new information, future events

or otherwise, unless required by applicable law.

Readers are cautioned not to place undue reliance on forward-looking

information. By their nature, forward-looking statements are subject to numerous

assumptions, risks and uncertainties that contribute to the possibility that the

predicted outcome will not occur, including some of which are beyond Wentworth's

control. These assumptions and risks include, but are not limited to: the risks

associated with the oil and gas industry in general such as operational risks in

exploration, development and production, delays or changes in plans with respect

to exploration or development projects or capital expenditures, the imprecision

of resource and reserve estimates, assumptions regarding the timing and costs

relating to production and development as well as the availability and price of

labour and equipment, volatility of and assumptions regarding commodity prices

and exchange rates, marketing and transportation risks, environmental risks,

competition, the ability to access sufficient capital from internal and external

sources and changes in applicable law. Additionally, there are economic,

political, social and other risks inherent in carrying on business in Tanzania

and Mozambique. There can be no assurance that forward-looking statements will

prove to be accurate as actual results and future events could vary or differ

materially from those anticipated in such statements. See Wentworth's

Management's Discussion and Analysis for the period ended 30 June 2018,

available on Wentworth's website, for further description of the risks and

uncertainties associated with Wentworth's business.

Notice

Neither Oslo Børs nor the AIM Market of the London Stock Exchange has reviewed

this press release and neither accepts responsibility for the adequacy or

accuracy of this press release.

This information is subject of the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.