TOWER RESOURCES PLC — Regulatory Filings 2018

Aug 22, 2018

Wentworth Resources Limited : Posting of Shareholder Materials and Proposed Director Appointments

Wentworth Resources Limited : Posting of Shareholder Materials and Proposed Director Appointments

PRESS RELEASE

22 August 2018

WENTWORTH RESOURCES LIMITED

("Wentworth" or the "Company")

Posting of Shareholder Materials and Proposed Director Appointments

Wentworth, the Oslo Børs (OSE: WRL) and AIM (AIM: WRL) listed independent, East

Africa-focused oil & gas company, announces that it has today published a Notice

of Special Meeting of Shareholders, a Management Information Circular and Proxy

Forms (the "Shareholder Materials") on its website (www.wentworthresources.com)

and on NewsWeb (www.newsweb.oslobors.no/).

The Shareholder Materials relate to resolutions for the proposed re-

domiciliation of Wentworth from Alberta, Canada to Jersey (the "Continuance"),

the proposed de-listing of Wentworth from the Oslo Børs (the "Delisting"), as

well as certain related share authority and other resolutions.

The Shareholder Materials further note the proposed appointment to the Board of

Katherine Roe, Wentworth's Chief Financial Offer, as an executive director, and

Iain McLaren and Tim Bushell as independent Non-Executive Directors of the

Company (the "Proposed Directors"), immediately following, and conditional upon,

the completion of the Continuance.

Background

On 16 November 2017, the Company announced that it was undertaking a

restructuring process to better align its corporate and management structures

with its shareholders and asset base in Africa. At the time, Wentworth was

incorporated under the laws of the Province of Alberta, Canada, with a Canada

based executive management team, assets in East Africa and stock market listings

in both Norway and the UK. This led to a disproportionate amount of management

time, effort and cost incurred dealing with the practical consequences of a

multi-jurisdictional group structure and dual-listing, compared to peer

Exploration & Production companies of a similar size.

The primary rationale for the proposed Continuance and Delisting included the

need for:

* a UK based executive management team;

* increased management efficiencies and reduction in corporate complexity;

* reduction in certain operational and regulatory burdens and overhead /

compliance costs;

* improved access to the Company's institutional investors;

* closer proximity and to be in the same general time zone to the Company's

asset base;

* direct access to the London M&A and A&D markets;

* established E&P sector research coverage in London; and

* a simpler transactional platform for both organic and inorganic growth

initiatives.

The first step in addressing these transitional issues was the appointment of a

UK based executive management team in Eskil Jersing as Chief Executive Officer

and Katherine Roe as Chief Financial Officer to take the Company forward, which

were announced on 15 January 2018 and 28 March 2018 respectively.

Continuance

The Continuance is expected to provide the Company with a number of benefits,

including:

* a reduction in the time and costs associated with international travel

required to hold meetings of the Board and manage the Company's assets and

maintain relationships with its JV partners, as Jersey is more conveniently

located in relation to the Company's operations than Canada;

* in the event the Company were to pay dividends, Canadian withholding tax

applicable to dividends paid to Shareholders outside Canada will be

eliminated;

* with no commercial connections to Canada, there is no reason for the Company

to be domiciled in Canada and subject to Canadian income and capital gains

taxes or for it to bear the compliance costs associated with being a

Canadian company; and

* being subject to a UK corporate governance regime and the City Code on

Takeovers and Mergers is expected to make the Company more attractive to UK

institutional investors.

Save for the appointment by the board of directors of the Proposed Directors

whose appointment is conditional upon the completion of the Continuance, the

Board, current executive management and voting controls of the Company are

expected to remain unchanged.

As part of the Continuance, the Company's name will change to "Wentworth

Resources Plc".

The Delisting

The Company has been listed on the Oslo Børs since 2005 and AIM since October

2011. The Board has, over time, monitored the benefits of having a dual-listing

and is now of the view that the benefits of being listed on the Oslo Børs, in

addition to the listing on AIM, no longer outweigh the costs and additional

regulatory burdens.

At present, the Company is required to comply with both the Norwegian rules

applicable to companies listed on the Oslo Børs and the AIM Rules for Companies,

which differ in certain areas and accordingly impose additional regulatory

burdens and increased compliance costs. These would be avoided if the Delisting

were approved. The Directors conversely believe that the AIM listing has

enhanced and will further enhance Shareholder value by allowing the Company and

Shareholders to benefit from the presence of an established E&P research sector

and improved access to UK institutional and retail investors. Additionally, the

market for small cap E&P companies with international assets beyond the North

Sea is significantly more developed on AIM, when compared to the Oslo Stock

Exchange.

The Directors believe that given the Company's size, stage of development and

strategy, it is more appropriate and beneficial for it to continue to be listed

on AIM rather than on the Oslo Børs.

Directors

Immediately following the Continuance (and conditional upon the completion of

the Continuance) it is intended that the Proposed Directors shall be appointed

by the board of directors as described above.

Ms. Katherine Roe

Katherine has been Vice President Corporate Development & Investor Relations for

the Company since 2014 and has 19 years of senior corporate and capital markets

experience. Prior to joining Wentworth, Katherine spent 11 years at Panmure

Gordon having moved from Morgan Stanley's investment banking division. She is

currently an independent Non-Executive Director of Faroe Petroleum plc, where

she will take over the role of Audit Chair in 2019.

Mr. Iain McLaren

Mr. McLaren has significant experience in the oil and gas sector with deep

experience as Audit committee chair. He is currently a Non-Executive Director of

Jadestone Energy Inc. and until May 2018 was Senior Independent Director and

Chair of the Audit Committee for Cairn Energy plc. He is currently Chairman of

F&C UK High Income Trust plc as well as the director of four investment trust

Companies. He is a past President of the Institute of Chartered Accountants of

Scotland and was a partner of KPMG for 28 years until 2008.

Mr. Tim Bushell

Mr. Bushell is a qualified geologist with more than 30 years' experience in the

oil and gas industry. He has worked at British Gas, Ultramar, LASMO, and Paladin

Resources. Most recently Tim was Chief Executive Officer at Falkland Oil and Gas

Limited and Director/co-founder of Core Energy AS. He is currently serving as a

Non-Executive Director on the Board of Rockhopper Exploration PLC, Genel Energy

plc and Petro Matad Limited and as a Director of Point Resources AS and Redrock

Energy Limited.

The appointment of the Proposed Directors by the board of directors will add

significant financial, technical and operational experience to the Board,

providing a stronger platform to execute on its strategic aspirations.

Timetable of Events (UK time)

Publication of the Information Circular and   22 August 2018

accompanying Shareholder Materials

Record Date for mailing to Shareholders and   21 August 2018

to vote at the Special Meeting

Mailing of proxy-related-materials to   22 August 2018

Shareholders

Latest time and date for receipt of VPS   10.00 a.m. on 26 September 2018

Interest Holders' completed VPS Forms of

Proxy for the Special Meeting

Latest time and date for receipt of DI   10.00 a.m. on 27 September 2018

Holders' completed Forms of Direction and

receipt of electronic proxy appointments via

the CREST system for the Special Meeting

Latest time and date for receipt of   10.00 a.m. on 28 September 2018

Registered Shareholders' completed Forms of

Proxy for the Special Meeting

Date and time of Special Meeting   10.00 a.m. on  2 October 2018

Announcement of results of Special Meeting   2 October 2018

Continuance expected to take effect   October 2018

-Ends-

Enquiries:

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 the 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.