TOWER RESOURCES PLC — Share Issue/Capital Change 2015

Jun 26, 2015

Wentworth Resources Limited : Private Placement of 15,412,269 new shares to raise USD 7.6 million

Wentworth Resources Limited : Private Placement of 15,412,269 new shares to raise USD 7.6 million

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN

IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR

IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,

CANADA, JAPAN, JERSEY, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH

RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

26 June 2015

Wentworth Resources Limited

Private Placement of 15,412,269 new shares to raise USD 7.6 million

(the "Private Placement" or "Placement")

Wentworth Resources Limited ("Wentworth" or the "Company"), the Oslo Stock

Exchange (OSE: WRL) and AIM (AIM: WRL) listed independent, East Africa-focused

oil and gas company, is pleased to announce that it has successfully raised

gross proceeds of USD 7.6 million (GBP 4.9 million, NOK 59.7 million) with

institutional investors and certain Directors and members of the Executive

Management.

Highlights

* Successfully raised USD 7.64 million from existing and new institutional

investors at no discount to market price

* The Placing Price represents a premium of 8.8 per cent. to the three month

volume weighted average share price

* Issue of 15.4 million new common shares, representing 9.9 per cent. of the

existing issued share capital

* The new funds provide the Company with sufficient working capital beyond its

projected receipt of first cashflow for gas sales from its Mnazi Bay

concession

* Construction of the Government owned and operated Mtwara to Dar es Salaam

pipeline is complete and the accompanying processing facilities are nearing

completion with pre-commissioning activities ongoing

* Delivery of first gas into the new pipeline continues to be on track to

commence in Q3 2015

* Significant progress has been made in recent weeks on advancing payment

guarantee arrangements and the Company is confident these will be completed

prior to the delivery of first gas to the pipeline

* The Company expects to start receiving cash flow from gas sales to the new

pipeline in Q4 2015

Bob McBean, Executive Chairman of Wentworth, commented:

"We are very pleased with the successful outcome of this raise which provides

the working capital we need prior to delivery of first gas. We are confident

that, with the support of our Partners and the commitment shown by the

Government, gas will be on stream in the coming months and will be fully

supported by an agreed payment guarantee arrangement. I and the Board would like

to thank our existing shareholders for their continued support and welcome our

new shareholders at an exciting period ahead for Wentworth".

The Private Placement

15,412,269 new common shares of no par value (the "Placement Shares") have been

subscribed for at a placing price of 31.5 pence per Placement Share (the

"Placing Price") (approximately NOK 3.9) (representing the closing bid price of

the Existing Shares trading on AIM, on June 25, 2015 raising gross proceeds of

approximately USD 7.6 million (GBP 4.9 million, NOK 59.7 million).  The Placing

Price has been determined on the basis of a book building process with the

institutional investors participating in the Private Placement.

As previously disclosed in Wentworth's Q1 2015 Management Discussion and

Analysis and Financial Statements, the Company has explored a number of debt

financing options to strengthen its balance sheet ahead of first gas sales at

Mnazi Bay.  Consideration of the pricing, availability and terms of these debt

financing options and discussions with major shareholders, has resulted in the

Board decision to raise equity capital through the Private Placement.

The Private Placement represents a quick and cost-effective method of raising

funds necessary to give the Company sufficient working capital until projected

cash flow from gas sales at Mnazi Bay commences.  The Placing Price represents

no discount to the prevailing market price on AIM, consequently, the Directors,

notwithstanding  the Company's obligations under section 2.1 of the Continuing

Obligations for Stock Exchange Listed Companies (the "Continuing Obligations"),

consider the Private Placement to be in the best interests of the Company to

secure funding from qualifying investors at the most competitive cost and in a

timescale that will allow the Company to continue its ongoing development

activities at Mnazi Bay and to fund certain near-term payables due, for debt

servicing and for working capital obligations.

The decision to conduct the Private Placement as announced herein, and

consequently not offering existing shareholders a preferential right to

subscribe for the Placement Shares, is based on the fact that timing of the

Placement is of the essence in order to obtain the subscription price actually

obtained, and which consequently ensures minimal economic dilution in value for

the existing shareholders that were not invited to participate. Furthermore, it

is a limited size Placement and existing shareholders not participating in the

Private Placement should therefore be able to participate through the public

markets given the liquidity in those markets should they wish to maintain their

ownership percentage.

FirstEnergy Capital and Stifel have been appointed as Joint Bookrunners in

respect of the Placement.

The Placement Shares have not been registered under the U.S. Securities Act and

were only offered and sold (i) to investors outside the United States and that

are not U.S. persons in reliance on Regulation S under the U.S. Securities Act

and applicable exemptions from the prospectus requirements in the relevant

jurisdictions, and (ii) in the United States to "qualified institutional buyers"

(QIBs) as defined in Rule 144A under the U.S. Securities Act under an exemption

from, or in a transaction not subject to, the registration requirements of the

U.S. Securities Act and applicable state securities laws.

The book-building process for the Private Placement was completed on June

26, 2015. Notices of allocation were sent to the investors on the same date.

Settlement of the Placement Shares is expected to take place on or about July

1, 2015 through payment by subscribers against delivery of the Placement Shares

(in the form of depository interests representing the underlying Shares) through

CREST for trading on AIM.

Directors Dealings

The changes in the Directors' and Executive Management's disclosable interests

pursuant to the Private Placement are as set out below:

Director Existing Number of Shareholding % of enlarged

shareholding Placement immediately issued share

Shares following capital upon

subscribed Admission Admission

Robert McBean 8,903,637 201,748 9,105,385 5.37%

Neil Kelly 912,815 163,458 1,076,273 0.63%

Management

Geoffrey Bury 200,000 100,000 300,000 0.18%

Lance - 50,000 50,000 0.03%

Mierendorf

Admission and Total Voting Rights

The Placement Shares will rank pari passu with all existing Shares and will

represent approximately 9.1 per cent of the enlarged issued share capital of the

Company from the issue of the Placement Shares.

Application has been made for admission of the Placement Shares to trading on

AIM as Depository Interests. The Private Placement is conditional upon the

admission of the Placement Shares to trading on AIM and the Oslo Stock Exchange

which is anticipated to occur on July 1, 2015.

Upon Admission, the enlarged issued share capital of the Company will total

169,534,969 Shares. This figure may then be used by shareholders in the Company

as the denominator for the calculations by which they will determine if they are

required to notify their interest in, or a change to their interest in Wentworth

under the Financial Conduct Authority's Disclosure and Transparency Rules.

Enquiries:

Wentworth  Geoffrey Bury, gpb@wentworthresources.com

Managing Director +1 403 993 4450

Lance Mierendorf, lance.mierendorf@wentworthresources.com

Chief Financial +1 403 680 8773

Officer

Katherine Roe katherine.roe@wentworthresources.com

Head of Investor +44 7841 087 230

Relations &

Corporate

Communications

Swedbank First Broker (Norway) +47 23 23 80 00

Securities

Ove Gusevik

Jarand Lønne

Crux Kommunikasjon Investor Relations +47 995 138 91

Adviser

(Norway)

Jan Petter Stiff

Carl Bachke

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

Europe Limited Adviser and Broker

(UK)

Callum Stewart

Ashton Clanfield

FirstEnergy Broker (UK) +44 (0) 20 7448 0200

Capital

Travis Inlow

FTI Consulting Investor Relations +44 (0) 20 3727 1000

Adviser (UK)

Edward Westropp

Tom Hufton

About Wentworth Resources

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

gas company with: natural gas production; midstream assets; a committed

exploration and appraisal drilling programme; and large-scale gas monetisation

opportunities, all in the Rovuma Delta Basin of coastal southern Tanzania and

northern Mozambique.

Wentworth holds a 31.94% participation interest in production operations and a

39.925% participation interest in exploration operations of the Mnazi Bay

Concession. Maurel & Prom is operator and holds a 48.06% participation interest

in production operations (with Tanzania Petroleum Development Corporation

holding the remaining 20% participation interest in production operations) and a

60.075% participation interest in exploration operations.

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 year ended December 31, 2014,

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

uncertainties associated with Wentworth's business.

Important Information

Neither the content of Wentworth's website nor any website accessible by

hyperlinks on Wentworth's website is incorporated in, or forms part of, this

announcement.

This announcement does not constitute or form part of any offer or invitation to

sell or issue, or any solicitation of any offer to purchase or subscribe for,

any New Shares, nor shall it (or any part of it), or the fact of its

distribution, form the basis of, or be relied on in connection with or act as

any inducement to enter into, any contract or commitment whatsoever with respect

to the Private Placement or otherwise.

The distribution of this announcement and the offering of the New Shares in

certain jurisdictions may be restricted by law. No action has been taken by the

Company or Stifel Nicolaus Europe Limited or FirstEnergy Capital LLP that would

permit an offering of such shares or possession or distribution of this

announcement or any other offering or publicity material relating to such shares

in any jurisdiction where action for that purpose is required. Persons into

whose possession this announcement comes are required by the Company, Stifel

Nicolaus Europe Limited and FirstEnergy Capital LLP to inform themselves about,

and to observe, such restrictions. In particular, this announcement should not

be distributed, forwarded to, or transmitted in or into the United States,

Canada, Japan, Australia or the Republic of South Africa.

Stifel Nicolaus Europe Limited, which is authorised and regulated in the United

Kingdom by the Financial Conduct Authority, is acting as nominated adviser and

joint bookrunner to the Company in connection with the Private Placement.  Its

responsibilities as the Company's nominated adviser under the AIM Rules are owed

solely to the London Stock Exchange and are not owed to the Company or to any

Director or to any other person in respect of his decision to acquire shares in

the Company in reliance on any part of this announcement.  Stifel Nicolaus

Europe Limited is acting exclusively for the Company and for no one else in

connection with the Private Placement.  Stifel Nicolaus Europe Limited will not

regard any other person (whether or not a recipient of this announcement) as its

customer in relation to the Private Placement and will not be responsible to any

other person for providing the protections afforded to customers of Stifel

Nicolaus Europe Limited or for providing advice in relation to the Private

Placement or any transaction or arrangement referred to in this announcement.

FirstEnergy Capital LLP is acting as joint bookrunner in connection with the

Private Placement.  FirstEnergy Capital LLP is authorised and regulated in the

United Kingdom by the Financial Conduct Authority. FirstEnergy Capital LLP is

acting exclusively for the Company and for no one else in connection with the

Private Placement. FirstEnergy Capital LLP will not regard any other person

(whether or not a recipient of this announcement) as a customer in relation to

the Private Placement and will not be responsible to any other person for

providing the protections afforded to the customers of FirstEnergy Capital LLP

or for providing advice in relation to the Private Placement or any transaction

or arrangement referred to in this announcement.

Notice

Neither the Oslo Stock Exchange 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 to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

IMPORTANT NOTICES

This announcement is for information only and does not constitute or form part

of an offer or invitation to underwrite, subscribe for or otherwise acquire or

dispose of any securities or investment advice in any jurisdiction.

THIS ANNOUNCEMENT IS NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF

SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION. SECURITIES

MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN

EXEMPTION FROM REGISTRATION. THE SECURITIES OF THE COMPANY DESCRIBED HEREIN HAVE

NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS

AMENDED (THE "US SECURITIES ACT"), OR THE LAWS OF ANY STATE OF THE UNITED STATES

OR ANY JURISDICTION THEREOF, AND MAY NOT BE OFFERED, SOLD, RE-SOLD, TRANSFERRED

OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, ABSENT

REGISTRATION OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT

TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE

WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED

STATES.

The distribution of this announcement and the Placement of the Placement Shares

as set out in this announcement in certain jurisdictions may be restricted by

law.  No action has been taken that would permit an offering of such shares or

possession or distribution of this announcement or any other offering or

publicity material relating to such shares in any jurisdiction where action for

that purpose is required. Persons into whose possession this announcement comes

are required by the Company to inform themselves about, and to observe, such

restrictions. Any failure to comply with these restrictions may constitute a

violation of the securities laws of any such jurisdiction.

This communication does not constitute an offer of securities to the public in

the United States, the United Kingdom or in any other jurisdiction. There will

be no public offer of securities in the United States, United Kingdom or in any

other jurisdiction. This communication is directed only at persons (i) having

professional experience in matters relating to investments who fall within the

definition of "investment professionals" in Article 19(5) of the Financial

Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"),

(ii) who are high net worth companies, unincorporated associations and other

persons to whom it may lawfully be communicated in accordance with Article

49(2)(a) to (d) of the Order, or (iii) other persons to whom it may lawfully be

communicated (all such persons together being referred to as "relevant

persons"). Any investment activity in connection with the Placement will only be

available to, and will only be engaged with, relevant persons. Any person who is

not a relevant person should not act or rely on this announcement or any of its

contents.

In member states of the European Economic Area, this announcement is only

addressed to and directed at persons who are "qualified investors" within the

meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC

(and amendments thereto, including the 2010 PD Amending Directive, to the extent

implemented in the Relevant Member State) and includes any relevant implementing

measure in each Relevant Member State).

This announcement includes statements that are, or may be deemed to be,

"forward-looking statements", including within the meaning of Section 27A of the

US Securities Act and Section 21E of the US Securities Exchange Act of 1934.

These forward-looking statements are based on the Company's current expectations

and projections about future events and can be identified by the use of a date

in the future or forward-looking terminology, including, but not limited to, the

terms "may", "believes", "estimates", "plans", "aims", "targets", "projects",

"anticipates", "expects", "intends", "will", "could" or "should" or, in each

case, their negative or other variations or comparable terminology. These

forward-looking statements include matters that are not historical facts and

include statements regarding the Company's intentions, beliefs or current

expectations. They are not guarantees of future performance. By their nature,

forward-looking statements involve risk and uncertainty because they relate to

future events and circumstances. A number of factors could cause actual results

and developments to differ materially from those expressed or implied by the

forward-looking statements. Any forward-looking statements in this announcement

reflect the Company's view with respect to future events as at the date of this

announcement and are subject to risks relating to future events and the

Company's operations, results of operations, financial condition, growth,

strategy, liquidity and the industry in which the Company operates. No

assurances can be given that the forward-looking statements in this announcement

will be realised. Neither the Company, Stifel nor FirstEnergy undertake any

obligation nor do they intend to revise or update any forward-looking statements

in this announcement to reflect events or circumstances after the date of this

announcement (except, in the case of the Company, to the extent required by the

Financial Conduct Authority (the "FCA"), the London Stock Exchange or by

applicable law, the AIM Rules or the Disclosure Rules and Transparency Rules).

None of the future projections, expectations, estimates or prospects in this

announcement should be taken as forecasts or promises nor should they be taken

as implying any indication, assurance or guarantee that the assumptions on which

such future projections, expectations, estimates or prospects have been prepared

are correct or exhaustive or, in the case of the assumptions, fully stated in

the announcement. As a result of these risks, uncertainties and assumptions,

prospective investors should not place undue reliance on these forward-looking

statements as a prediction of actual results or otherwise. The Company

undertakes no obligation to update the forward-looking statements in this

announcement or any other forward-looking statements it may make. Forward-

looking statements in this announcement are current only as of the date on which

such statements are made.

This announcement has been issued by, and is the sole responsibility of, the

Company. This announcement is for information only and does not constitute an

offer or invitation to underwrite, subscribe for or otherwise acquire or dispose

of any securities or investment advice in any jurisdiction in which such an

offer or solicitation is unlawful, including without limitation, the United

States, Australia, Canada, Japan, Jersey or South Africa.  Any failure to comply

with these restrictions may constitute a violation of the securities laws of

such jurisdictions.  Persons needing advice should consult an independent

financial adviser.

Neither Stifel nor FirstEnergy nor any of their respective affiliates, parent

undertakings, subsidiary undertakings or subsidiaries of their parent

undertakings nor any of their respective directors, officers, employees or

advisers nor any other person accepts any responsibility whatsoever and makes no

representation or warranty, express or implied, for or in respect of the

contents of this announcement and, without prejudice to the generality of the

foregoing, no responsibility or liability is accepted by any of them for any

such information or opinions or for any errors or omissions.

Stifel, which is regulated by the FCA in the United Kingdom, is acting solely

for the Company in relation to the Placement and nobody else and will not be

responsible to anyone other than the Company for providing the protections

afforded to the clients of Stifel nor for providing advice in relation to the

Placement or any other matter referred to in this announcement. Apart from the

responsibilities and liabilities, if any, which may be imposed upon Stifel by

the Financial Services and Markets Act 2000 or the regulatory regime established

thereunder, Stifel does not accept any responsibility whatsoever or make any

representation or warranty, express or implied, concerning the contents of this

announcement, including its accuracy, completeness or verification, or

concerning any other statement made or purported to be made by it, or on its

behalf, in connection with the Company, the Placement Shares or the Placement

and nothing in this announcement is, or shall be relied upon as, a promise or

representation in this respect, whether as to the past or future. Stifel

accordingly disclaims, to the fullest extent permitted by law, all and any

responsibility and liability whether arising in tort, contract or otherwise

(save as referred to herein) which it might otherwise have in respect of this

announcement or any such statement.

FirstEnergy, which is regulated by the FCA in the United Kingdom, is acting

solely for the Company in relation to the Placement and nobody else and will not

be responsible to anyone other than the Company for providing the protections

afforded to the clients of FirstEnergy nor for providing advice in relation to

the Placement or any other matter referred to in this announcement. Apart from

the responsibilities and liabilities, if any, which may be imposed upon

FirstEnergy by the Financial Services and Markets Act 2000 or the regulatory

regime established thereunder, First Energy does not accept any responsibility

whatsoever or make any representation or warranty, express or implied,

concerning the contents of this announcement, including its accuracy,

completeness or verification, or concerning any other statement made or

purported to be made by it, or on its behalf, in connection with the Company,

the Placement Shares or the Placement and nothing in this announcement is, or

shall be relied upon as, a promise or representation in this respect, whether as

to the past or future. FirstEnergy accordingly disclaims, to the fullest extent

permitted by law, all and any responsibility and liability whether arising in

tort, contract or otherwise (save as referred to herein) which it might

otherwise have in respect of this announcement or any such statement.

Any indication in this announcement of the price at which Placement Shares have

been bought or sold in the past cannot be relied upon as a guide to future

performance.  No statement in this announcement is intended to be a profit

forecast and no statement in this announcement should be interpreted to mean

that earnings per share of the Company for the current or future financial years

would necessarily match or exceed the historical published earnings per share of

the Company.  The price of Placement Shares and the income from them may go down

as well as up and investors may not get back the full amount invested on

disposal of the Placement Shares.

The Placement Shares will not be admitted to trading on any stock exchange other

than the London Stock Exchange and the Oslo Stock Exchange. Neither the Oslo

Stock Exchange 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.

Neither the content of the Company's website (or any other website) nor any

website accessible by hyperlinks to the Company's website is incorporated in, or

forms part of, this announcement.

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

APPENDIX: TERMS AND CONDITIONS

IMPORTANT INFORMATION REGARDING THE PLACEMENT FOR INVITED PLACEES ONLY

THIS APPENDIX CONTAINS IMPORTANT INFORMATION FOR PLACEES (AS DEFINED BELOW).

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACEMENT. THIS

ANNOUNCEMENT AND THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY, AND THE TERMS

SET OUT HEREIN ARE DIRECTED ONLY AT PERSONS: (A) WHO IF IN THE UNITED KINGDOM,

HAVE BEEN SELECTED BY THE RELEVANT BROKER AND WHO HAVE PROFESSIONAL EXPERIENCE

IN MATTERS RELATING TO INVESTMENTS AND ARE "INVESTMENT PROFESSIONALS" WITHIN THE

MEANING OF ARTICLE 19 (5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000

(FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER") OR ARE PERSONS

FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,

UNINCORPORATED ASSOCIATIONS, ETC.") OF THE ORDER; (B) WHO, IF IN A MEMBER STATE

OF THE EUROPEAN ECONOMIC AREA, ARE "QUALIFIED INVESTORS"  (AS DEFINED IN ARTICLE

2(1)(E) OF EU DIRECTIVE 2003/71/EC OF THE EUROPEAN PARLIAMENT AND THE COUNCIL OF

4 NOVEMBER 2003 (TOGETHER WITH ANY IMPLEMENTING DIRECTIVE MEASURE IN SUCH MEMBER

STATES, THE "PROSPECTUS DIRECTIVE")); OR (C) ARE OTHERWISE PERSONS TO WHOM IT

MAY LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS

"RELEVANT PERSONS").  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THE TERMS

AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL

BE ENGAGED IN ONLY WITH SUCH PERSONS.

Terms of the Placement

If a person chooses to participate in the Placement by making or accepting an

offer to acquire Placement Shares (each such person whose participation is

accepted by the Relevant Broker in accordance with this appendix being

hereinafter referred to as a "Placee" and together, as the "Placees") it will be

deemed to represent and warrant that it has read and understood this

announcement and this appendix in its entirety and to be making or accepting

such offer on the terms and conditions, and to be providing the representations,

warranties, acknowledgements, agreements and undertakings, contained in this

appendix.

The Placement Shares referred to in this announcement have not been, and will

not be, registered under the US Securities Act or under the securities

legislation of any state of the United States. Furthermore, the Placement Shares

have not been recommended by any US federal or state securities commission or

regulatory authority, nor have any of the foregoing authorities passed upon or

endorsed the merits of the Placement or confirmed the accuracy or determined the

adequacy of this announcement. Any representation to the contrary is a criminal

offence in the United States.  This appendix is not an offer of securities for

sale in the United States, and the Placement Shares may not be offered or sold

in the United States absent the registration of the Placement Shares under the

US Securities Act, or an exemption therefrom, or in a transaction not subject

to, the registration requirements of the US Securities Act. There will be no

public offer of the Placement Shares in the United States.

The Placement Shares will not be lodged with or registered by the Australian

Securities and Investments Commission and are not being offered for subscription

or sale and may not be directly or indirectly offered, sold, taken up,

transferred or delivered in or into Australia or to or for the account or

benefit of any person or corporation in (or with a registered address in)

Australia. The relevant clearances have not been, and will not be obtained from

the Ministry of Finance of Japan and no circular in relation to the Placement

Shares has been or will be lodged with or registered by the Ministry of Finance

of Japan. The Placement Shares may not therefore be offered, taken up,

transferred or sold, directly or indirectly, in or into Japan, its territories

and possessions and any areas subject to its jurisdiction or to any resident of

Japan. The Placement Shares may not be offered, taken up, transferred or sold

directly or indirectly in or into Canada or to a resident of Canada.

This announcement and appendix do not constitute an offer to sell or issue or a

solicitation of an offer to buy or subscribe for Placement Shares in any

jurisdiction in which such offer or solicitation is or may be unlawful. The

distribution of this announcement and the Placement and issue of the Placement

Shares in certain jurisdictions may be restricted by law.  No action has been

taken by the Company or the Brokers that would permit an offering of such

securities or possession or distribution of this announcement or any other

offering or publicity material relating to such securities in any jurisdiction

where action for that purposes is required. Persons to whose attention this

announcement has been drawn are required by the Company and the Brokers to

inform themselves about and to observe any such restrictions.

The price of securities and the income from them may go down as well as up and

investors may not get back the full amount on disposal of the securities.

Any indication in this announcement of the price at which Common Shares have

been bought or sold in the past cannot be relied upon as a guide to future

performance. No statement in this announcement is intended to be a profit

forecast and no statement in this announcement should be interpreted to mean

that earnings per share of the Company for the current or future financial years

would necessarily match or exceed the historical published earnings per share of

the Company.

The Placement Shares will not be admitted to trading on any stock exchange other

than the AIM Market of the London Stock Exchange and the Oslo Børs.

Persons (including, without limitation, nominees and trustee) who have a

contractual or other legal obligation to forward a copy of this announcement

should seek appropriate advice before taking any action.

Each Placee should consult with its own advisers as to legal, tax, business and

related aspects of a purchase of Placement Shares.

1. The Brokers will arrange the Placement as agents for and on behalf of the

Company. Participation will only be available to persons invited to

participate by the Brokers. The Brokers will, following consultation with

the Company, determine in their absolute discretion the extent of each

Placee's participation in the Placement, which will not necessarily be the

same for each Placee.

2. The price payable per new Common Share shall be the Placing Price.

3. A Placee's commitment to subscribe for a fixed number of Placement Shares

will be agreed with and confirmed to it orally by the Relevant Broker and

a contract note (a "Contract Note") will be despatched as soon as possible

thereafter or a Placement Letter or a subscription letter will be

despatched to the relevant Placee. The oral confirmation to the Placee by

the Relevant Broker constitutes an irrevocable, legally binding

contractual commitment to the Relevant Broker (as agent for the Company)

to subscribe for the number of Placement Shares allocated to it on the

terms set out in this appendix.

4. Commissions will not be paid to Placees in connection with the Placement.

5. The Brokers have the right, inter alia, to terminate the agreement entered

into between the Brokers and the Company in connection with the Placement

(the "Placing Agreement") at any time prior to Admission if, inter alia,

(i) there has been any material breach of the warranties, undertakings or

other obligations on the part of the Company contained in the Placing

Agreement; or (ii) there occurs an event of force majeure. If the Placing

Agreement is terminated prior to Admission, the Placement will lapse and

the rights and obligations of the Placees hereunder shall cease and

determine at such time and no claim can be made by any Placee in respect

thereof. In such event, all monies (if any) paid by the Placees to the

Relevant Broker at such time shall be returned to the Placees at their

sole risk without any obligation on the part of the Company or the

Relevant Broker or any of their respective affiliates to account to the

Placees for any interest earned on such funds. The Placees acknowledge and

agree that the Company and the Brokers may, at their sole discretion,

exercise their contractual rights to waive or to extend the time and/or

date for fulfilment of any of the conditions in the Placing Agreement. Any

such extension or waiver will not affect Placees' commitments.

6. The Brokers are acting exclusively for the Company and no one else in

connection with the matters referred to in this announcement and will not

be responsible to anyone other than the Company for providing the

protections afforded to the customers of the Brokers or for providing

advice in relation to the matters described in this announcement. The

Brokers shall not have any liability to any Placee nor shall they owe any

Placee fiduciary duties in respect of any claim they may have under the

Placing Agreement (or to any other person whether acting on behalf of a

Placee or otherwise) in respect of the exercise of their contractual

rights to waive or to extend the time and/or date for the satisfaction of

any condition in the Placing Agreement or in respect of termination of the

Placing Agreement or in respect of the Placement generally.

7. Each Placee acknowledges to, and agrees with, the Brokers for themselves

and as agents for the Company, that except in relation to the information

in this announcement, it has relied on its own investigation of the

business, financial or other position of the Company in deciding to

participate in the Placement.

8. Settlement of transactions in the Placement Shares following Admission

will take place within CREST, subject to certain exceptions. The Brokers

reserve the right to require settlement for and delivery of the Placement

Shares to the Placees in such other means that it deems necessary if

delivery or settlement is not possible within CREST within the timetable

set out in this announcement or would not be consistent with the

regulatory requirements in the jurisdictions of such Placees.

9. It is expected that settlement of the Placement will occur on 1 July

2015, on which date each Placee must settle the full amount owed by it in

respect of the Placement Shares allocated to it. The Relevant Broker may

(after consultation with the Company) specify a later settlement date (or

dates) at its absolute discretion. Payment must be made in cleared funds.

The payment instructions for settlement in CREST and settlement outside of

CREST will be notified to each Placee by the Relevant Broker. The trade

date of the Placement Shares is 26 June 2015. Interest is chargeable daily

on payments to the extent that value is received after the due date at the

rate per annum of 2 percentage points above the Barclays Bank plc base

rate. If a Placee does not comply with these obligations, the Relevant

Broker may sell the Placement Shares allocated to such Placee (as agent

for such Placee) and retain from the proceeds, for its own account, an

amount equal to the Placing Price plus any interest due. The relevant

Placee will, however, remain liable, inter alia, for any shortfall below

the Placing Price and it may be required to bear any stamp duty or stamp

duty reserve tax (together with any interest or penalties) which may arise

upon the sale of its Placement Shares on its behalf. Time shall be of the

essence as regards the obligations of Placees to settle payment for the

Placement Shares and to comply with their other obligations under this

appendix.

10. If Placement Shares are to be delivered to a custodian or settlement agent

of a Placee, the relevant Placee should ensure that its Contract Note is

copied and delivered immediately to the relevant person within that

organisation. Insofar as Placement Shares are to be registered in the name

of a Placee or that of its nominee or in the name of any person for whom

the Placee is contracting as agent or that of a nominee for such person,

such Placement Shares will, subject as provided below, be so registered

free from any liability to UK stamp duty or stamp duty reserve tax.

Placees should match the CREST details as soon as possible or if using a

settlement agent they should instruct their agent to do so. Failure to do

so could result in a CREST Settlement fine.

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

[HUG#1932043]