TOWER RESOURCES PLC — Share Issue/Capital Change 2015

Jun 26, 2015

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 precommissioning 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 shareholding	Number of Placement Shares subscribed	Shareholding immediately following Admission	% of enlarged issued share capital upon 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 Mierendorf	-	50,000	50,000	0.03%

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, Managing Director	gpb@wentworthresources.com +1 403 993 4450
	Lance Mierendorf, Chief Financial Officer	lance.mierendorf@wentworthresources.com +1 403 680 8773
	Katherine Roe Head of Investor Relations & Corporate Communications	katherine.roe@wentworthresources.com +44 7841 087 230
Swedbank First Securities	Broker (Norway)	+47 23 23 80 00
	Ove Gusevik
	Jarand Lønne
Crux Kommunikasjon	Investor Relations Adviser (Norway)	+47 995 138 91
	Jan Petter Stiff
	Carl Bachke

Stifel Nicolaus Europe Limited	AIM Nominated Adviser and Broker (UK)	+44 (0) 20 7710 7600
	Callum Stewart
	Ashton Clanfield
FirstEnergy Capital	Broker (UK)	+44 (0) 20 7448 0200
	Travis Inlow
FTI Consulting	Investor Relations Adviser (UK)	+44 (0) 20 3727 1000
	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 forwardlooking statements in this announcement or any other forward-looking statements it may make. Forwardlooking 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.
• 1. The price payable per new Common Share shall be the Placing Price.
• 1. 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.
• 1. Commissions will not be paid to Placees in connection with the Placement.
• 1. 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.
• 1. 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.
• 1. 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.
• 1. 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.
• 1. 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.
• 1. 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.

Representations and Warranties by Placees

By participating in the Placement, each Placee (and any persons acting on its behalf):

• 1. represents and warrants that it has read this announcement in its entirety and acknowledges that its participation in the Placement will be governed by the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings of this announcement (including this appendix);
• 1. acknowledges that no offering document or prospectus has been or will be prepared in connection with the Placement and that it has not received a prospectus or other offering

document in connection therewith;

• 1. represents, warrants and undertakes that it will subscribe for the Placement Shares allocated to it in the Placement and pay for the same in accordance with the terms of this appendix failing which the relevant Placement Shares may be placed with other subscribers or sold as the Brokers determine and without liability to such Placee;
• 1. confirms the Relevant Broker's absolute discretion with regard to the Placing Agreement and agrees that the Relevant Broker owes it no fiduciary duties in respect of any claim it may have relating to the Placement;
• 1. undertakes and acknowledges that its obligations under the Placement are legally binding and irrevocable;
• 1. represents and warrants that it is entitled to subscribe for Placement Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed and complied with such laws and obtained all such governmental and other guarantees and other consents which may be required thereunder and complied with all necessary formalities;
• 1. acknowledges that it is not entitled to rely on any information (including, without limitation, any information contained in any management presentation given in relation to the Placement) other than that contained in this announcement (including this appendix and represents and warrants that it has not relied on any representations relating to the Placement, the Placement Shares or the Company other than the information contained in this announcement);
• 1. acknowledges that neither the Brokers nor the Company nor any of their affiliates nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placement Shares or the Company other than this announcement; nor has it requested the Brokers, the Company, any of their affiliates or any person acting on behalf of any of them to provide it with any such material;
• 1. represents and warrants that the issue to the Placee, or the person specified by such Placee for registration as holder of Placement Shares, will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services);
• 1. represents and warrants that it is aware of and has complied with its obligations in connection with money laundering under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 (the "Regulations") and, if it is making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it and that the applicable procedures have been carried out to verify the identity of the third party as required by the Regulations;
• 1. if in the United Kingdom, represents and warrants that it is a person falling within Article 19(5) or Article 49(2)(a) to (d) of the Order and undertakes that it will acquire, hold, manage or dispose of any Placement Shares that are allocated to it for the purposes of its business;
• 1. represents and warrants that is has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placement Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
• 1. represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placement Shares in, from or otherwise involving, the United Kingdom;
• 1. if in a Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), the relevant Placee represents and warrants that:
• (a) it is a legal entity which is authorised or regulated to operate in the financial markets or, if not so authorised or regulated, its corporate purpose is solely to invest in securities; or
• (b) it is a legal entity which has two or more of:
  • (i) an average of at least 250 employees during the last financial year;
  • (ii) a total balance sheet of more than €43,000,000; and
  • (iii) an annual turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or
• (c) in the case of any Placement Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (a) the Placement

Shares acquired by it in the Placement have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors (as defined in the Prospectus Directive) or in circumstances in which the prior consent of the Brokers has been given to the offer or resale; or (b) where Placement Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placement Shares to it is not treated under the Prospectus Directive as having been made to such persons; or

• (d) such securities are sold in any other circumstance which does not require the publication of a prospectus by the Company pursuant to Article 3 of the Prospectus Directive; or
• (e) it is acquiring the Placement Shares for its own account or is acquiring the Placement Shares for an account with respect to which it exercises sole investment discretion, and that, unless otherwise agreed with the Company, it (and any such account) is subscribing for the Placement Shares in an "offshore transaction" (within the meaning of Regulation S under the US Securities Act).
• 1. represents and warrants that its obligations under the Placement are valid, binding and enforceable and that it has all necessary capacity and authority, and has obtained all necessary consents and authorities to enable it to commit to participation in the Placement and to perform its obligations in relation thereto and will honour its obligations (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this announcement);
• 1. acknowledges that the Relevant Broker is acting solely for the Company and that participation in the Placement is on the basis that it is not and will not be a client or customer of the Relevant Broker or any of its affiliates and that the Relevant Broker and its affiliates have no duties or responsibilities to it for providing the protections afforded to their clients or customers or for providing advice in relation to the Placement or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of the Relevant Broker's rights and obligations thereunder, including any right to waive or vary conditions or exercise any termination right;
• 1. undertakes and agrees that (i) the person whom it specifies for registration as holder of the Placement Shares will be (a) the Placee or (b) a nominee of the Placee, (ii) neither the Brokers nor the Company or any of their respective affiliates will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement and (iii) the Placee and any person acting on its behalf agrees to subscribe on the basis that the Placement Shares will be allotted to the CREST stock account of the Relevant Broker which will act as settlement agent in order to facilitate the settlement process;
• 1. acknowledges that any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract;
• 1. represents and warrants that, if it is in the United States or a US Person, it meets the requirements of qualified institutional buyers, as defined in Rule 144A under the US Securities Act;
• 1. represents and warrants that it understands that the Placement and sale to it of the Placement Shares has not been and will not be registered under the US Securities Act or the laws of any state of the United States; therefore, it agrees that it will not offer, sell or pledge any Placement Shares in the United States unless and until the Placement Shares are registered under the US Securities Act (which it acknowledges the Company has no obligation to do) or unless the Placement Shares are offered, sold or pledged in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and the laws of any state of the United States;

acknowledges that it has not acquired the Placement Shares as a result of any general solicitation or general advertising (as these terms are used in Regulation D under the US Securities Act), including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio, Internet or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

• 1. understands that if it is in the United States or a US Person and it decides to offer, sell or otherwise transfer any of the Placement Shares, such securities may be offered, sold or otherwise transferred only (i) to the Company, (ii) pursuant to an effective registration statement that covers resales of the securities, (iii) outside the United States in accordance with Rule 904 of Regulation S under the US Securities Act, or (iv) within the United States in a transaction that does not require registration under the US Securities Act (including, without limitation, pursuant to Rule 144 or Rule 144A) and in any case in accordance with any applicable securities laws of any state of the United States, and, with respect to clauses (iii) and (iv), the Placee has, prior to such offer, sale or transfer, furnished to the Company an opinion of counsel or other evidence of exemption, in either case reasonably satisfactory to the Company;
• 1. understands that if it is in the United States or a US Person, the Placement Shares shall only be eligible for settlement through CREST if approved by the Company, and, if requested by the Company, the Placee provides a signed letter addressed to the Company, containing certain representations regarding compliance with US securities laws;
• 1. if it is in the United States or a US Person and holds the Placement Shares in certificated form, the Placee understands and acknowledges that upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of the US Securities Act or applicable state securities laws, certificates representing, documents or notation constituting the Placement Shares and all certificates or documents issued in exchange therefor or in substitution thereof, shall bear a legend substantially in the following form:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"). THESE SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THAT COVERS RESALES OF SECURITIES, (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE US SECURITIES ACT, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE US SECURITIES ACT (INCLUDING WITHOUT LIMITATION RULE 144 OR 144A THEREUNDER) OR ANY APPLICABLE STATE SECURITIES LAWS, AND, WITH RESPECT TO CLAUSES (C) AND (D), THE HOLDER HAS, PRIOR TO SUCH OFFER, SALE OR TRANSFER, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY."

If Placement Shares are being sold under Rule 904 of Regulation S under the US Securities Act, and provided that the Company is a "foreign issuer" within the meaning of Regulation S at the time of sale, the legend may be removed by providing a declaration to Capita Registrars, the Company's registrar (including any successor transfer agent, the "Registrar"), as the Company may prescribe from time to time and, if required by Registrar, subject to applicable law, the Company will use its reasonable endeavours to obtain an opinion or memorandum of US counsel (as required by the Registrar), addressed to the Registrar permitting removal of resale restrictions for resales of Placement Shares by investors in the United States through the facilities of the London Stock Exchange in reliance upon Rule 904 of Regulation S under the US Securities Act;

• 1. the Placee consents to the Company making a notation on its records or giving instructions to any registrar and transfer agent of the Shares in order to implement the restrictions on transfer set forth and described above;
• 1. if required by applicable securities laws or as otherwise reasonably requested by the Company, the Placee will execute, deliver and file and otherwise assist the Company in filing reports, questionnaires, undertakings and other documents with respect to the issue of the Placement Shares;
• 1. the Placee has such knowledge and experience in financial, business and tax matters as to be capable of evaluating the merits and risks of its investment in the Placement Shares and it is able

to bear the economic risks and complete loss of such investment in the Placement Shares;

• 1. the Placee understands and agrees that there may be material tax consequences to the Placee of an acquisition or disposition of any of the Placement Shares. Neither the Company nor any of the Brokers gives any opinion or makes any representation with respect to the tax consequences to the Placee under United States, state, local or foreign tax law of the Placee's acquisition or disposition of such securities. In particular, no determination has been made whether the Company will be a "passive foreign investment company" ("PFIC") within the meaning of Section 1291 of the United States Internal Revenue Code;
• 1. represents and warrants that it is purchasing the Placement Shares for its account or for the account of one or more persons for investment purposes only and not with the purpose of, or with a view to, the resale, transfer or distribution or granting, issuing or transferring of interests in, or options over, the Placement Shares and, in particular, neither the Placee nor any other person for whose account it is purchasing the Placement Shares has any intention to distribute either directly or indirectly any of the Placement Shares in the United States;
• 1. represents and warrants that it has such knowledge and experience in financial and business matters and expertise in assessing credit and all other relevant risks that it is capable of evaluating independently, and has evaluated independently and conducted an in-depth detailed analysis on, the merits and risks of a purchase of the Placement Shares for itself and each other person, if any, for whose account it is acquiring any Placement Shares, and it has determined that the Placement Shares are a suitable investment for itself and each other person, if any, for whose account it is acquiring any Placement Shares, both in the nature and the number of the Placement Shares being acquired;
• 1. represents and warrants that it has been independently advised as to any resale restrictions under applicable securities laws in its own jurisdiction;
• 1. acknowledges and agrees that the relevant clearances have not been and will not be obtained from the securities commission of any province of Canada and that the Placement Shares have not been and will not be registered under the relevant securities laws of any of Australia, Japan, Jersey or South Africa or any state or territory within any such country and, subject to certain limited exceptions, may not be, directly or indirectly, offered, sold, renounced, transferred, takenup or delivered in, into or within those jurisdictions;
• 1. acknowledges that it and, if different, the beneficial owner of the Placement Shares is not, and at the time the Placement Shares are acquired will not be residents of Australia, Canada, Japan, Jersey or South Africa;
• 1. save where it has provided evidence to the satisfaction of the Relevant Broker that it meets the requirements of qualified institutional buyers, as defined in Rule 144A under the US Securities Act, it represents, warrants and acknowledges to the Relevant Broker that it is outside the United States and will only offer and sell the Placement Shares outside the United States in offshore transactions in accordance with Regulation S under the US Securities Act;
• 1. acknowledges that it will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placement Shares or the agreement by them to acquire any Placement Shares; and
• 1. acknowledges that any monies of any Placee or any person acting on behalf of the Placee held or received by the Relevant Broker will not be subject to the protections conferred by the FCA's Client Money Rules. As a consequence, these monies will not be segregated from the monies of the Relevant Broker and may be used by the Relevant Broker in the course of its business, and the relevant Placee or any person acting on its behalf will therefore rank as a general creditor of the Relevant Broker.

The acknowledgements, undertakings, representations and warranties referred to above are given to each of the Company and the Relevant Broker (for their own benefit and, where relevant, the benefit of their respective affiliates) and are irrevocable. The Company and the Relevant Broker will rely upon the truth and accuracy of the foregoing acknowledgements, undertakings, representations and warranties.

DEFINITIONS AND GLOSSARY OF DEFINED TERMS

In addition to the terms previously defined, the following definitions apply throughout this announcement unless the context otherwise requires:

"Admission"	the admission to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules for Companies
"AIM"	the AIM market of the London Stock Exchange
"AIM Rules"	the AIM Rules for Companies issued by the London Stock Exchange
"Brokers"	Stifel and FirstEnergy and "Broker" or "Relevant Broker" shall mean any one of them, as the context requires
"Common Shares"	common shares in the capital of the Company
"Company"	Wentworth Resources Limited
"CREST"	the system enabling title to securities to be evidenced and transferred in dematerialised form operated by Euroclear UK & Ireland Limited
"Disclosure Rules and Transparency Rules"	the disclosure rules and transparency rules made by the FCA pursuant to Part VI of FSMA, as amended from time to time
"FCA"	the Financial Conduct Authority
"FirstEnergy"	FirstEnergy Capital LLP
"FSMA"	the Financial Services and Markets Act 2000 (as amended)
"Joint Bookrunners"	Stifel and FirstEnergy
"London Stock Exchange"	London Stock Exchange plc
"OSE"	the Oslo Stock Exchange
"Placement" or "Private Placement"	the placement by the Brokers of the Placement Shares on behalf of the Company pursuant to the Placing Agreement and subject to the terms and conditions set out or referred to in this announcement
"Placement Shares"	the new Common Shares to be issued in connection with the Placement
"Placing Agreement"	the agreement entered into between the Brokers and the Company in connection with the Placement
"Stifel"	Stifel Nicolaus Europe Limited
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland
"US" or "United States"	United States of America, its territories and

	possessions, any State of the United States of
	America and the District of Columbia and all other
	areas subject to its jurisdiction
"US Person"	has the meaning given in Regulation S under the US
	Securities Act
"US Securities Act"	the US Securities Act of 1933, as amended