TOWER RESOURCES PLC — Share Issue/Capital Change 2017

May 17, 2017

Wentworth Resources Limited : Results of Private Placement

Wentworth Resources Limited : Results of Private Placement

THIS ANNOUNCEMENT 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.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT

CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY,

SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF WENTWORTH

RESOURCES LIMITED IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION

WOULD BE UNLAWFUL.

17 May 2017

Wentworth Resources Limited

Results of Private 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 the successful completion of the

Private Placement announced on 16 May 2017.

New Common Shares have been successfully conditionally placed, or subscription

agreements entered into, with new and existing investors for a total of

16,953,496 new Common Shares of no par value (the "Placement Shares") at a price

of 25 pence per Placement Share (approximately 0.32 US$, 2.73 NOK), raising

approximately US$5.5 million (GBP 4.2 million, NOK 46.3 million) in aggregate

before expenses. The net proceeds of the Private Placement are estimated to

amount to approximately US$5.1 million (GBP 3.9 million, NOK 43.2 million).

The net proceeds of the Private Placement will be used in order to advance the

Tembo appraisal program in Mozambique as well as provide general working

capital. The Placing Price represents a discount of approximately 7.7 per cent.

to the VWAP of the existing Common Shares on AIM of 27.1 pence on 16 May 2017

and of approximately 13.0 per cent. to the VWAP of the existing Common Shares on

the Oslo Stock Exchange of 3.1 NOK on 16 May 2017 (being the latest practicable

trading period prior to the date of this announcement).

Bob McBean, Executive Chairman of Wentworth, commented:

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

oversubscribed and provides the Company with working capital flexibility ahead

of the potential step up of gas demand in Tanzania, whilst supporting the

Company's ongoing Tembo appraisal programme in Mozambique. We have now carried

out an extensive technical review and evaluation of the Tembo gas discovery and

are in the process of identifying an industry partner to join in the drilling of

an appraisal well in 2018. 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 latest Corporate Presentation is available on the Company's website

www.wentworthresources.com.

Admission

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

AIM (as depositary receipts) and it is expected that such Admission will become

effective and that dealings in the Placement Shares on AIM will commence at

8.00 am BST on 19 May 2017. It is further expected that the Placement Shares

will be admitted to trading on the Oslo Stock Exchange as from the same time.

The Placement Shares will rank parri passu in all respects with the Company's

existing Common Shares.

The Private Placement is conditional, inter alia, upon Admission becoming

effective and the Placing Agreement becoming unconditional and not being

terminated. The Placement Shares have been conditionally placed by Stifel

Nicolaus Europe Limited and GMP FirstEnergy as agents of the Company with

certain existing and new institutional and other investors pursuant to a placing

agreement (the "Placing Agreement"). Under the terms of the Placing Agreement

Stifel Nicolaus Europe Limited and GMP FirstEnergy will receive commission from

the Company conditional on Admission of the Placement Shares and the Company

gave customary warranties, indemnities and undertakings to Stifel Nicolaus

Europe Limited and GMP FirstEnergy  in relation to its business. Stifel Nicolaus

Europe Limited and GMP FirstEnergy has the right to terminate the Placing

Agreement in certain circumstances prior to Admission.

Total Voting Rights

Immediately following Admission, the Company's issued share capital will consist

of 186,488,465 Common Shares. The Company does not hold any Common Shares in

treasury. This figure may be used by shareholders to determine if they are

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

Company.

The Placement Shares will represent in aggregate approximately 9.1 per cent. of

the Company's total enlarged issued ordinary share capital on Admission.

The Placement Shares have not been registered under the US Securities Act and

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

are not US Persons in reliance on Regulation S under the US 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 US Securities Act under an exemption

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

US Securities Act and applicable state securities laws.

The book-building process for the Private Placement was completed on 16 May

2017. 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 19 May

2017 through payment by subscribers against delivery of the Placement Shares (in

the form of depositary interests representing the underlying shares) through

CREST for trading on AIM and through the VPS for trading on the Oslo Stock

Exchange.

Definitions used in the announcement of the Company on 16 May 2017 apply to this

announcement unless the context requires otherwise.

About Wentworth Resources

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

gas company with: natural gas production; exploration and appraisal

opportunities; and large-scale gas monetisation initiatives, all in the Rovuma

Delta Basin of coastal southern Tanzania and northern Mozambique.

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

Vice President +44 7841 087 230

Corporate

Development and

Investor

Relations

Crux Advisers Investor Relations +47 909 808 48

Adviser

(Norway)

Carl Bachke

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

Europe Limited Adviser and Broker

(UK)

Callum Stewart

Ashton Clanfield

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

Hugh Sanderson

David van Erp

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

Adviser (UK)

Edward Westropp

Kim Camilleri

Cautionary note regarding forward-looking statements

This announcement 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 announcement 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, 2016,

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

uncertainties associated with Wentworth's business.

Notice

Neither the Oslo Stock Exchange nor the AIM Market of the London Stock Exchange

has reviewed this announcement and neither accepts responsibility for the

adequacy or accuracy of this announcement.

This information is subject of 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 Private 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 Private 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 GMP 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 GMP 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 Private 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 Private 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 Private 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.

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

solely for the Company in relation to the Private Placement and nobody else and

will not be responsible to anyone other than the Company for providing the

protections afforded to the clients of GMP FirstEnergy nor for providing advice

in relation to the Private Placement or any other matter referred to in this

announcement. Apart from the responsibilities and liabilities, if any, which may

be imposed upon GMP 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 Private 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. GMP 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

announcement and neither accepts responsibility for the adequacy or accuracy of

this announcement.

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.