Private Placement of 61,696,024 new Shares to raise USD 40.0 million; Subsequent Offering of up to 9,254,403 new Shares to raise up to NOK 35.35 million; and Directors' Dealings

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE UNLAWFUL.

PRESS RELEASE                                                                  October 28, 2013

Wentworth Resources Limited

("Wentworth" or the "Company")

Private Placement of 61,696,024 new Shares to raise USD 40.0 million;

Subsequent Offering of up to 9,254,403 new Shares to raise up to NOK 35.35 million; and

Directors' Dealings

Wentworth Resources Limited ("Wentworth" or the "Company"), the Oslo Stock Exchange and London Stock Exchange (AIM market) listed oil and gas exploration and production company (OSE: WRL / AIM: WRL.L), is pleased to announce that it has raised gross proceeds of USD 40.0 million (GBP 24.68 million, NOK 235.78 million) through the issue of 61,696,024 Placement Shares with institutional and other investors at a price of 40.0 pence per Placing Share.

The Company also announces an offer of up to 9,254,403 Offer Shares by way of a Subsequent Offering to Eligible Shareholders at an Subscription Price of NOK 3.82 per Offer Share to raise gross proceeds of up to NOK 35.35 million (USD 6.00 million, GBP 3.70 million). Shareholders of Depository Interests admitted to trading on AIM are not Eligible Shareholders.

The Private Placement

61,696,024 Placement Shares have been subscribed at a subscription price of pence 40,0 (approximately NOK 3.82) per Placement Share (representing a discount of approximately 10.1% and 12.9% to the market price of the Existing Shares trading on AIM and on the OSE, respectively, on October 24, 2013), raising gross proceeds of approximately USD 40.0 million (GBP 24.68 million, NOK 235.78 million).

The Company intends to use the net proceeds from the Private Placement (totalling approximately USD 36.84 million) to carry out its planned work activities in Mozambique and Tanzania and for working capital purposes. Wentworth is entering into a busy operational period, which includes the following highlights:

Onshore Rovuma License, Mozambique

• Two firm exploration wells and an optional third well to be drilled by Anadarko commencing in Q2 2014 

• Tembo-1 prospect will be drilled first which has been identified as potentially oil-bearing and is targeting gross P_mean prospective resources of 277 MMstb (in the oil case, or 1,482 Bscf in the gas case) 

• Other well location(s) to be agreed in Q4 2013 

Mnazi Bay Production Sharing Agreement, Tanzania

• Acquisition of 320km of onshore 2D seismic has commenced, focused on the southern portion of the Mnazi Bay Concession in Tanzania where limited data currently exists  

• The construction of the new Mtwara to Dar es Salaam pipeline continues to progress as well as negotiation of a gas sales agreement with the Government of Tanzania 

• It is expected the pipeline will be completed by the end of 2014 and first gas delivery from the Mnazi Bay field is expected by early 2015 

FirstEnergy Capital LLP and Investec Bank plc acted as Joint Bookrunners, Swedbank First Securities as Manager and Panmure Gordon (UK) Limited as Nominated Adviser on the Placing (together the "Banks").

Directors' Dealings

The changes in the Directors' and Executive Management's disclosable interests pursuant to the Private Placement are as set out below:

Subsequent Offering

The Subsequent Offering comprises an offer of up to 9,254,403 Offer Shares to Eligible Shareholders at a Subscription Price of NOK 3.82 per Offer Share. The Subsequent Offering is being implemented in order to give existing Shareholders (other than Ineligible Shareholders, such as those resident in Canada and holders of Depository Interests admitted to trading on AIM) of the Company as of October 28, 2013 who were not invited to participate in the Private Placement the opportunity to subscribe for Shares at the equivalent Subscription Price as in the Private Placement. Each Eligible Shareholder will, subject to applicable securities laws, be granted 0.14062 non-tradable Subscription Rights for each existing Share owned as of October 28, 2013 rounded down to the  nearest whole subscription right. Each Subscription Right will give the right to subscribe for and be allocated one Offer Share in the Subsequent Offering. Over-subscription and subscription without subscription rights is permitted. Subscription Rights not used to subscribe for Offer Shares will lapse without compensation and be of no value to the holder. Shareholders of the Company not registered in the Norwegian Central Securities Depository ("VPS") will not be eligible to receive Subscription Rights.

Shareholders of Depository Interests admitted to trading on AIM are not Eligible Shareholders.

Subject to all Offer Shares being issued, the Subsequent Offering will result in NOK 35.35 million (GBP 3.70 million, USD 6.00 million, EUR 4.36 million) in gross proceeds. The net proceeds from the Subsequent Offering (totalling approximately USD 5.70 million) are expected to be used to support the Company's work activities and provide additional working capital.

Swedbank First Securities is acting as Settlement Agent in Norway in respect of the Subsequent Offering.

Admission and Total Voting Rights

The Placement Shares will rank pari passu with all existing Shares and will represent approximately 42.8 per cent. of the enlarged issued share capital of the Company from the issue of the Placement Shares. The Company's share capital may also be increased by up to an additional 9,254,403 Shares pursuant to the Subsequent Offering.

Application has been made for admissions of the Placement Shares and Offer 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 ("First Admission") which is anticipated to occur on October 31, 2013, and the Subsequent Offering is conditional upon the admission of the Offer Shares to trading on AIM and the Oslo Stock Exchange ("Second Admission") which is anticipated to occur on November 28, 2013.

Upon First Admission, the enlarged issued share capital of the Company will total 144,284,964 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.  

Prospectus and Presentation

A prospectus containing details of the Private Placement and Subsequent Offering is expected to be made available on the Company's website www.wentworthresources.com and www.swedbank.no upon approval by Financial Supervisory Authority of Norway, if received. The prospectus will not be passported into the United Kingdom.

An updated investor presentation will also shortly be made available on Wentworth's website.

Geoff Bury, Managing Director of Wentworth, commented:

"This financing provides us with the capital necessary to participate, as a working interest partner, in a high impact exploration drilling programme in Mozambique. It also funds our on-going exploration work over the Mnazi Bay Concession in Tanzania in preparation for new development and exploration wells. The Company received substantial support for the Private Placement from both existing shareholders and new institutional investors. We welcome our new shareholders and we also look forward to welcoming the participation of other eligible shareholders wishing to participate in the upcoming Subsequent Offering."    

Please refer to Appendix III for the glossary and details of the defined terms used in the announcement.

This summary should be read in conjunction with the full text of this announcement.

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.

Gerold Fong, Vice President Exploration of the Company and an Exploration Geophysicist with over 30 years of international and frontier experience in many basins worldwide, has read and approved the technical disclosure in this regulatory announcement. Mr. Fong holds a B.sc. in Geophysics from the University of Calgary and is a member of the Association of Professional Engineers and Geoscientist of Alberta.

Important Information

THIS ANNOUNCEMENT IS AN ADVERTISEMENT. IT IS NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS WHICH IS TO BE PUBLISHED IN DUE COURSE. THE PROSPECTUS, WHEN PUBLISHED, WILL BE MADE AVAILABLE ON WENTWORTH'S WEBSITE.

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, Subsequent Offering or otherwise. This announcement is not a prospectus and investors should not subscribe for or purchase any New Shares referred to in this announcement. Any offer to acquire New Shares referred to in this announcement will be made, and any investor should make his investment, solely on the basis of information in the Prospectus expected to be published shortly.

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 FirstEnergy Capital LLP or Investec Bank plc or Swedbank First Securities 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, FirstEnergy Capital LLP, Investec Bank plc, and Swedbank First Securities 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.

Panmure Gordon (UK) Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser to the Company in connection with the Private Placement, the Subsequent Offering, First Admission and Second Admission.  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.  Panmure Gordon (UK) Limited is acting exclusively for the Company and for no one else in connection with the Private Placement, the Subsequent Offering, First Admission and Second Admission.  Panmure Gordon (UK) Limited will not regard any other person (whether or not a recipient of this announcement) as its customer in relation to the Private Placement, the Subsequent Offering, First Admission and Second Admission and will not be responsible to any other person for providing the protections afforded to customers of Panmure Gordon (UK) Limited or for providing advice in relation to the Private Placement, the Subsequent Offering, First Admission and Second Admission or any transaction or arrangement referred to in this announcement.

FirstEnergy Capital LLP and Investec Bank plc are acting as joint bookrunners and managers and Swedbank First Securities is acting as manager in connection with the Private Placement, the Subsequent Offering, First Admission and Second Admission.  FirstEnergy Capital LLP is authorised and regulated in the United Kingdom by the Financial Conduct Authority.  Investec Bank plc is authorised by the Prudential Regulation Authority in the United Kingdom and regulated by the Financial Conduct Authority in the United Kingdom.  Swedbank First Securities is authorised and regulated in Norway by the Norwegian Financial Supervisory Authority. FirstEnergy Capital LLP, Investec Bank plc and Swedbank First Securities are hereinafter referred to as the "Managers".  The Managers are acting exclusively for the Company and for no one else in connection with the Private Placement, the Subsequent Offering, First Admission and Second Admission.  The Managers will not regard any other person (whether or not a recipient of this announcement) as a customer in relation to the Private Placement, the Subsequent Offering, First Admission and Second Admission and will not be responsible to any other person for providing the protections afforded to the respective customers of the Managers or for providing advice in relation to the Private Placement, the Subsequent Offering, First Admission and Second Admission or any transaction or arrangement referred to in this announcement.

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, 2012, 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 press release and neither accepts responsibility for the adequacy or accuracy of this press release.

 October 28, 2013

Wentworth Resources Limited

("Wentworth" or the "Company")

Private Placement of 61,696,024 new Shares to raise USD 40.0 million;

Subsequent Offering of up to 9,254,403 new Shares to raise up to NOK 35.35 million and

Directors' Dealings

1.     INTRODUCTION 

Wentworth Resources Limited ("Wentworth" or the "Company"), the Oslo Stock Exchange and London Stock Exchange (AIM market) listed oil and gas exploration and production company (OSE: WRL / AIM: WRL.L), is pleased to announce that it has raised gross proceeds of USD 40.0 million (GBP 24.68 million, NOK 235.78 million) through the issue of 61,696,024 Placement Shares with institutional and other investors at a price of 40.0 pence per Placing Share.

The Company also announces an offer of up to 9,254,403 Offer Shares by way of a Subsequent Offering to Eligible Shareholders at an Subscription Price of NOK 3.82 per Offer Share to raise gross proceeds of up to NOK 35.35 million (USD 6.00 million, GBP 3.70 million). The Subsequent Offering is being implemented in order to give existing Shareholders (other than Ineligible Shareholders, such as those resident in Canada and holders of Depository Interests) of the Company as of October 28, 2013 who were not invited to participate in the Private Placement the opportunity to subscribe for Shares at the equivalent Subscription Price as in the Private Placement. Each Eligible Shareholder will, subject to applicable securities laws, be granted 0.14062 non-tradable Subscription Rights for each existing Share owned as of October 28, 2013. Shareholders of the Company not registered in the Norwegian Central Securities Depository ("VPS") will not be eligible to receive Subscription Rights.

Shareholders of Depository Interests admitted to trading on AIM are not Eligible Shareholders.

Subject to all Offer Shares being issued, the Subsequent Offering will result in NOK 35.35 million (GBP 3.70 million, USD 6.00 million, EUR 4.36 million) in gross proceeds.

2.     REASONS FOR THE PRIVATE PLACEMENT AND THE SUBSEQUENT OFFERING AND USE OF PROCEEDS
  
2.1  Background

The purpose of the Private Placement is to provide the Company with sufficient capital to carry out certain planned work activities in Tanzania and Mozambique until December 31, 2014 and for working capital purposes. The net proceeds from the Subsequent Offering are expected to be used to support the Company's future work activities and provide additional working capital. Depending on the results of these exploration and development plans, the Company expects to require additional capital to fund the next phase of operations from January 2015, including additional seismic studies, exploration wells in Mozambique and Tanzania and field infrastructure costs relating to supplying gas to the Mtwara to Dar es Salaam Gas Pipeline. The scope and magnitude of such operations is subject to agreement between the partners to the Mnazi Bay Concession and Onshore Rovuma Block and is expected to be financed from additional equity and/or debt and/or out of internally generated cash flow.

An additional purpose of the Subsequent Offering is to enable the shareholders other than Ineligible Shareholders (such as shareholders in Canada and existing shareholders holding Depository Interests in the Offshore Register), as of the Record Date, who did not participate in the Private Placement, to subscribe for Shares in the Company at the equivalent price as in the Private Placement, thus limiting dilution of their shareholding.

Wentworth's current operations in Tanzania

In Tanzania, the acquisition of 248km² of offshore 3D seismic data over the offshore area of the Mnazi Bay Concession was completed in January 2013. Full processing has been completed and interpretation of the data is ongoing.

The Company engaged RPS to reevaluate the Mnazi Bay Concession prospectivity which resulted in estimated net Pmean contingent and prospective (unrisked) recoverable resources of 266 Bscf and 637 Bscf, respectively, from 266 Bscf and 823 Bscf, previously.  The revised estimate of the Company's net P10 contingent and prospective (unrisked) resources changed from 509 Bscf and 1,254 Bscf, respectively, to 509 Bscf and 879 Bscf, respectively. The reduced estimate of net prospective resources is predominately due to the results of the onshore Ziwani-1 exploration well drilled in Q2 2012 that failed to encounter commercial quantities of hydrocarbons.  The Company anticipates that the ongoing acquisition of onshore 2D seismic will help to identify new prospects over this under explored area of the Mnazi Bay Concession.

Following the completion of the work-over of three existing shut-in wells during Q3 2012, the Company and the Mnazi Bay Concession partners commenced the process of acquiring 320km of onshore 2D seismic, focusing on the southern portion of the concession where limited data exists.

Construction by a third party of the Mtwara to Dar es Salaam Gas Pipeline and associated facilities  is currently scheduled to be completed by the end of 2014. Completion of the pipeline is subject to a number of customary conditions precedent, including the execution of a gas sales agreement. Negotiation of the gas sales agreement is ongoing between the Company, the Mnazi Bay Concession partners and the GoT. The Directors are confident that the key terms of the gas sales agreement have been agreed in principle between the Company, the Mnazi Bay Concession partners and the GoT, and that the final gas sales agreement will be deliverable by the end of 2013.

The Company expects its existing four wells, three of which are shut-in, are capable of delivering the initial supply of 80 MMscf/d gross of gas, in aggregate, and that any additional volumes will require additional development and exploration drilling.

Wentworth's current operations in Mozambique

In Mozambique, the acquisition of 1,016 line km of 2D seismic data was completed in February 2013 covering the north central and north-eastern portion of the Onshore Rovuma Block which is adjacent to the Mnazi Bay Concession in Tanzania. Processing was completed in Q1 2013 and interpretation of the data was completed in Q3 2013. The Company engaged RPS to reevaluate the Onshore Rovuma Block prospectivity under two scenarios: (i) the case where all prospects contain gas; and (ii) the case where the Tembo prospect contains oil and all other prospects contain gas. This resulted in an increase in estimated net Pmean prospective (unrisked) recoverable gas resources from 177 Bscf to either 550 Bscf under scenario (i) or 32 MMstb oil plus 375 Bscf gas under scenario (ii). Furthermore, the revised estimate of the Company's net P10 prospective (unrisked) gas resources increased from 315 Bscf to either 825 Bscf under scenario (i) or 90 MMstb oil plus 513 Bscf gas under scenario (ii).

The Company and its partners intend to drill two exploration wells in 2014: the first commencing in Q2 2014, focusing on the Tembo-1 prospect; and the second to spud immediately following the completion of drilling operations of the first well, with location likely to be agreed upon in Q4 2013. The partners have secured a drill rig for the planned two well program plus an optional third well.  Drilling of the first well will meet the minimum work obligations of the second phase exploration program, which is due to expire on August 31, 2014 (extended from September 1, 2013). The drilling of the second well will meet work program commitments of the third phase exploration program, which the partners anticipate entering into. The third phase exploration program has been amended to cover 12 months in duration commencing September 1, 2014, but has not yet been committed to.

2.2     Use of proceeds

The Company intends to use the aggregate net proceeds (of approximately USD 36.84 million) from the Private Placement for the following purposes:

Private Placement (gross proceeds):

 

1. The Company is contractually obliged to pay in the event of an equity financing in excess of USD 10 million 

2. Estimated G&A and operational costs over the next 15 months to year end 2014 

3. The contingent third exploration well is estimated to be less costly because mobilization and demobilization costs are already incorporated into the costs of the first two committed wells 

The Company anticipates that additional expenditures in late 2014 may include field infrastructure required to tie the Mnazi Bay gas field into the new Mtwara to Dar es Salaam Pipeline and a potential development well in Mnazi Bay to support future production.  The estimated costs of these activities net to the Company is USD 15 million, however, the Company will not commit to these expenditures until the gas sales agreement is signed.  

The Company anticipates being able to secure debt finance, such as reserve based lending, in the event that the Mnazi Bay contingent resources are reclassified as reserves following completion of the Mtwara to Dar es Salaam Gas Pipeline and upon entry into a gas sales agreement, which will serve to finance additional development activities on the Mnazi Bay Concession.

The Company intends to use the aggregate net proceeds (of up to approximately USD 5.70 million assuming full take up) from the Subsequent Offering to fund future exploration development activities and for working capital purposes.

As at September 30, 2013, the Company had cash and cash equivalents of USD 1.81 million. The Group will utilize this available cash, in addition to (i) operational cash flow resulting from gas production at the Mnazi-Bay 3 well and (ii) remaining receivables from the sale of its power segment expected to be received in 2013 to fund additional discretionary operational activities. Furthermore, the Company intends to use this capital to supplement its operations detailed above in the event that the Subsequent Offering is not fully subscribed.

Depending on the results of these exploration and development plans, the Company expects to require additional capital to fund the next phase of operations from January 2015, including additional exploration wells in Mozambique and Tanzania, additional seismic studies and field infrastructure costs relating to the tie-in to the Mtwara to Dar es Salaam Gas Pipeline. The scope and magnitude of such operations will be subject to agreement between the Mnazi Bay Concession partners and is expected to be financed from additional equity and/or debt and/or through internally generated cash flows.

3.     THE PRIVATE PLACEMENT AND SUBSEQUENT OFFERING  

Please refer to Appendix I and II of this announcement in relation to the offering statistics and the expected timetable of key events. Please note that the Placement Shares have already been subscribed, issued and allotted, subject only to First Admission.

3.1    The Private Placement

 

Overview
The Company, with the assistance of the Joint Bookrunners and Swedbank, invited certain existing shareholders as well as new institutional and professional investors to participate in a book-building process for the Private Placement. The book-building process for the Private Placement was completed on October 25, 2013 in which 61,696,024 Placement Shares were subscribed at a subscription price of pence 40.0 (approximately NOK 3.82) per Placement Share (representing a discount of approximately 10.1% and 12.9% to the market price of the Existing Shares trading on AIM and on the OSE, respectively, on October 24, 2013), raising gross proceeds of approximately GBP 24.68 million (NOK 235.78 million, USD 40.00 million).

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 minimum subscription and allocation was set to EUR 100,000.

Completion of the book-building process for the Private Placement was announced on October 28, 2013. 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 October 31, 2013 through payment by investors against delivery of the Placement Shares (in the form of depository interests representing the underlying Shares) through CREST for trading on AIM. For investors specifically requesting VPS settlement for trading on the Oslo Stock Exchange, settlement is expected to take place on or about the same date through payment by investors against delivery of the Placement Shares (in the form of depository interests representing the underlying Shares) through the VPS.

The First Admission and trading in the Placement Shares is expected to commence on AIM and on the Oslo Stock Exchange on October 31, 2013.

 

Completion of the Private Placement remains conditional upon First Admission.  

Participation of major existing shareholders and members of the Company's management, supervisory and administrative bodies in the Private Placement
Of the Company's major shareholders, Vitol and Mr Robert P. McBean participated in the Private Placement, subscribing for 7,989,118 and 1,370,446 Placement Shares respectively.

Of the Company's management and Board, Mr Robert P. McBean, Mr Cameron Barton, Mr Neil B. Kelly and Mr Geoff Bury participated in the Private Placement, subscribing for 1,370,446, 154,240, 385,600 and 100,000 Placement Shares, respectively.

Upon First Admission, Vitol, Mr Robert P. McBean, Mr Cameron Barton, Mr Neil B. Kelly and Mr Geoff Bury shall hold a total of 14,277,922, 8,903,637, 1,530,291, 912,815 and 200,000 Shares in the Company, respectively, representing approximately 9.90%, 6.17%, 1.06%, 0.63% and 0.14% of the issued share capital, respectively.    

The Company is not aware of any conflicting interests of any subscriber in the Private Placement that is material to the Private Placement.

The Placement Shares
The Placement Shares will be ordinary Shares in the Company, issued in accordance with the ABCA and delivered electronically in the form of depository interests representing the underlying Shares through CREST for trading on AIM or through VPS for trading on the Oslo Stock Exchange.

The Placement Shares will, in all respects, rank pari passu with the existing Shares, and will be eligible for any dividends declared after their issue. The Placement Shares will have voting rights and other rights consistent with the provisions of the ABCA, and are governed by Alberta law.

The Placement Shares will be delivered in the form of depository interests with the VPS or as Depository Interests for settlement in CREST. The Placement Shares shall be registered on the same ISIN as the existing Shares, being CA 9506771042. The Placement Shares will be automatically listed on the Oslo Stock Exchange upon their issuance and publication of the Prospectus, while application has been made for admission of the Placement Shares to trading on AIM as Depository Interests. First Admission is expected to take place on the Oslo Stock Exchange and on AIM on or about October 31, 2013.

Dilution       
The Private Placement will result in an immediate dilution of approximately 42.8% for the Company's shareholders.

3.2     The Subsequent Offering

 

General
The Subsequent Offering comprises an offer by the Company to issue up to 9,254,403 Offer Shares at a Subscription Price of NOK 3.82 (approximately 40.0 pence) per Offer Share, being equivalent to the subscription price in the Private Placement. Subject to all Offer Shares being issued, the Subsequent Offering will result in NOK 35.35 million (GBP 3.70 million, USD 6.00 million, EUR 4.36 million) in gross proceeds.

The Subsequent Offering is being implemented in order to give existing Shareholders registered in the VPS (other than Ineligible Shareholders, such as those resident in Canada and holders of Depository Interests) of the Company as of October 28, 2013 (as registered in the VPS on the Record Date) who were not invited to participate in the Private Placement the opportunity to subscribe for Shares at the equivalent Subscription Price as in the Private Placement.

Eligible Shareholders will be granted non-tradable Subscription Rights that, subject to applicable laws, provide preferential rights to subscribe for and be allocated Offer Shares in the Subsequent Offering. Over-subscription and subscription without Subscription Rights will be permitted, however, there can be no assurance that Offer Shares will be allocated for such subscriptions.

Subscription Rights and Offer Shares will not be issued or sold in certain jurisdictions or to residents of certain jurisdictions.

 

The completion of the Subsequent Offering is subject to Second Admission.

Subscription Rights
Eligible Shareholders, being shareholders of the Company as of the end of October 28, 2013, as appearing in the VPS on the Record Date, except for (i) those shareholders who were invited to participate in the Private Placement (themselves or through their respective affiliates), (ii) shareholders not registered in the VPS and (iii) shareholders restricted from participating due to laws and regulations in their home country jurisdiction (including Canada), will be granted non-tradable Subscription Rights giving a preferential right to subscribe for, and be allocated, Offer Shares in the Subsequent Offering. Each Eligible Shareholder will, subject to applicable securities laws, be granted 0.14062 non-tradable Subscription Right for each existing Share owned as of October 28, 2013. The number of Subscription Rights granted to each Eligible Shareholder will be rounded down to the nearest whole Subscription Right.

Each Subscription Right will, subject to applicable securities laws, give the right to subscribe for and be allocated one Offer Share in the Subsequent Offering. Over-subscription (i.e. subscription for more Offer Shares than the number of Subscription Rights held by the subscriber entitles the subscriber to be allocated) and subscription without Subscription Rights will be permitted, however, there can be no assurance that Offer Shares will be allocated for such subscriptions.

The Subscription Rights must be used to subscribe for Offer Shares before the end of the Subscription Period (i.e. November 20, 2013 at 16:30 (CET). Subscription Rights that are not exercised before November 20, 2013 at 16:30 (CET) will have no value and will lapse without compensation to the holder. Holders of Subscription Rights should note that subscriptions for Offer Shares must be made in accordance with the procedures set out in the Prospectus and that the holding of Subscription Rights in itself does not represent a subscription for Offer Shares.

Ineligible Shareholders will not receive Subscription Rights. Eligible Shareholders should be aware that the exercise of Subscription Rights by holders who are located in countries outside of Norway may be restricted or prohibited by applicable securities laws.

Record Date
The date for determining the Eligible Shareholders who receive Subscription Rights is October 28, 2013, as registered in the shareholders register in VPS at the end of the Record Date, i.e. on October 31, 2013. On October 28, 2013, the Shares were traded on the Oslo Stock Exchange inclusive of the right to receive Subscription Rights. From the trading day following this day (i.e. October 29, 2013), the Shares were traded exclusive of the right to receive Subscription Rights. Transaction in the existing Shares made on or before this date, but which have not been registered in the VPS within the Record Date will be disregarded for the purposes of determining the allocation of Subscription Rights.

Subscription Period
The Subscription Period for the Subsequent Offering will commence on November 6, 2013 and end at 16:30 hours (CET) on November 20, 2013.

The Subscription Period for the Subsequent Offering may be extended at the Company's own discretion, but not beyond November 27, 2013. Any extension of the Subscription Period will be announced through the Company's website. A decision to extend the Subscription Period will be announced no later than 16:30 (CET) on November 20, 2013. In the event of extension, the allocation date, the first trading date, the payment date and the date of delivery of Offer Shares will be extended correspondingly.

The Subsequent Offering may not be revoked.

Subscription Price
The Subscription Price in the Subsequent Offering is NOK 3.82 per Offer Share, which is equivalent to the subscription price in the Private Placement.

Subscription procedures
Details for the procedures for subscribing for Offer Shares will be detailed in the Prospectus that is anticipated to be issued shortly.

Participation of major existing shareholders and members of the Company's management, supervisory or administrative bodies in the Subsequent Offering

The Company is not aware of any major existing shareholders or members of the Company's management, supervisory or administrative bodies who intend to subscribe for more than 5% of the Subsequent Offering.

The Company is not aware of any conflicting interests by any subscriber in the Subsequent Offering that is material to the Subsequent Offering.

Dilution
Assuming full subscription of the Subsequent Offering, the Private Placement and Subsequent Offering will result in an immediate dilution of approximately 46.2% for shareholders who do not participate in the Subsequent Offering.

3.3     Shares following the Private Placement and the Subsequent Offering
Following the registration and Admission of the Placement Shares issued in the Private Placement, the Company's issued and outstanding Shares will have been increased from 82,588,940 to 144,284,964 Shares, each without nominal or par value. Following completion, and assuming full subscription (i.e. 9,254,403 Offer Shares) of the Subsequent Offering, the Company's issued and outstanding number of shares will increase from 144,284,964 to 153,539,367 Shares.

The Company has only one class of shares outstanding and all Shares are freely transferable.

3.4     Net proceeds and expenses
The Company will bear the fees and expenses related to the Private Placement and the Subsequent Offering, which are estimated to amount to approximately USD 3.46 million (NOK 20.37 million, GBP 2.13 million) (assuming full subscription in the Subsequent Offering), of which approximately USD 2.71 million (NOK 15.97 million, GBP 1.67 million) are fees and expenses to the Managers and to Panmure (assuming full subscription in the Subsequent Offering), and approximately USD 0.75 million (NOK 4.39 million, GBP 0.46 million) are other costs and expenses. No expenses or taxes will be charged by the Company, the Managers or Panmure to the subscribers in the Private Placement and the Subsequent Offering.

Total net proceeds from the Private Placement and Subsequent Offering are estimated to amount to approximately USD 42.54 million (NOK 250.76 million, GBP 26.25 million) (assuming that the Subsequent Offering is fully subscribed) and will be allocated to the Company's share capital and share premium reserve fund.

3.5     Publication of information relating to the Private Placement and the Subsequent Offering
Updates, press releases and other information relating to the Private Placement and the Subsequent Offering will be posted on the Company's website at www.wentworthresources.com. In addition, the Company will use the Oslo Stock Exchange's/LSE's information systems to publish information relating to the Private Placement and the Subsequent Offering.

APPENDIX I

Offering statistics

Notes:       

1. The number of Subscription Rights granted to each Eligible Shareholder will be rounded down to the nearest whole Subscription Right. 

2. Assuming the Subsequent Offering is fully subscribed and all Offer Shares are issued. 

APPENDIX II

Indicative timetable and key dates

Each of the times and dates in the above timetable and mentioned throughout this announcement may be adjusted by the Company in consultation with, or if required with the agreement of, Panmure and the Managers in which event details of the new times and dates will be notified to the Oslo Stock Exchange, the London Stock Exchange and, where appropriate, Eligible Shareholders.

References to times in this announcement are to Oslo times unless otherwise stated.

APPENDIX III

Definitions and glossary of terms used in this announcement