October 2, 2018 - 7:30 AM EDT
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Wentworth Resources Limited : Primary Insider Notification

2 October 2018

("Wentworth" or the "Company")

Primary Insider Notification

Reference is made to the stock exchange announcement by Wentworth, the Oslo Børs (OSE: WRL) and AIM (AIM: WRL) listed independent, East Africa-focused oil & gas company, dated 2 October 2018, regarding the results of the special meeting of the Company held on 2 October 2018 (the "Special Meeting"), resolving, inter alia, the re-domiciliation of Wentworth from Alberta, Canada to Jersey, Channel Islands (the "Continuance").

Pursuant to the Business Corporations Act (Alberta) (the "ABCA"), eligible shareholders had a right to dissent to the Continuance, provided that notification of such dissent has been sent to the Company at or prior to the Shareholders' Meeting. Shareholders who have exercised (and not withdrawn) such right of dissent will, provided that the Continuance becomes effective, be deemed to have transferred to the Company for cancellation their common shares (determined as of the close of business on the last business day (in Alberta) before the day of the Shareholders' Meeting (i.e. on 1 October 2018)).

Based on a preliminary counting of the number of shareholders having exercised their right of dissent and the number of common shares held by them as of the relevant date, the Company announces that it will be required to acquire 2,329,326 common shares of the Company, representing 0.88% of the issued and outstanding common shares of the Company, from dissenting shareholders. The relevant shares will be deemed transferred to the Company at the time the Continuance becomes effective (expected late October 2018). The Company will pay a price per common share acquired equal to the fair value of such shares determined as of the close of business on 1 October 2018, as agreed between the Company and each dissenting shareholder or, absent such agreement, as determined by a court of law having jurisdiction over the matter, as further governed by the ABCA. The Company will publish an update of the number of common shares the Company will be required to acquire, if the number change following the final counting of such number of shares.

The common shares acquired by Wentworth will be cancelled and the Company will, following such cancellation, not own any common shares in the Company.


Wentworth Eskil Jersing,
Chief Executive Officer
[email protected]
+44 7717 847 623
  Katherine Roe,
Chief Financial Officer

[email protected]
+44 7841 087 230

Stifel Nicolaus Europe Limited AIM Nominated Adviser and Broker (UK) +44 (0) 20 7710 7600
  Callum Stewart  
  Ashton Clanfield  


Peel Hunt LLP



Broker (UK)
Richard Crichton
Ross Allister


+44 (0) 20 7418 8900

FTI Consulting Investor Relations Adviser (UK) [email protected]
+44 (0) 20 3727 1000
  Sara Powell
Kim Camilleri

About Wentworth

Wentworth is a publicly traded (OSE: WRL, AIM: WRL), independent oil & gas company with: natural gas production; exploration and appraisal opportunities; all in the Rovuma Delta Basin of coastal southern Tanzania and northern Mozambique.

Inside Information

The information contained within this announcement is deemed by Wentworth to constitute inside information as stipulated under the Market Abuse Regulation (EU) no. 596/2014 ("MAR"). On the publication of this announcement via a Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.

Cautionary note regarding forward-looking statements

This press release may contain certain forward-looking information. The words "expect", "anticipate", believe", "estimate", "may", "will", "should", "intend", "forecast", "plan", and similar expressions are used to identify forward looking information.

The forward-looking statements contained in this press release are based on management's beliefs, estimates and opinions on the date the statements are made in light of management's experience, current conditions and expected future development in the areas in which Wentworth is currently active and other factors management believes are appropriate in the circumstances. Wentworth undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless required by applicable law.

Readers are cautioned not to place undue reliance on forward-looking information. By their nature, forward-looking statements are subject to numerous assumptions, risks and uncertainties that contribute to the possibility that the predicted outcome will not occur, including some of which are beyond Wentworth's control. These assumptions and risks include, but are not limited to: the risks associated with the oil and gas industry in general such as operational risks in exploration, development and production, delays or changes in plans with respect to exploration or development projects or capital expenditures, the imprecision of resource and reserve estimates, assumptions regarding the timing and costs relating to production and development as well as the availability and price of labour and equipment, volatility of and assumptions regarding commodity prices and exchange rates, marketing and transportation risks, environmental risks, competition, the ability to access sufficient capital from internal and external sources and changes in applicable law. Additionally, there are economic, political, social and other risks inherent in carrying on business in Tanzania and Mozambique. There can be no assurance that forward-looking statements will prove to be accurate as actual results and future events could vary or differ materially from those anticipated in such statements. See Wentworth's Management's Discussion and Analysis for the period ended 30 June 2018, available on Wentworth's website, for further description of the risks and uncertainties associated with Wentworth's business.


Neither Oslo Børs nor the AIM Market of the London Stock Exchange has reviewed this press release and neither accepts responsibility for the adequacy or accuracy of this press release.

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

This announcement is distributed by West Corporation on behalf of West Corporation clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Wentworth Resources Limited via Globenewswire

Source: Thomson Reuters ONE (October 2, 2018 - 7:30 AM EDT)

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