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.

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.