Wentworth Resources Limited : Subscription Period in the Subsequent Offering Commences

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PRESS RELEASE                                                                        6 November 2013

Wentworth Resources Limited

("Wentworth" or the "Company")

Subscription Period in the Subsequent Offering Commences

Reference is made to the announcement by Wentworth Resources Limited ("Wentworth Resources" or the "Company") on 28 October 2013 regarding private placement of 61,696,024 new shares and a subsequent offering the ("Subsequent Offering") of up to 9,254,403 new shares in the Company (the "Offer Shares") to Eligible Shareholders. Reference is further made to the announcement made on 29 October 2013 regarding publication of the prospectus for the listing of the 61,696,024 new shares issued in the private placement, for the Subsequent Offering and listing of the Offer Shares (the "Prospectus").

The Prospectus and the subscription form for the Subsequent Offering are available at www.wentworthresources.com and www.swedbank.no. The Prospectus can also be obtained by contacting Swedbank First Securities who is acting as manager and settlement agent for the Subsequent Offering.

Subscription Price
The subscription price in the Subsequent Offering is NOK 3.82 per Offer Share.

Subscription Period
The subscription period is from and including 6 November 2013 to and including 16:30 hours (CET) on 20 November 2013.

Subscription Rights
Eligible Shareholders, being shareholders as of 28 October 2013, as appearing in the VPS on 31 October 2013, 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 receive 0.14062 non-tradable Subscription Rights for each existing share held in Wentworth Resources as of 28 October 2013, rounded down to the nearest whole Subscription Right.

Each subscription right will, subject to applicable securities law, 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.

Expected Timetable

  • 6 November 2013 - commencement of the Subscription Period 

  • 16:30 hours (CET) on 20 November 2013 - expiry of the Subscription Period 

  • On or about 21 November 2013 - allocation of the Offer Shares and distribution of allocation  letters 

  • 25 November 2013 - payment date 

  • On or about 28 November 2013 - delivery date for the Offer Shares, and listing and commencement of trading in the Offer Shares on the Oslo Stock Exchange and AIM. 

Other information
A letter with information about where the Prospectus and the subscription form are available, the number of subscription rights allocated to the Eligible Shareholders and certain other matters was distributed to all Eligible Shareholders on 5 November 2013.

The Company will be hosting a lunch presentation on Thursday 14 November at 11.30 (CET) at Swedbank First Securities, Filipstad Brygge 1, 8th floor in Oslo. No new material information will be disclosed at the presentation.

Reference is made to the Prospectus for further details about the Subsequent Offering and the risks involved with an investment in the Company.

Definitions used in the Prospectus shall have the same meanings when used in this announcement, unless the context otherwise requires.

Enquiries:
Wentworth

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 PUBLISHED 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.

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.

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



Press Release 2013 11 06

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