Wentworth Resources Limited : Q1 2012 Financial Statements and MD&A

24 May 2012

Wentworth Resources Limited

("Wentworth" or "the Company")

Q1 2012 Financial Statements and MD&A

Wentworth Resources Limited ("Wentworth"), the Oslo Stock Exchange (OSE: WRL) and AIM (AIM: WRL) listed independent, East Africa-focused oil & gas company, today releases its unaudited Q1 2012 Condensed Consolidated Interim Financial Statements and Management's Discussion and Analysis.

HIGHLIGHTS

:

Mnazi Bay, Tanzania

:

• The Company announced the acquisition of Cove Energy PLC's ("Cove Energy") interest in the Mnazi Bay Concession in exchange for: 

• the Company terminating its 4.95% net profits interest from Cove Energy's 8.5% working interest in the Offshore Rovuma Area 1 Concession, 

• two million newly issued common shares of Wentworth and 

• a contingent payment of up to $8.5 million should certain future natural gas production thresholds from Mnazi Bay be reached ("Swap Transaction").   

• The value of the Swap Transaction is approximately $38.8 million and the transaction is expected to close in the second quarter of 2012 and the Company will update shareholders accordingly in due course.  

• Tanzanian Petroleum Development Corporation ("TPDC") waived their pre-emptive right in respect of the Swap Transaction.  However Maurel & Prom ("M&P") exercised their pre-emptive right thereby reducing Wentworth's acquisition of Cove Energy's participation interest from 16.38% interest in production operations (20.475% interest in exploration operations) to 6.54% interest in production operations (8.175% interest in exploration operations). 

• The Company reached an agreement with M&P for the exercise of M&P's pre-emptive right in respect of the Company's acquisition of Cove Energy's participation interest in the Mnazi Bay Concession ("M&P Transaction"). The M&P Transaction is subject to government approval after which both the Swap Transaction and M&P Transaction will close.  At closing of the Swap Transaction and M&P Transaction, which is anticipated to occur in Q2 2012, the Company anticipates receiving $15.1 million net of closing adjustments and M&P will assume 60.075% of any contingent payment due to Cove Energy. 

• The Company sold its 100% owned 18MW gas-fired power plant and associated assets (located in Mtwara, Tanzania) to Tanzania Electric Supply Company ("TANESCO") for cash consideration of $13.5 million plus the cost of inventory.   

• The onshore Ziwani-1 exploration well was drilled to a total depth of 2,671 meters.   Full logging operations were completed and a gas bearing zone between 1,106 and 1,109 meters was tested.  Analysis of the test data indicated that the potential resource volumes of the well are sub-commercial and the well has therefore been plugged and abandoned.  

Onshore Rovuma, Mozambique:

• Field preparation in advance of a 2D seismic acquisition program commenced  

Corporate:

• The Company acquired the remaining non-controlling interest in the subsidiary holding the Company's Tanzanian operations for $1.6 million. 

• Lance Mierendorf appointed new chief financial officer. 

Financial Information

:

• Cash position of approximately $15.1 million as at March 31, 2012. 

OUTLOOK

• A rig has been contracted by M&P for the workover of three wells on the Mnazi Bay and Msimbati gas fields. The work overs will assess the long term gas deliverability of the wells. The rig is being mobilized to site and the workovers are expected to commence shortly.  

• Seismic acquisition will commence Q2 2012 in the Onshore Rovuma Basin, Mozambique.  

Geoff Bury, Managing Director, commented:

"We are pleased to report our financial results for the

three months ended March 31, 2012 during which saw the Company strengthen its balance sheet and, with the disposal of the power operations segment, become entirely focused on oil and gas exploration and development in Tanzania and Mozambique.  Following the monetization of the offshore net profits royalty and the funds to be received upon closing the Cove and M&P Transaction, the Company is in a strong financial position and is fully funded for 2012 and into 2013.  We look forward to working with our partners and the government on the approval of the changes in the participation interest in the Mnazi Bay Concession and continuing with the ongoing well work over program which will demonstrate gas production quantities that can be delivered to a proposed Mtwara to Dar es Salaam gas pipeline."

Enquiries:

About Wentworth Resources

Wentworth Resources is a publicly traded (OSE:WRL, AIM:WRL), independent oil & gas company with:  natural gas production; midstream and downstream assets; a committed exploration and appraisal drilling programme; and large-scale gas monetisation programmes, all in the Rovuma Delta Basin of coastal southern Tanzania and northern Mozambique.

Jon Rodd, (BSc and PhD in Geology), the Company's Competent Person, is a Director of Prime Energy Consult Ltd, which is providing technical advice to the Company. Dr Rodd has 29 years of experience in the exploration and production industry. He has reviewed and approved the technical information contained in this announcement pursuant to the AIM guidance note for mining and oil and gas companies.

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, 2011, 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.

2012 05 24 Press Release

Q1 2012 MDA

Q1 2012 Financial Statements

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Source: Wentworth Resources Limited via Thomson Reuters ONE

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