WEN.L Regulatory News (WEN)

20 March 2023

WENTWORTH RESOURCES PLC ("Wentworth" or the "Company")

Operational and Corporate Update

Wentworth (AIM: WEN), the independent, Tanzania-focused natural gas production company, is pleased to provide an operational and corporate update.

Operational Highlights and Outlook

· As of 12 March 2023, the Mnazi Bay operation has reported zero lost time incidents for a period of 2,413 days (six years and 222 days)

· In 2022, the Mnazi Bay gas field attained record production levels, reaching an average gross daily rate of 90 MMscf/d, the highest annualised average daily production rate in the licence's history

· Current year to date daily average production is c.95.0 MMscf/day (gross), compared with 98.1 MMscf/day (gross) for the same period in 2022

· Q1 2023 average daily production is projected to reach approximately 98.0 MMscf/day (Q1 2022: 98.5 MMscf/d)

· Production guidance for 2023 is in the range of 85-95 MMscf/d, to take account of conditions at the Madimba gas facility and national rainfall levels which affect hydroelectric generation

· Based on the recent perforation programme, there are indications of additional gas production volumes; the results will be reported upon testing completion and analysis of the results

· The Mnazi Bay Joint Venture Partners have identified a number of leads on the Mnazi Bay licence and are evaluating the prospects as potential drilling targets

· The Company anticipates ongoing growth and development in the Tanzanian market supported by Mnazi Bay gas production

Financial

· Debt free with cash on hand of $32.3 million

· TPDC receivable of $4.9 million representing two months of gas sales

· Tanzania Electric Supply Company ("TANESCO") receivable of $764k representing five months of gas sales

Corporate

· On 5 December 2022, the boards of Wentworth and M&P announced that they had reached agreement on the terms of a recommended all cash offer by M&P for the entire issued, and to be issued, share capital of Wentworth (the "Acquisition")

· On 23 February 2023, the Company announced that shareholders had approved the Acquisition at the Court Meeting and the General Meeting held on that date

· The Acquisition remains subject to the satisfaction or waiver of the other Conditions to the Acquisition as set out in Part III of the scheme document posted to shareholders in connection with the Acquisition on 25 January 2023 (the "Scheme Document") and the Company expects completion in Q2 or Q3 2023

Sustainability

· An effective ESG strategy remains a top priority for Wentworth. In 2022, the Company progressed its disclosure against some of its most material topics; detail will be included in the 2022 Sustainability Report

· As announced previously, Wentworth is in discussion with Vitol to develop a carbon offsetting project in Tanzania involving the distribution of clean stoves and water filters. Following the issuance of regulation in late 2022 to manage and control carbon trading in Tanzania, consultation with the Department for Environment and Climate Change is underway to establish the project

Katherine Roe, CEO, commented:

"I am pleased to report that we continue to deliver strong production following a record year in 2022, ensuring a sustained, dependable supply of natural gas which supports growth in Tanzania. I am also especially proud of our distinguished safety record - a metric of paramount importance for the Company.

"I want to thank the entire Wentworth team for their work which has created significant value for shareholders over recent years. Particularly, as we work towards realising this value in the near term through the completion of Wentworth's acquisition by M&P, the operator and majority owner of our sole asset, Mnazi Bay. We believe this logical combination is in the best interests of our shareholders, wider stakeholders and of Tanzania.

"We continue to work with our in-country stakeholders to assist M&P in achieving the required regulatory approvals."

Ends

Inside information

This announcement does not contain inside information.

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer of invitation to purchase or otherwise acquire, subscribe for, sell, or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Wentworth in any jurisdiction in contravention of applicable laws.

The Acquisition will be implemented solely pursuant to the terms of the Scheme Document which contains the full terms and conditions of the Acquisition. Any decision by Wentworth Shareholders in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document.

Please be aware that addresses, electronic addresses and certain other information provided by Wentworth Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Wentworth may be provided to M&P during the offer period as required under Section 4 of Appendix 4 of the Takeover Code.

Important Notices relating to the Financial Advisers

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated by the FCA in the UK, is acting as financial adviser, nominated adviser and corporate broker exclusively for Wentworth and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Wentworth for providing the protections afforded to its clients or for providing advice in relation to matters referred to in this announcement. Neither Stifel, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Stifel in connection with this announcement, any statement contained herein or otherwise.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the FCA in the UK, is acting as corporate broker exclusively for Wentworth and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Wentworth for providing the protections afforded to its clients or for providing advice in relation to matters referred to in this announcement. Neither Peel Hunt, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with this announcement, any statement contained herein or otherwise.

Disclosure requirements

Under Rule 8.3(a) of the Takeover Code (the "Code"), any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk , including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.