Wentworth Resources Limited : Private Placement of 15,412,269 new shares to raise USD 7.6 million

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) 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.

26 June 2015

Wentworth Resources Limited

Private Placement of 15,412,269 new shares to raise USD 7.6 million
(the "Private Placement" or "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 that it has successfully raised gross proceeds of USD 7.6 million (GBP 4.9 million, NOK 59.7 million) with institutional investors and certain Directors and members of the Executive Management.

Highlights

• Successfully raised USD 7.64 million from existing and new institutional investors at no discount to market price
   
• The Placing Price represents a premium of 8.8 per cent. to the three month volume weighted average share price
   
• Issue of 15.4 million new common shares, representing 9.9 per cent. of the existing issued share capital
   
• The new funds provide the Company with sufficient working capital beyond its projected receipt of first cashflow for gas sales from its Mnazi Bay concession
   
• Construction of the Government owned and operated Mtwara to Dar es Salaam pipeline is complete and the accompanying processing facilities are nearing completion with pre-commissioning activities ongoing
   
• Delivery of first gas into the new pipeline continues to be on track to commence in Q3 2015
   
• Significant progress has been made in recent weeks on advancing payment guarantee arrangements and the Company is confident these will be completed prior to the delivery of first gas to the pipeline
   
• The Company expects to start receiving cash flow from gas sales to the new pipeline in Q4 2015

Bob McBean, Executive Chairman of Wentworth, commented:

"We are very pleased with the successful outcome of this raise which provides the working capital we need prior to delivery of first gas. We are confident that, with the support of our Partners and the commitment shown by the Government, gas will be on stream in the coming months and will be fully supported by an agreed payment guarantee arrangement. 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 Private Placement

15,412,269 new common shares of no par value (the "Placement Shares") have been subscribed for at a placing price of 31.5 pence per Placement Share (the "Placing Price") (approximately NOK 3.9) (representing the closing bid price of the Existing Shares trading on AIM, on June 25, 2015 raising gross proceeds of approximately USD 7.6 million (GBP 4.9 million, NOK 59.7 million).  The Placing Price has been determined on the basis of a book building process with the institutional investors participating in the Private Placement.

As previously disclosed in Wentworth's Q1 2015 Management Discussion and Analysis and Financial Statements, the Company has explored a number of debt financing options to strengthen its balance sheet ahead of first gas sales at Mnazi Bay.  Consideration of the pricing, availability and terms of these debt financing options and discussions with major shareholders, has resulted in the Board decision to raise equity capital through the Private Placement.

The Private Placement represents a quick and cost-effective method of raising funds necessary to give the Company sufficient working capital until projected cash flow from gas sales at Mnazi Bay commences.  The Placing Price represents no discount to the prevailing market price on AIM, consequently, the Directors, notwithstanding  the Company's obligations under section 2.1 of the Continuing Obligations for Stock Exchange Listed Companies (the "Continuing Obligations"), consider the Private Placement to be in the best interests of the Company to secure funding from qualifying investors at the most competitive cost and in a timescale that will allow the Company to continue its ongoing development activities at Mnazi Bay and to fund certain near-term payables due, for debt servicing and for working capital obligations.

The decision to conduct the Private Placement as announced herein, and consequently not offering existing shareholders a preferential right to subscribe for the Placement Shares, is based on the fact that timing of the Placement is of the essence in order to obtain the subscription price actually obtained, and which consequently ensures minimal economic dilution in value for the existing shareholders that were not invited to participate. Furthermore, it is a limited size Placement and existing shareholders not participating in the Private Placement should therefore be able to participate through the public markets given the liquidity in those markets should they wish to maintain their ownership percentage.

FirstEnergy Capital and Stifel have been appointed as Joint Bookrunners in respect of the Placement.

The Placement Shares have not been registered under the U.S. Securities Act and were only offered and sold (i) to investors outside the United States and that are not U.S. persons in reliance on Regulation S under the U.S. 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 U.S. Securities Act under an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws.

The book-building process for the Private Placement was completed on June 26, 2015. 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 July 1, 2015 through payment by subscribers against delivery of the Placement Shares (in the form of depository interests representing the underlying Shares) through CREST for trading on AIM.

Directors Dealings

The changes in the Directors' and Executive Management's disclosable interests pursuant to the Private Placement are as set out below:

Admission and Total Voting Rights

The Placement Shares will rank pari passu with all existing Shares and will represent approximately 9.1 per cent of the enlarged issued share capital of the Company from the issue of the Placement Shares.

Application has been made for admission of the Placement Shares to trading on AIM as Depository Interests. The Private Placement is conditional upon the admission of the Placement Shares to trading on AIM and the Oslo Stock Exchange which is anticipated to occur on July 1, 2015.

Upon Admission, the enlarged issued share capital of the Company will total 169,534,969 Shares. This figure may then be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in Wentworth under the Financial Conduct Authority's Disclosure and Transparency Rules.

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.

Wentworth holds a 31.94% participation interest in production operations and a 39.925% participation interest in exploration operations of the Mnazi Bay Concession. Maurel & Prom is operator and holds a 48.06% participation interest in production operations (with Tanzania Petroleum Development Corporation holding the remaining 20% participation interest in production operations) and a 60.075% participation interest in exploration operations.

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, 2014, available on Wentworth's website, for further description of the risks and uncertainties associated with Wentworth's business.

Important Information

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 or otherwise.

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 Stifel Nicolaus Europe Limited or FirstEnergy Capital LLP 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, Stifel Nicolaus Europe Limited and FirstEnergy Capital LLP 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.

Stifel Nicolaus Europe Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser and joint bookrunner to the Company in connection with the Private Placement.  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.  Stifel Nicolaus Europe Limited is acting exclusively for the Company and for no one else in connection with the Private Placement.  Stifel Nicolaus Europe Limited will not regard any other person (whether or not a recipient of this announcement) as its customer in relation to the Private Placement and will not be responsible to any other person for providing the protections afforded to customers of Stifel Nicolaus Europe Limited or for providing advice in relation to the Private Placement or any transaction or arrangement referred to in this announcement.

FirstEnergy Capital LLP is acting as joint bookrunner in connection with the Private Placement.  FirstEnergy Capital LLP is authorised and regulated in the United Kingdom by the Financial Conduct Authority. FirstEnergy Capital LLP is acting exclusively for the Company and for no one else in connection with the Private Placement. FirstEnergy Capital LLP will not regard any other person (whether or not a recipient of this announcement) as a customer in relation to the Private Placement and will not be responsible to any other person for providing the protections afforded to the customers of FirstEnergy Capital LLP or for providing advice in relation to the Private Placement or any transaction or arrangement referred to in this announcement.

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 to 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 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 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 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 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 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 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 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.

FirstEnergy, which is regulated by the FCA in the United Kingdom, is acting solely for the Company in relation to the Placement and nobody else and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of FirstEnergy nor for providing advice in relation to the Placement or any other matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed upon 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 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. 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 press release and neither accepts responsibility for the adequacy or accuracy of this press release.

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.

APPENDIX: TERMS AND CONDITIONS

IMPORTANT INFORMATION REGARDING THE PLACEMENT FOR INVITED PLACEES ONLY

THIS APPENDIX CONTAINS IMPORTANT INFORMATION FOR PLACEES (AS DEFINED BELOW). MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACEMENT. THIS ANNOUNCEMENT AND THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY, AND THE TERMS SET OUT HEREIN ARE DIRECTED ONLY AT PERSONS: (A) WHO IF IN THE UNITED KINGDOM, HAVE BEEN SELECTED BY THE RELEVANT BROKER AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19 (5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER") OR ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.") OF THE ORDER; (B) WHO, IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, ARE "QUALIFIED INVESTORS"  (AS DEFINED IN ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC OF THE EUROPEAN PARLIAMENT AND THE COUNCIL OF 4 NOVEMBER 2003 (TOGETHER WITH ANY IMPLEMENTING DIRECTIVE MEASURE IN SUCH MEMBER STATES, THE "PROSPECTUS DIRECTIVE")); OR (C) ARE OTHERWISE PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS.

Terms of the Placement

If a person chooses to participate in the Placement by making or accepting an offer to acquire Placement Shares (each such person whose participation is accepted by the Relevant Broker in accordance with this appendix being hereinafter referred to as a "Placee" and together, as the "Placees") it will be deemed to represent and warrant that it has read and understood this announcement and this appendix in its entirety and to be making or accepting such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, agreements and undertakings, contained in this appendix.

The Placement Shares referred to in this announcement have not been, and will not be, registered under the US Securities Act or under the securities legislation of any state of the United States. Furthermore, the Placement Shares have not been recommended by any US federal or state securities commission or regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placement or confirmed the accuracy or determined the adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.  This appendix is not an offer of securities for sale in the United States, and the Placement Shares may not be offered or sold in the United States absent the registration of the Placement Shares under the US Securities Act, or an exemption therefrom, or in a transaction not subject to, the registration requirements of the US Securities Act. There will be no public offer of the Placement Shares in the United States.

The Placement Shares will not be lodged with or registered by the Australian Securities and Investments Commission and are not being offered for subscription or sale and may not be directly or indirectly offered, sold, taken up, transferred or delivered in or into Australia or to or for the account or benefit of any person or corporation in (or with a registered address in) Australia. The relevant clearances have not been, and will not be obtained from the Ministry of Finance of Japan and no circular in relation to the Placement Shares has been or will be lodged with or registered by the Ministry of Finance of Japan. The Placement Shares may not therefore be offered, taken up, transferred or sold, directly or indirectly, in or into Japan, its territories and possessions and any areas subject to its jurisdiction or to any resident of Japan. The Placement Shares may not be offered, taken up, transferred or sold directly or indirectly in or into Canada or to a resident of Canada.

This announcement and appendix do not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placement Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. The distribution of this announcement and the Placement and issue of the Placement Shares in certain jurisdictions may be restricted by law.  No action has been taken by the Company or the Brokers that would permit an offering of such securities or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purposes is required. Persons to whose attention this announcement has been drawn are required by the Company and the Brokers to inform themselves about and to observe any such restrictions.

The price of securities and the income from them may go down as well as up and investors may not get back the full amount on disposal of the securities.

Any indication in this announcement of the price at which Common 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 Placement Shares will not be admitted to trading on any stock exchange other than the AIM Market of the London Stock Exchange and the Oslo Børs.  

Persons (including, without limitation, nominees and trustee) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action.

Each Placee should consult with its own advisers as to legal, tax, business and related aspects of a purchase of Placement Shares.