Happy eller misfornøyd, folkens?

Wentworth Resources plc ("Wentworth") and Etablissements Maurel & Prom S.A. ("M&P") are pleased to announce that they have reached agreement on the terms of a recommended acquisition of the entire issued and to be issued share capital of Wentworth by M&P (the "Acquisition").

Summary

· Under the terms of the Acquisition, which will be subject to the Conditions and certain further terms set out in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Scheme Document, Wentworth Shareholders will be entitled to receive:

for each Wentworth Share: 32.5 pence in cash

· The Acquisition values the entire issued and to be issued ordinary share capital of Wentworth at approximately £61.7 million. This represents a premium of approximately 30.0 per cent. to the closing price of 25.0 pence per Wentworth Share on 2 December 2022 (being the last Business Day prior to this Announcement)

· Adjusting for Wentworth's existing cash of approximately US$30.2 million as at 1 November 2022, which was equal to approximately 12.9 pence per Wentworth share, the Acquisition values the business and non-cash net assets of Wentworth1 at approximately £37.1 million. This represents a premium of approximately 62.2 per cent. to the closing price of 25.0 pence per Wentworth Share on 2 December 2022 (being the last Business Day prior to this Announcement) when this closing price is similarly adjusted for cash.

· The Acquisition represents a material increase to the initial indicative offer price proposed by M&P on 23 September 2022.

Background to and reasons for the Acquisition

· Wentworth's sole non-cash asset is its non-operated 31.94% (direct and indirect) interest in the Mnazi Bay gas asset in Tanzania. As the majority owner and operator of the Mnazi Bay gas asset, M&P is familiar with and has a good understanding of the value of the Mnazi Bay asset and accordingly of Wentworth. As partners in the asset, M&P and Wentworth have an existing relationship which extends over a number of years.

· The Acquisition will provide Wentworth Shareholders with an immediate upfront realisation of value in cash for their Wentworth Shares at a substantial premium to the market price, and an opportunity to realise this value despite the limited liquidity in Wentworth Shares. As M&P is a partner and the operator of the Mnazi Bay asset with existing in-country relationships this is expected to facilitate a timely implementation of the Acquisition and a smooth continuation of operations.

Recommendation and irrevocable undertakings

· The Wentworth Directors, who have been so advised by Stifel as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its financial advice to the Wentworth Directors, Stifel has taken into account the commercial assessments of the Wentworth Directors.

· Accordingly, the Wentworth Directors intend to recommend unanimously that Wentworth Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, as the Wentworth Directors have irrevocably undertaken to do in respect of their own holdings of Wentworth Shares, representing approximately 0.26 per cent. of Wentworth's issued share capital (excluding Treasury Shares) as at 2 December 2022 (being the last Business Day prior to the date of this Announcement).

· In addition, M&P has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting from Wentworth Shareholders holding 39,546,272 Wentworth Shares representing approximately 22.32 per cent. of Wentworth's issued share capital (excluding Treasury Shares) as at 2 December 2022 (being the last Business Day prior to the date of this Announcement).