PetroWorth Resources Inc.
CNQ : PTWR
FRANKFURT : T3F

PetroWorth Resources Inc.

February 26, 2007 12:29 ET

PetroWorth Outlines Details of Revisions to its MD&A

CALGARY, ALBERTA--(CCNMatthews - Feb. 26, 2007) - PetroWorth Resources Inc. (CNQ:PTWR) (FRANKFURT:T3F)

In November 2006, the Company restated its financial statements and its Management Discussion & Analysis ("MD&A") for the years ended December 31, 2005 and 2004 (the 2005 Statements"), and for subsequent quarterly filings. The Company is preparing and will issue a further revised MD&A containing clarification of several items from those restatements.

This press release contains a summary of that restatement from November 2006, and a description of the items clarified in the Company's MD&A.

Restated Financial Statements.

The statements for the year ended December 31, 2004 were adjusted to reflect a reduction of the capitalized Natural Gas Exploration costs by $150,313 and an increase to Travel and Promotion of $114,019, an increase to General and Administrative of $54,628 and a reduction to Salaries and Benefits of $18,334. The Net Loss increased by $150,313 for the year. There is no adjustment to future income taxes in 2004.

The statements for the year ended December 31, 2005 were adjusted to reflect a reduction of the capitalized Natural Gas Exploration costs by $64,429 and an increase to Travel and Promotion of $30,728, an increase to General and Administrative of $35,855 and a reduction to Salaries and Benefits of $2,154. As a result of the cumulative reallocations to expenses of $214,744, the Future Income Tax Recovery was increased by $94,000 and Net Income increased by $29,571. The increase in Net Income is due to the recognition of the tax benefit of the additional tax losses of approximately $174,000.

The Company's restatement includes a total restatement of $181,451 of its Natural Gas Exploration Account for the period to September 30, 2005, and a further $33,291 for the period October 1 to December 31, 2005. The notes to the financial statements have been adjusted to reflect the changes to future income tax resulting from the reallocation of these costs.

Errors in allocating expenses to the Oil & Gas Exploration Account have resulted in the restatement of balance sheet and income statement items as detailed above and as disclosed under note 12 of the restated financial statements for the years ended December 31, 2005 and 2004.

For further detail, we refer you to the restated financial statements and our revised MD&A filed on SEDAR (www.sedar.com).

Revised MD&A

In its revised MD&A, the Company reported that it had identified deficiencies in its internal controls, financial controls and disclosure controls. The Company clarifies that one of the deficiencies in its internal controls, financial controls and disclosure controls that was identified and which was corrected in 2006 was the potential "threat" to auditor independence that had existed at the time of the initial preparation of the 2005 Statements as a result of the auditors having compiled and audited those financial statements. The Company had initially considered this "threat" to have been sufficiently reduced in the circumstances. The auditors had not been required to exercise any judgment in compiling those statements. The auditors had met with the Company to ascertain and review internal controls. The Company had provided the information for the notes. Management and its consultants had reviewed the financial statements before their approval. However, the Company has acknowledged the potential threat, and as was stated in the MD&A we filed in November 2006, for the 2006 interim financial statements and the forthcoming audited financial statements for the 2006 financial year, the Company has implemented procedures to prepare and does prepare its own financial statements for review by the auditors, with an accounting software package containing fully integrated financial statement preparation.

The Company clarifies that the Company's disclosure and internal controls were not operating effectively as evidenced by the fact that incorrect capitalization of expenses occurred as well as the fact that incorrect certificates were filed. These deficiencies have been corrected, and as of the date of the restatement, the Company believes its disclosure and internal controls are now effective. Amended certificates reflecting the updated MD&A will be filed.

The second revision to the MD&A will correct a typographical error in the explanation of the change to the Balance Sheet resulting from restatement of the Natural Gas Exploration and the Future income taxes accounts in 2005. The "2005 Only" column (far right) had contained an error in the total deficit line, stating $214,742 which was the cumulative change in the Natural Gas Exploration account since incorporation instead of $29,571 which was the change in the deficit position resulting from the changes reflected for 2005 only. The corrected chart is as follows.



2005 As Originally Change
Stated Restated Cumulative 2005 Only
Balance Sheet
Natural Gas Exploration 5,354,785 5,140,043 (214,742) 64,429
Future income taxes 475,000 381,000 (94,000) (94,000)
Deficit (1,065,038) (1,185,780) (120,742) 29,571


Our capitalized salary and travel costs will now be disclosed. The amounts for our December 2005 and 2004 year ends were the following:



2005 2004
Salaries $ 21,998 Salaries $102,305
G & A 92,992 G & A 102,305
Travel 24,024 Travel 19,267
--------- ----------
Total $139,014 Total $224,242

In each of the first three quarters of 2006, we capitalized the following:

3months ended Mar 2006 3months ended Jun 2006 3months ended Sept 2006
Salaries $ 9,106 Salaries $ 8,037 Salaries $ 8,790
G & A 13,133 G & A 10,368 G & A 27,059
Travel nil Travel nil Travel nil
-------- -------- --------
Total $22,139 Total $18,405 Total $35,849
-------- -------- --------


The division between expense and capitalization of stock-based compensation will be more clearly and accurately reflected. For the year ended December 31, 2005 we capitalized 30% of the total stock-based compensation expense of $159,725.

The Company advises that it has determined there was an error in its restated 2005 Statements that will be corrected in the financial statements for the December 31, 2006 and 2005 financial years in accordance with sub-sections 1506.41, 1506.42, and 1506.49 of the CICA Handbook instead of as a further restatement of the 2005 Statements. The Statement of Cash Flows in the Company's amended audited financial statements for the financial years ending December 31, 2005 and December 31, 2004 contains an error in the listing of stock-based compensation for the year ended December 31, 2004. In the financial statements as originally filed, nil stock-based compensation for 2004 had been capitalized. Upon restatement, $7,672.68 was capitalized. The Statement of Cash Flows still shows stock-based compensation for 2004 as $74,518 instead of showing the net amount of $66,845 (after capitalization of $7,672.68 of the total stock-based compensation). Correction of this error in the Statement of Cash Flows would then also result in the Natural Gas Exploration amount being reduced by $7,672.68 (due to this being only a book adjustment and no actual cash). Therefore the cumulative amounts at December 31, 2005 should be: Stock Based Compensation - $178,653 and Natural Gas Exploration - ($5,084,452). In accordance with sub-section 1506.49 of the CICA Handbook, in its forthcoming audited financial statements for the 2006 financial year, the Company will disclose the nature of the prior period error, and the amount of the correction to the relevant line items, as listed above.

We confirm to our readers that stated numbers or tables we publish in our MD&A to describe the intended use of proceeds that we receive are subject to revision, and that any such revisions will be set out in subsequent filings.

As well, in our subsequent financial statements and corresponding MD&A: share issue costs will be shown net of tax (a portion of the income tax recovery shown on the income statement will be allocated to share issue costs); and in the description of our General and Administrative ("G&A") expenses, we will set out the amount of capitalized G&A.

PetroWorth Resources Inc. is a junior oil and gas exploration company with extensive onshore properties in Eastern Canada. The Company has acquired 100% working interests in almost one million acres in nine separate exploration permits on Prince Edward Island, Nova Scotia and New Brunswick. The strategy of the company is to conduct aggressive exploration drilling programs on these permitted properties, both in-house and through advantageous farm-in arrangements.

CAUTION REGARDING FORWARD LOOKING STATEMENTS

Certain statements contained herein constitute forward-looking statements. The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe", and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Corporation believes the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this report should not be unduly relied upon. The Corporation does not undertake any obligation to publicly update or revise any forward-looking statements. The Corporation has adopted the standard of 6 Mcf:1 BOE when converting natural gas to BOE. BOEs may be misleading, particularly if used in isolation. A BOE conversion ratio of 6 Mcf:1 BOE is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.

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