LIQUIDITY AND CAPITAL RESOURCES

As of the date ( Nov 20 2008 ) of this MD&A, the Company had approximately $4 million in cash and has sufficient funds to carry out its exploration commitments on its various exploration licenses.

Any additional exploration activities will depend on future financings. PetroWorth is an exploration stage company and continues to rely on continuous equity offerings and possible joint ventures and farm-outs to fund its exploration activities. There is no guarantee that the Company’s exploration projects will be successful. The availability of funds is subject to market conditions and there is no guarantee that funds will be available to fund its projects, commitments and plans.

In order to maintain the Company’s oil and natural gas permits in good standing, the Company must pay an annual rental and incur certain exploration costs. As of September 30, 2008, PetroWorth has paid all annual rental to 2009. The remaining minimum annual rental on PetroWorth’s property leases due in 2009 for 2010 is $96,610.

PetroWorth has satisfied all exploration working commitment under its exploration licenses and

agreements except for $4,500,000 in Nova Scotia. Under the Exploration Agreements 04-07-15-01 and 04-07-15-03 in Nova Scotia,

PetroWorth has to complete exploratory work commitment of a total of $4,500,000 over a three year period of which $1,500,000 must be completed prior to July 15, 2009.

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