CALGARY, ALBERTA--(Marketwire - March 19, 2013) -
NOT FOR DISTRIBUTION TO OR DISSEMINATION IN THE UNITED STATES
WesternZagros Resources Ltd. (TSX VENTURE:WZR) ("WesternZagros" or the "Company") is pleased to announce that following its earlier announcement regarding closing of the private placement of common shares of the Company ("Common Shares") to Crest Energy International LLC ("Crest") at C$1.25 (the "Crest Private Placement") and in the interests of offering others the opportunity to participate, WesternZagros has elected to offer additional Common Shares on a private placement basis at the same offering price (the "Private Placement") to qualified investors. The Private Placement will be conducted on an agency basis by a syndicate of agents led by RBC Capital Markets (the "Agents"). Indications of interest from existing shareholders and new investors will be considered, and the size of the Private Placement determined, by the Company and the Agents with an update to the market in due course.
On March 18, 2013, the Company received approximately C$123 million from Crest from the Crest Private Placement and amounts advanced by Crest under a senior secured loan agreement ("Crest Loan") which will be utilized for WesternZagros's 2013 capital and operating program including the continued appraisal of the Kurdamir Oligocene discovery, exploration activities on the Garmian Block and continued appraisal of the existing Sarqala discovery. Proceeds from the Private Placement will be used to reduce the principal amount outstanding under the Crest Loan.
Closing of the Private Placement is expected to occur on or before April 4, 2013 and is subject to receipt of all necessary regulatory approvals including that of the TSX Venture Exchange. The Common Shares issued under the Private Placement will be subject to a hold period until the date which is four months from closing.
Neither this news release nor any of the information contained in it shall form or constitute an offer or invitation to any person to sell or any solicitation of an offer to buy or subscribe for any securities in the United States or elsewhere, nor will it form the basis of any contract for the purchase of or subscription for any securities nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Common Shares being offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly are not being offered for sale and may not be offered, sold or delivered, directly or indirectly within the United States, its possessions and other areas subject to its jurisdiction or to, or for the account or for the benefit of a U.S. person, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.
About WesternZagros Resources Ltd.
WesternZagros is an international natural resources company focused on acquiring properties and exploring for, developing and producing crude oil and natural gas in Iraq. WesternZagros, through its wholly-owned subsidiaries, holds a 40 percent working interest in two Production Sharing Contracts with the Kurdistan Regional Government in the Kurdistan Region of Iraq. WesternZagros's shares trade in Canada on the TSX Venture Exchange under the symbol "WZR".
This news release contains certain forward‐looking information relating, but not limited, to the closing of the private placement and anticipated timing thereof and the use of proceeds. Forward-looking information typically contains statements with words such as "anticipate", "plan", "estimate", "expect", "potential", "could", or similar words suggesting future outcomes. The Company cautions readers not to place undue reliance on forward‐looking information as by its nature, it is based on current expectations regarding future events that involve a number of assumptions, inherent risks and uncertainties, which could cause actual results to differ materially from those anticipated by WesternZagros. In addition, the forward‐looking information is made as of the date hereof, and the Company assumes no obligation to update or revise such to reflect new events or circumstances, except as required by law.
Forward‐looking information is not based on historical facts but rather on management's current expectations and assumptions regarding, among other things, timely receipt of all necessary stock exchange approvals, plans for and results of drilling activity and testing programs, future capital and other expenditures (including the amount, nature and sources of funding thereof), continued political stability, and timely receipt of any necessary government or regulatory approvals. Although the Company believes the expectations and assumptions reflected in such forward‐looking information are reasonable, they may prove to be incorrect. Forward‐looking information involves significant known and unknown risks and uncertainties. A number of factors could cause actual results to differ materially from those anticipated by WesternZagros including, but not limited to, risks associated with the oil and gas industry (e.g. operational risks in exploration; inherent uncertainties in interpreting geological data; changes in plans with respect to exploration or capital expenditures; interruptions in operations together with any associated insurance proceedings; the uncertainty of estimates and projections in relation to costs and expenses and health, safety and environmental risks), the risk of commodity price and foreign exchange rate fluctuations, the uncertainty associated with negotiating with foreign governments and risk associated with international activity. For further information on WesternZagros and the risks associated with its business, please see the Company's Annual Information Form dated March 26, 2012, which is available on SEDAR at www.sedar.com.
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WESTERNZAGROS RESOURCES WAS RECOGNIZED AS A TSX VENTURE 50® COMPANY IN 2012 AND 2013. TSX VENTURE 50 IS A TRADE-MARK OF TSX INC. AND IS USED UNDER LICENSE.
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