Crest Energy International LLC

July 02, 2013 10:33 ET

Early Warning Report In Respect of WesternZagros Resources Ltd.

CALGARY, ALBERTA--(Marketwired - July 2, 2013) -


Crest Energy International LLC ("Crest") announces that it has acquired ownership of CDN$19.8 million aggregate principal amount of 4.00% Convertible Senior Unsecured Notes (the "Convertible Notes") of WesternZagros Resources Ltd. (the "Corporation" or "Western Zagros") (TSX VENTURE:WZR) on June 28, 2013 pursuant to a non-brokered private placement financing (the "Private Placement") of Convertible Notes by the Corporation.

The Convertible Notes have a face value of CDN$1,000 per note, a coupon of four percent (4%), a maturity date of December 31, 2015 and will be convertible into common shares of the Corporation ("Common Shares") at the option of the holder at a conversion price of CDN$1.45 per share (subject to adjustment in certain events), representing a conversion premium of approximately twenty-seven percent (27%) to the thirty day average price for the Common Shares. The Convertible Notes will bear interest from the date of issue payable semi-annually in arrears on June 30 and December 31 of each year, with the first interest payment due on December 31, 2013. The Convertible Notes are not redeemable by the Corporation prior to their expiry, except upon a change of control of WesternZagros where the holder of the notes has not exercised the conversion right.

The Convertible Notes were issued at a price of CDN$1,000 per note for aggregate consideration paid by Crest of CDN$19,800,000.

Prior to the Private Placement, Crest beneficially owns, controls or has direction over, directly or indirectly, an aggregate of 93,998,437 Common Shares, representing approximately 19.8% of the Corporation's outstanding Common Shares. After the Private Placement, Crest now owns 93,998,437 Common Shares as well as CDN$19.8 million aggregate principal amount of Convertible Debentures.

Crest acquired the Common Shares pursuant to the Private Placement for investment purposes and may, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction over Common Shares, through market transactions, private agreements, or otherwise.

The Private Placement was effected pursuant to the terms of a securities purchase agreement (the "Agreement") between Crest and the Corporation dated June 28, 2013. The Convertible Notes were issued pursuant to applicable exemptions from prospectus requirements and as a result the Convertible Notes and any Common Shares issued on conversion are subject to resale restrictions until October 29, 2013 in accordance with applicable Canadian securities laws.

The head office of Crest is located at 600 Travis Street, Suite 6800, Houston, Texas.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy of accuracy of this news release.

Contact Information

  • Crest Energy International LLC
    Pamela Powers
    713 222 6900

    Crest Energy International LLC
    David Schumacher
    713 222 6900