Crest Energy International LLC

November 18, 2014 09:36 ET

Early Warning Report in Respect of WesternZagros Resources Ltd.

CALGARY, ALBERTA--(Marketwired - Nov. 18, 2014) - Crest Energy International LLC ("Crest") announces that it has acquired ownership of 7,868,629 common shares ("Common Shares") and 274,755,015 non-voting, Series 1, class A preferred shares ("Preferred Shares") of WesternZagros Resources Ltd. ("WesternZagros") (TSX VENTURE:WZR) in accordance with the terms of an equity backstop agreement between Crest and WesternZagros dated August 14, 2014.

The Common Shares were issued pursuant to WesternZagros' rights offering at a price of $0.65 per Common Share and the Preferred Shares were issued pursuant to a non-brokered private placement at a price of $0.65 per Preferred Share, each of which closed today, for total consideration paid by Crest of $183,705,368.60. The Common Shares issued to Crest represent approximately 23.9% of the Common Shares issued under the rights offering.

Prior to the completion of the transactions described above, Crest owned 93,998,437 Common Shares, representing approximately 19.7% of the outstanding Common Shares, and $19,800,000 aggregate principal amount of 4.00% Convertible Senior Unsecured Notes (the "Convertible Notes") of WesternZagros, representing 19.8% of the Convertible Notes. Upon completion of the rights offering and private placement, Crest now has ownership and control over 101,867,066 Common Shares, representing approximately 19.9% of the issued and outstanding Common Shares, 274,755,015 Preferred Shares, representing 100% of the issued and outstanding Preferred Shares, and $19,800,000 aggregate principal amount of Convertible Notes, representing 19.8% of the Convertible Notes.

Crest acquired the Common Shares and the Preferred Shares for investment purposes and may, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction over securities of WesternZagros through market transactions, private agreements, or otherwise, and may exercise its right, pursuant to their terms, to convert to Common Shares all or a portion of the Convertible Notes and/or Preferred Shares it owns and controls.

The Preferred Shares were issued pursuant to applicable exemptions from prospectus requirements and, as a result, the Preferred Shares and any Common Shares issued on conversion are subject to resale restrictions until March 19, 2015 in accordance with applicable Canadian securities laws.

A copy of the related early warning report (the "Report") to be filed with the applicable securities commissions may be obtained from the SEDAR website (www.sedar.com) under the profile for WesternZagros.

The head office of Crest is located at 600 Travis Street, Suite 6800, Houston, Texas. For further information or to obtain a copy of the Report, please contact David Schumacher at (713) 222-6900.

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

  • David Schumacher
    (713) 222-6900