WesternZagros Resources Ltd.
TSX VENTURE : WZR

WesternZagros Resources Ltd.

April 12, 2011 05:30 ET

WesternZagros Announces Fourth Quarter 2010 and Year End Results

CALGARY, ALBERTA--(Marketwire - April 12, 2011) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

WesternZagros Resources Ltd. (TSX VENTURE:WZR) ("WesternZagros" or "the Corporation") announced today its operating and financial results for the fourth quarter and year ended December 31, 2010 and an operational update.

WesternZagros' highlights and activities for the year ended December 31, 2010 and up to and including April 11, 2011 include:

Operations

On March 29, 2011, the Corporation re-entered the Sarqala-1 well bore with the intent to drill a 100-metre sidetrack to evaluate and test the Miocene Jeribe Formation ("Jeribe") which is the primary reservoir target in the Sarqala-1 well. Sidetracking operations have drilled down to 3,873 metres. The Corporation is currently completing the remaining sidetrack drilling before wireline logging and testing. The Corporation originally drilled Sarqala-1 in 2008 and early 2009, suspending the well after equipment problems prevented logging. Subsequent analysis of the drilling cuttings from, and mud gas chromatograph data across, the Jeribe showed good oil potential and led to the decision to re-enter the well bore and to undertake the current sidetrack operation.

In the fall of 2009, the Corporation confirmed the presence of the Oligocene reservoir and the completed high rate gas and condensate tests from the upper Oligocene of Kurdamir-1 (the Corporation's second exploration well). During the year ended December 31, 2010, the following operational activities were completed at Kurdamir-1:

During the first quarter of 2010, the well was drilled through the Eocene and Cretaceous formations to a total depth of 4,077 metres and encountered numerous oil and gas shows. Upon encountering high formation pressures at 4,077 metres, WesternZagros commenced well control operations that were completed in March 2010. The Corporation then began sidetracking the well.

During the second quarter of 2010, the well was sidetracked through the Eocene formation into the Aaliji Seal above the Cretaceous formations to a depth of 3,214 metres. At this depth, the well unexpectedly encountered a high pressure, hydrogen sulfide (H2S) bearing, hydrocarbon zone. The well was shut in while attempting to stabilize this zone.

On May 15, 2010, while attempting to stabilize the well, the drill string parted and the Corporation activated its Emergency Response Plan and began well control operations. As a precaution, the Corporation moved non-essential personnel and local inhabitants to locations outside of its Emergency Planning Zone ("EPZ"). The Corporation safely and successfully secured the well on May 31, 2010 and the local residents who had been evacuated were able to return to their homes in early June.

A hydraulic workover rig, known as a snubbing unit and which enables intervention to be performed safely while the well is under pressure, was installed in June in order to recover the drill string from the well and complete well kill operations. Approximately 2,105 metres of the drill string was recovered through successful snubbing operations, and the Corporation subsequently removed the snubbing unit and abandoned the sidetrack.

On October 14, 2010, the open hole was plugged and cemented to approximately 2,500 metres, thus concluding well control operations. Although the Contractor Group decided not to pursue further drilling, it was decided to conduct further testing of the Oligocene formation, in its lower part, through the 9 5/8 inches casing.

In November and December 2010, WesternZagros successfully concluded two cased hole tests of the lower Oligocene formation. The first cased hole test was conducted between 2,365 metres and 2,415 metres. The test achieved a maximum flow rate, after acidization, of 18.3 million cubic feet of gas per day at a flowing wellhead pressure of 1,960 pounds per square inch with a maximum yield of 86 barrels of high quality, 62 degrees API natural gas liquids (condensate) per million cubic feet of gas. No formation water was recovered during the testing. In addition, a mixture of light crude oil and condensate was recovered during the test prior to acidizing the formation. Subsequently, a second deeper cased hole test was conducted between 2,455 metres and 2,469 metres which proved an oil column in the Oligocene reservoir.

Proving an oil column in the Oligocene reservoir beneath the gas cap resulted in an increase in the gross contingent resource estimates for this reservoir. The Corporation's best estimate of gross contingent gas, gas condensate, and oil resources for the Oligocene reservoir at Kurdamir as of December 14, 2010 increased to 850 billion cubic feet (BCF), 33 million barrels (MMBBL) and 6.5MMBBL, respectively. These contingent resource numbers do not include any of the potential in the, as yet undrilled, downdip flanks of the Kurdamir structure in the Tertiary Oligocene reservoir. In the case where the oil column potentially extends below into the flanks, the Corporation's best estimate of gross unrisked prospective oil resources for this reservoir effective as of December 14, 2010 increased to 260 MMBBL.

The gross costs for the Kurdamir-1 well were approximately $76 million ($46 million net to WesternZagros), including $14 million ($8 million net to WesternZagros) of costs associated with the cased hole tests. These gross costs exclude approximately $70 million of incremental costs associated with well control and sidetrack activities ($42 million net to WesternZagros) which are subject to the insurance claim being pursued by the Contractor Group.

HSE&S

WesternZagros has operated in Kurdistan with few safety or security incidents since 2004. During the course of its operations, the Corporation has achieved a maximum total of four million person hours without any Lost Time Incidents ("LTI's"). This milestone was reached in December 2009, and subsequently, on March 2, 2010, the Corporation achieved another milestone of 1,000 days of operations without any LTI's. Unfortunately, on May 15, 2010, the Corporation experienced its first serious situation while undertaking well control operations in order to stabilize a zone of high pressure in the sidetrack well when the drill string parted and part of the drill string became stuck in the Blow Out Preventer ("BOP") at the wellhead. This resulted in a potentially dangerous situation and caused the Corporation to activate its Emergency Response Plan and begin various additional well control operations. As a precaution, the Corporation moved non-essential personnel and local inhabitants outside of its Emergency Planning Zone ("EPZ"). The Corporation was successful in safely securing the well on May 31, 2010 and the local residents who had been evacuated were able to return to their homes in early June. All of these achievements demonstrate the commitment of the Corporation's Board of Directors, Executive Management, employees and contractors to the safety and security of the local residents and to the staff and contractors involved in its operations.

Exploration

During the year ended December 31, 2010, WesternZagros undertook a range of exploration activities to further its understanding of the geology on its PSC Lands. Focusing on its lowest risk prospect areas at Kurdamir, Sarqala, Mil Qasim, Qulijan and Baran, the Corporation's exploration work included:

Completion of geochemical and basin modeling studies which indicate that the Aaliji Formation (the "Aaliji") is likely the source rock for the hydrocarbons on the PSC Lands. This is significant, because the Aaliji is both oil prone and likely to be generating oil at the present time, and this increases the probability that WesternZagros' exploration prospects contain oil and reduces the probability that they contain only natural gas. The specific studies undertaken include a geochemical study of the drill cuttings and hydrocarbons recovered from the Kurdamir-1 and Sarqala-1 wells, and analyses of oil from the natural oil seep at Aj Dagh (approximately nine kilometres from Kurdamir-1).

Completion of a re-analysis of the prospectivity of the Miocene Jeribe Formation (the "Jeribe") in the Sarqala structure. This consisted of detailed petrophysical analysis of the wireline logs obtained from Sarqala-1 in 2008/2009 and detailed analysis of the cuttings captured while drilling. This analysis suggests good oil potential in the Jeribe as it is analogous to the same formation in the nearby Qamar-1 well, which flowed 2,200 barrels of oil per day.

Completion of the evaluation of the high quality light oil shows (35 degree API gravity) that were encountered while drilling the Upper Fars interval at Sarqala-1. This evaluation indicated the prospectivity of the adjacent structure at Mil Qasim. The crestal location at Mil Qasim-1 is just three kilometres from the Sarqala-1 well.

Completion of the evaluation of the Oligocene, Eocene and Cretaceous formations of two additional prospects in the vicinity of the Kurdamir structure, i.e. Qulijan and Baran. Both Qulijan and Baran are anticline structures with upside potential extending to the fault that separates them from Kurdamir.

Integration of the encouraging test results from the Kurdamir-1 well and determination of the optimum location for Kurdamir-2.

WesternZagros also continues to compile seismic data and information from wells adjacent to its PSC Lands and to integrate the data, together with the reprocessed seismic data on its PSC Lands, into its seismic interpretations to further define and update its prospects and leads inventory. The Corporation's efforts include re-evaluating the hydrocarbon potential beneath the Kalar thrust fault as part of its overall prospective resource re-assessment of its PSC Lands.

All of the above exploration work in 2010 refined the Corporation's understanding of the regional geology, and reinforced management's view of the excellent prospects for significant oil discoveries on the Corporation's PSC Lands.

Financial

As at December 31, 2010, WesternZagros had $37.5 million in working capital.

For the year ended December 31, 2010, WesternZagros' share of capital expenditures associated with its PSC activities and other capitalized costs was $67.2 million. Expenditures for 2010 included $62.6 million of drilling-related costs; $1.0 million of geological and geosciences related work; $2.5 million of supervision and local office costs; $0.2 million of PSC related expenditures; and $0.9 million of corporate related expenditures.

Insurance

WesternZagros initiated a control of well insurance claim in the first quarter of 2010 related to the events at Kurdamir-1, which began when the well was drilled into a high pressure formation in the Gulneri Seal. These operations continued after a subsequent additional high pressure zone was encountered in the Aaliji Seal and continued until October 14, 2010, when the open hole was plugged and cemented up to approximately 2,500 metres, thus concluding well control operations.

The control of well insurance policy covering these claims has a net aggregate limit to the Corporation of $45 million, with a $0.4 million deductible. Under the terms of the insurance policy, the Corporation submits claims for these costs as they are incurred and paid and these claims are then subject to the review and approval of an adjuster appointed by the insurers. WesternZagros submitted its initial claim in the first quarter of 2010 and received initial confirmation of coverage from the insurers during the second quarter of 2010.

For the year ended December 31, 2010, WesternZagros credited $42.0 million of insurance recoveries, net of the $0.4 million deductible, related to the well control and recovery operations at Kurdamir-1 against the Kurdistan Region Exploration Project.

During the year ended December 31, 2010, the Corporation received $24.4 million of insurance proceeds from the insurers. Subsequent to December 31, 2010, further insurance proceeds of $11.5 million were received related to further approved interim claims. The Corporation has submitted the remaining costs incurred and continues to pursue the required approval for these amounts.

Corporate

During the first quarter of 2010, WesternZagros announced the appointment of Mr. Ian McIntosh to the new position of Vice President, Kurdistan Business Unit, to be resident in the Kurdistan Region. Mr. McIntosh brings to the Corporation over 30 years of international oil and gas experience, encompassing development and production engineering, in-country management and business development. This appointment was a reflection of the Corporation's desire to have additional executive ability in-country. Subsequently, during the second quarter of 2010, WesternZagros announced that Mr. Ian McIntosh had assumed the position of acting Senior Vice President, Engineering and Operations on an interim basis following the departure of Mr. Robert Theriault.

Given the difficulties encountered during drilling operations, in the second quarter of 2010 WesternZagros undertook a comprehensive review of its operations to determine how to achieve better performance. The Corporation's Board of Directors and an external expert led this review, and the resulting recommendations were implemented. These recommendations included shifting certain technical roles from the head office to both the rig site and to the Corporation's office in Sulaymaniyah, increasing the technical resources available for planning and design for future wells, and working with our suppliers to improve the equipment and services available to the Corporation in the Kurdistan Region.

Political

The first fully democratic federal election, with all parties participating, was held in Iraq on March 7, 2010, with no one party winning a clear majority. During the fourth quarter of 2010, an agreement was reached to form a new coalition federal government with Nouri Al-Maliki and Jalal Talabani reappointed to their respective posts as Prime Minister and President. Prime Minister Maliki subsequently appointed Abdul Karim Luaibi as the new Minister of Oil.

In late 2010 and early 2011, Prime Minister Maliki and Minister of Oil Luaibi were both quoted as voicing their support for the Kurdistan Region's PSC's in their current form. Further to this, an agreement was reached to resume exports from the Kurdistan Region from both the Taq Taq field and the Tawke field with a goal to export 100,000 barrels per day by the end of 2011. In March 2011, both of these fields were reported to be on production at a collective rate of approximately 85,000 bbls/day and the oil was being exported from the Kurdistan Region.

Corporate Social Responsibility

In 2010, WesternZagros and its co-venturers continued to focus on three key corporate social responsibility initiatives in the Garmian region of Kurdistan - water supply, education and health care. Activities included:

Providing road tanker services for the local delivery of water;

Providing low cost methods of obtaining water through extensive earthworks projects for over 40 villages;

Implementing a partnership project with Mercy Corp, an international NGO, and the local government in order to improve water access to two additional rural villages;

Providing training to the local communities to maintain the biosand water filter project that was completed in partnership with the Kurdistan Village Reconstruction Association, a local NGO;

Supporting the Garmian Sports Directorate's Youth Activity Festival, a seven-day event attended by 1,400 children, through the donation of uniforms, trophies, medals and equipment. Children learned and played various sports including football, volleyball, bicycling, and basketball;

Partnering with Project Cure, an international NGO committed to donating medical equipment, in order to supply and distribute beds, examination tables, crutches, wheelchairs and IV stands to three local clinics and one hospital.

MANAGEMENT'S DISCUSSION AND ANALYSIS

This Management's Discussion and Analysis ("MD & A") of the financial and operating results for WesternZagros Resources Ltd. ("WesternZagros" or the "Corporation") should be read in conjunction with the Corporation's audited consolidated financial statements (the "Annual Financial Statements") and related notes for the years ended December 31, 2010 and 2009.

Additional information relating to the Corporation, including its quarterly MD & A for the year is available on SEDAR at www.sedar.com

This MD & A is dated April 11, 2011.

Forward-Looking Information

This discussion offers management's analysis of the financial and operating results of WesternZagros and contains certain forward-looking statements relating to, but not limited to, operational information, future drilling plans and testing programs and the timing associated therewith, estimated Production Sharing Contract ("PSC") commitments, expected outcomes of ongoing PSC negotiations, anticipated capital and operating budgets, anticipated insurance recoveries, anticipated working capital and estimated costs. Forward-looking information typically contains statements with words such as "anticipate", "estimate", "expect", "potential", "could", or similar words suggesting future outcomes. The Corporation cautions readers and prospective investors in the Corporation's securities to not 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. Readers are also cautioned that disclosed test rates may not be indicative of ultimate production levels.

Forward looking information is not based on historical facts but rather on management's current expectations and assumptions regarding, among other things, outcomes of future well operations, plans for and results of drilling activity, future capital and other expenditures (including the amount, nature and sources of funding thereof), future economic conditions, future currency and exchange rates, continued political stability, timely receipt of any necessary government or regulatory approvals, the Corporation's continued ability to employ qualified staff and to obtain equipment in a timely and cost efficient manner, the resolution of PSC negotiations, the continued participation of the Corporation's co-venture partners in exploration activities and the timely receipt of insurance proceeds. In addition, budgets are based upon WesternZagros' current exploration plans and anticipated costs, both of which are subject to change based on, among other things, the actual outcomes of well operations and the results of drilling activity, the outcome of PSC negotiations or of the Corporation's force majeure claim, unexpected delays, availability of future financing and changes in market conditions. Although the Corporation 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; denial of any portion of the insurance claims; 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, the risk of rejection of the Corporation's force majeure claim and risk associated with international activity.

In addition, statements relating to "resources" contained herein are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions that the resources described can be economically produced in the future. Terms related to resource classifications referred to herein are based on the definitions and guidelines in the Canadian Oil and Gas Evaluation Handbook which are as follows. "Contingent resources" are those quantities of petroleum estimated, as of a given date, to be potentially recoverable from known accumulations using established technology or technology under development, but which are not currently considered to be commercially recoverable due to one or more contingencies. Contingent resources have an associated chance of development (economic, regulatory, market and facility, corporate commitment or political risks). The estimates referred to herein have not been risked for the chance of development. There is no certainty that the contingent resources will be developed and, if developed, there is no certainty as to the timing of such development or that it will be commercially viable to produce any portion of the contingent resources. "Prospective resources" are those quantities of petroleum estimated, as of a given date, to be potentially recoverable from undiscovered accumulations by application of future development projects. Prospective resources have both an associated chance of discovery (geological chance of success) and a chance of development (economic, regulatory, market, facility, corporate commitment or political risks). The chance of commerciality is the product of these two risk components. The estimates referred to herein have not been risked for either the chance of discovery or the chance of development. There is no certainty that any portion of the prospective resources will be discovered. If a discovery is made, there is no certainty that it will be developed or, if it is developed, there is no certainty as to the timing of such development or that it will be commercially viable to produce any portion of the prospective resources. All resource estimates presented are gross volumes for the indicated reservoirs, without any adjustment for working interest or encumbrances. A barrel of oil equivalent (BOE) is determined by converting a volume of natural gas to barrels using the ratio of 6 million cubic feet (Mcf) to one barrel. 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.

The Corporation's material change reports filed on SEDAR at www.sedar.com and dated December 16, 2010, January 17, 2011 and February 22, 2011 contain additional detail on the information used in the resource assessments and include the risks and level of uncertainty associated with the recovery and development of the resources, the significant positive and negative factors relevant to the estimates and, in respect of contingent resources, the specific contingencies which prevent the classification of the resources as reserves.

Readers are cautioned that the foregoing list of important factors is not exhaustive. The forward-looking statements contained in this MD&A are made as of the date of this MD&A and, except as required by law, WesternZagros does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this MD&A are expressly qualified by this cautionary statement. See the Risk Factors section of this MD&A for a further description of these risks and uncertainties facing WesternZagros. Additional information relating to WesternZagros is also available on SEDAR at www.sedar.com, including the Corporation's Annual Information Form.

Overview

WesternZagros is a publicly-traded, Calgary-based, international oil and gas company engaged in acquiring properties and exploring for, developing and producing crude oil and natural gas in Iraq. WesternZagros holds a PSC with the Kurdistan Regional Government ("KRG") which covers a 2,120 square kilometre exploration block (the "Kalar-Bawanoor Block" or "PSC Lands") in the Kurdistan Region of Iraq and it is on trend with, and adjacent to, a number of prolific historic oil and gas discoveries. WesternZagros (operator) holds a 40 percent working interest, the KRG holds a 20 percent working interest (the costs of which are carried by WesternZagros) and a wholly-owned subsidiary of Talisman Energy Inc. ("Talisman") holds the remaining 40 percent working interest (collectively the "Contractor Group").

Basis of Presentation

Reporting and Functional Currency

The reporting and functional currency of the Corporation is the United States ("U.S.") dollar. All references herein to US$ or to $ are to United States dollars and references herein to Cdn$ are to Canadian dollars.

Going Concern Uncertainty

The financial data presented below has been prepared in accordance with Canadian generally accepted accounting principles ("GAAP") on the basis that the Corporation will continue to operate as a going concern, which implies the realization of assets and the settlement of liabilities and commitments in the normal course of business for the foreseeable future. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from December 31, 2010.

Since inception and typical with development stage companies, the Corporation has incurred losses from operations and negative cash flows from operating activities, and has an accumulated deficit at December 31, 2010. During the year ended December 31, 2010, the Corporation had expenditures of $3.4 million, before net change in non-cash working capital, for operating activities and $67.2 million for oil and gas property expenditures, and an overall decrease in non-cash working capital of $1.0 million. The Corporation will require additional funding over time to maintain ongoing exploration programs and property commitments, as well as for administration expenses. This requirement for funding will occur during the fiscal year ending December 31, 2011, with the amount dependent on the level of exploration activities pursued by WesternZagros.

There are material uncertainties that could raise significant doubt about the Corporation's ability to continue as a going concern, as outlined below:

Availability of Future Financing

Subsequent to December 31, 2010, the Corporation successfully obtained additional equity financing of Cdn$43 million, by way of a brokered private placement of common shares that closed on March 10, 2011, which provided funds for planned operations at both Sarqala-1 and Mil Qasim-1 in 2011. The Corporation will require additional financing to re-drill the Kurdamir structure and to test the Oligocene, Eocene and Cretaceous formations that were originally encountered, but only partially evaluated, in Kurdamir-1.

In general, the Corporation's ability to continue operations and exploration activities as a going concern is dependent upon its ability to obtain additional funding over time. While the Corporation has been successful in obtaining its required funding in the past, there is no assurance that sufficient funds will be available to the Corporation in the future, or if available, available on favourable terms. Factors that could affect the availability of financing include, but are not limited to: the continued support of its shareholders; resolution of the PSC negotiations (see the "Future PSC Operations" section in this MD&A for further information); the results of its exploration activities; meeting all commitments under the PSC; the resolution of remaining political disputes in Iraq; progress on the Federal Petroleum Law and the ability to export oil and natural gas from the Kurdistan Region of Iraq in accordance with the economic terms under the PSC; the state of the capital markets and the ability of the Corporation to obtain financing to develop reserves; and the timely receipt of the remaining anticipated proceeds from the current insurance claim associated with the Kurdamir-1 well control operations.

Insurance Claim Related To Well Control Operations

The Corporation experienced two well control operations while drilling Kurdamir-1. The first of these began in the first quarter of 2010 and the second ended in the fourth quarter of 2010. Both were subject to an insurance claim. The Corporation received confirmation of coverage for the additional costs of these operations from the insurers during the second quarter of 2010. Subsequent to the conclusion of well control operations, the Corporation successfully completed and tested a portion of the well.

The insurance claim provides coverage for the Corporation's share of allowable costs up to a maximum of $45 million. The Corporation has submitted claims for $45.9 million and has received $35.9 million (both net to the Corporation) in insurance proceeds as at April 11, 2011. The Corporation continues to pursue payment for the remainder of the claim. However, any change in the determination of insurance coverage or delay in payment could impair the Corporation's ability to fund ongoing activities under the PSC.

Continued Participation of the Corporation's Co-Venturers in the PSC

WesternZagros is involved in ongoing discussions with both Talisman and the Kurdistan Regional Government ("KRG") regarding the optimal contractual arrangement for conducting future activities on the PSC Lands, see the "Future PSC Operations" section of this MD&A for further information. As a consequence of these discussions, it is likely that Talisman will continue to participate in the funding of their working interest share of the costs of drilling Kurdamir-2, but it is unlikely that Talisman will participate in activities on the remaining PSC Lands and that the Corporation will likely be required to initially, or entirely, fund 100% of the costs associated with the third commitment well at Mil Qasim-1. In addition, due to these ongoing discussions between the Contractor Group and the KRG, Talisman has elected not to participate in the Sarqala-1 re-entry operations.

The consolidated financial statements, and associated disclosures in this MD&A, do not reflect adjustments in the carrying values of assets and liabilities reported, revenue or expenses, nor the balance sheet classification used that would be necessary if the going concern assumption was not appropriate. Such adjustments could be material.

Strategy

WesternZagros' main focus is the exploration and development of its PSC Lands in the Kurdistan Region of Iraq. WesternZagros' objective is to be recognized, through consistently superior business performance and operations excellence, as one of the leading junior oil and gas companies active in Iraq. The Corporation is committed to apply the lessons learned from its operations and from operations occurring elsewhere within the Kurdistan Region to improve our operating performance. The Corporation is committed to operating in Iraq in a safe and secure manner. In executing its strategy, WesternZagros has made it a priority to recruit and retain local personnel and to actively participate in, and contribute to, community development projects. WesternZagros believes it has developed a relationship with government authorities, local communities and the business community in the Kurdistan Region that has enabled access to opportunities and facilitated the cooperation needed to successfully execute projects.

Highlights

WesternZagros is currently exploring for crude oil and natural gas in the Kurdistan Region of Iraq and the Corporation currently has no reserves or production. WesternZagros' revenue is comprised entirely of interest earned on cash and cash equivalent balances and short-term investments. WesternZagros' highlights and activities to April 11, 2011 include the following.

HSE&S
--  WesternZagros has operated in Kurdistan with few safety or security
    incidents since 2004. During the course of its operations, the
    Corporation has achieved a maximum total of four million person hours
    without any Lost Time Incidents ("LTI's"). This milestone was reached in
    December 2009, and subsequently, on March 2, 2010, the Corporation
    achieved another milestone of 1,000 days of operations without any
    LTI's. Unfortunately, on May 15, 2010, the Corporation experienced its
    first serious situation while undertaking well control operations in
    order to stabilize a zone of high pressure in the sidetrack well when
    the drill string parted and part of the drill string became stuck in the
    Blow Out Preventer ("BOP") at the wellhead. This resulted in a
    potentially dangerous situation and caused the Corporation to activate
    its Emergency Response Plan and begin various additional well control
    operations. As a precaution, the Corporation moved non-essential
    personnel and local inhabitants outside of its Emergency Planning Zone
    ("EPZ"). The Corporation was successful in safely securing the well on
    May 31, 2010 and the local residents who had been evacuated were able to
    return to their homes in early June. All of these achievements
    demonstrate the commitment of the Corporation's Board of Directors, 
    Executive Mangement, employees and  contractors to the safety and
    security of the local residents and to the staff and contractors
    involved in its operations. 
Operations                                                                  
--  On March 29, 2011, the Corporation re-entered the Sarqala-1 well bore
    with the intent to drill a 100-metre sidetrack to evaluate and test the
    Miocene Jeribe Formation ("Jeribe") which is the primary reservoir
    target in the Sarqala-1 well. Sidetracking operations have drilled down
    to 3,873 metres. The Corporation is currently completing the remaining
    sidetrack drilling before wireline logging and testing. The Corporation
    originally drilled Sarqala-1 in 2008 and early 2009, suspending the well
    after equipment problems prevented logging. Subsequent analysis of the
    drilling cuttings from, and mud gas chromatograph data across, the
    Jeribe showed good oil potential and led to the decision to re-enter the
    well bore and to undertake the current sidetrack operation.
--  During the year ended December 31, 2010, and following the confirmation
    of the presence of the Oligocene reservoir and the completion of high
    rate gas and condensate tests, from the upper Oligocene, in the fall of
    2009, the following operational activities were completed in respect to
    Kurdamir-1, the Corporation's second exploration well: 
    --  During the first quarter of 2010, the well was drilled through the
        Eocene and Cretaceous formations to a total depth of 4,077 metres
        and encountered numerous oil and gas shows. Upon encountering high
        formation pressures at 4,077 metres, WesternZagros commenced well
        control operations that were completed in March 2010. The
        Corporation then began sidetracking the well. 
    --  During the second quarter of 2010, the well was sidetracked through
        the Eocene formation into the Aaliji Seal above the Cretaceous
        formations to a depth of 3,214 metres. At this depth, the well
        unexpectedly encountered a high pressure, hydrogen sulfide (H2S)
        bearing, hydrocarbon zone. The well was shut in while attempting to
        stabilize this zone. 
    --  On May 15, 2010, while attempting to stabilize the well, the drill
        string parted and the Corporation activated its Emergency Response
        Plan and began well control operations. As a precaution, the
        Corporation moved non-essential personnel and local inhabitants to
        locations outside of its Emergency Planning Zone ("EPZ"). The
        Corporation safely and successfully secured the well on May 31, 2010
        and the local residents who had been evacuated were able to return
        to their homes in early June. 
    --  A hydraulic workover rig, known as a snubbing unit and which enables
        intervention to be performed safely while the well is under
        pressure, was installed in June in order to recover the drill string
        from the well and complete well kill operations. Approximately 2,105
        metres of the drill string was recovered through successful snubbing
        operations, and the Corporation subsequently removed the snubbing
        unit and abandoned the sidetrack. 
    --  On October 14, 2010, the open hole was plugged and cemented to
        approximately 2,500 metres, thus concluding well control operations.
        Although the Contractor Group decided not to pursue further
        drilling, it was decided to conduct further testing of the Oligocene
        formation, in its lower part, through the 9 5/8 inches casing. 
    --  In November and December 2010, WesternZagros successfully concluded
        two cased hole tests of the lower Oligocene formation. The first
        cased hole test was conducted between 2,365 metres and 2,415 metres.
        The test achieved a maximum flow rate, after acidization, of 18.3
        million cubic feet of gas per day at a flowing wellhead pressure of
        1,960 pounds per square inch with a maximum yield of 86 barrels of
        high quality, 62 degrees API natural gas liquids (condensate) per
        million cubic feet of gas. No formation water was recovered during
        the testing. In addition, a mixture of light crude oil and
        condensate was recovered during the test prior to acidizing the
        formation. Subsequently, a second deeper cased hole test was
        conducted between 2,455 metres and 2,469 metres which proved an oil
        column in the Oligocene reservoir. 
    --  Proving an oil column in the Oligocene reservoir beneath the gas cap
        resulted in an increase in the gross contingent resource estimates
        for this reservoir. The Corporation's best estimate, as audited by
        Sproule International Limited, of gross contingent gas, gas
        condensate, and oil resources for the Oligocene reservoir at
        Kurdamir as of December 14, 2010 increased to 850 billion cubic feet
        (BCF), 33 million barrels (MMBBL) and 6.5MMBBL, respectively. These
        contingent resource numbers do not include any of the potential in
        the, as yet undrilled, downdip flanks of the Kurdamir structure in
        the Tertiary Oligocene reservoir. In the case where the oil column
        potentially extends below into the flanks, the Corporation's best
        estimate, as audited by Sproule International Limited, of gross
        unrisked prospective oil resources for this reservoir effective as
        of December 14, 2010 increased to 260 MMBBL.
    --  The gross costs for the Kurdamir-1 well were approximately $76
        million ($46 million net to WesternZagros), including $14 million
        ($8 million net to WesternZagros) of costs associated with the cased
        hole tests. These gross costs exclude approximately $70 million of
        incremental costs associated with well control and sidetrack
        activities ($42 million net to WesternZagros) which are subject to
        the insurance claim being pursued by the Contractor Group. 
Exploration                                                                 
--  During the year ended December 31, 2010, WesternZagros undertook a range
    of exploration activities to further its understanding of the geology on
    its PSC Lands. Focusing on its lowest risk prospect areas at Kurdamir,
    Sarqala, Mil Qasim, Qulijan and Baran, the Corporation's exploration
    work included: 
    --  Completion of geochemical and basin modeling studies which indicate
        that the Aaliji Formation (the "Aaliji") is likely the source rock
        for the hydrocarbons on the PSC Lands. This is significant, because
        the Aaliji is both oil prone and likely to be generating oil at the
        present time, and this increases the probability that WesternZagros'
        exploration prospects contain oil and reduces the probability that
        they contain only natural gas. The specific studies undertaken
        include a geochemical study of the drill cuttings and hydrocarbons
        recovered from the Kurdamir-1 and Sarqala-1 wells, and analyses of
        oil from the natural oil seep at Aj Dagh (approximately nine
        kilometres from Kurdamir-1). 
    --  Completion of a re-analysis of the prospectivity of the Miocene
        Jeribe Formation (the "Jeribe") in the Sarqala structure. This
        consisted of detailed petrophysical analysis of the wireline logs
        obtained from Sarqala-1 in 2008/2009 and detailed analysis of the
        cuttings captured while drilling. This analysis suggests good oil
        potential in the Jeribe as it is analogous to the same formation in
        the nearby Qamar-1 well, which flowed 2,200 barrels of oil per day. 
    --  Completion of the evaluation of the high quality light oil shows (35
        degree API gravity) that were encountered while drilling the Upper
        Fars interval at Sarqala-1. This evaluation indicated the
        prospectivity of the adjacent structure at Mil Qasim. The crestal
        location at Mil Qasim-1 is just three kilometres from the Sarqala-1
        well.  
    --  Completion of the evaluation of the Oligocene, Eocene and Cretaceous
        formations of two additional prospects in the vicinity of the
        Kurdamir structure, i.e. Qulijan and Baran. Both Qulijan and Baran
        are anticline structures with upside potential extending to the
        fault that separates them from Kurdamir. 
    --  Integration of the encouraging test results from the Kurdamir-1 well
        and determination of the optimum location for Kurdamir-2. 
--  WesternZagros also continues to compile seismic data and information
    from wells adjacent to its PSC Lands and to integrate the data, together
    with the reprocessed seismic data on its PSC Lands, into its seismic
    interpretations to further define and update its prospects and leads
    inventory. The Corporation's efforts include re-evaluating the
    hydrocarbon potential beneath the Kalar thrust fault as part of its
    overall prospective resource re-assessment of its PSC Lands. 
--  All of the above exploration work in 2010 refined the Corporation's
    understanding of the regional geology, and reinforced management's view
    of the excellent prospects for significant oil discoveries on the
    Corporation's PSC Lands. 
Financial                                                                   
--  As at December 31, 2010, WesternZagros had $37.5 million in working
    capital. 
--  For the year ended December 31, 2010, WesternZagros' share of capital
    expenditures associated with its PSC activities and other capitalized
    costs was $67.2 million. Expenditures for 2010 included $62.6 million of
    drilling-related costs; $1.0 million of geological and geosciences
    related work; $2.5 million of supervision and local office costs; $0.2
    million of PSC related expenditures; and $0.9 million of corporate
    related expenditures. 
Insurance                                                                   
--  WesternZagros initiated a control of well insurance claim in the first
    quarter of 2010 related to the events at Kurdamir-1, which began when
    the well was drilled into a high pressure formation in the Gulneri Seal.
    These operations continued after a subsequent additional high pressure
    zone was encountered in the Aaliji Seal and continued until October 14,
    2010, when the open hole was plugged and cemented up to approximately
    2,500 metres, thus concluding well control operations. 
--  The control of well insurance policy covering these claims has a net
    aggregate limit to the Corporation of $45 million, with a $0.4 million
    deductible. Under the terms of the insurance policy, the Corporation
    submits claims for these costs as they are incurred and paid and these
    claims are then subject to the review and approval of an adjuster
    appointed by the insurers. WesternZagros submitted its initial claim in
    the first quarter of 2010 and received initial confirmation of coverage
    from the insurers during the second quarter of 2010. 
--  For the year ended December 31, 2010, WesternZagros credited $42.0
    million of insurance recoveries, net of the $0.4 million deductible,
    related to the well control and recovery operations at Kurdamir-1
    against the Kurdistan Region Exploration Project.  
--  During the year ended December 31, 2010, the Corporation received $24.4
    million of insurance proceeds from the insurers. Subsequent to December
    31, 2010, further insurance proceeds of $11.5 million were received
    related to further approved interim claims. The Corporation has
    submitted the remaining costs incurred and continues to pursue the
    required approval for these amounts. 
Corporate                                                                   
--  During the first quarter of 2010, WesternZagros announced the
    appointment of Mr. Ian McIntosh to the new position of Vice President,
    Kurdistan Business Unit, to be resident in the Kurdistan Region. Mr.
    McIntosh brings to the Corporation over 30 years of international oil
    and gas experience, encompassing development and production engineering,
    in-country management and business development. This appointment was a
    reflection of the Corporation's desire to have additional executive
    ability in-country. Subsequently, during the second quarter of 2010,
    WesternZagros announced that Mr. Ian McIntosh had assumed the position
    of acting Senior Vice President, Engineering and Operations on an
    interim basis following the departure of Mr. Robert Theriault. 
--  Given the difficulties encountered during drilling operations, in the
    second quarter of 2010 WesternZagros undertook a comprehensive review of
    its operations to determine how to achieve better performance. The
    Corporation's Board of Directors and an external expert led this review,
    and the resulting recommendations were implemented. These
    recommendations included shifting certain technical roles from the head
    office to both the rig site and to the Corporation's office in
    Sulaymaniyah, increasing the technical resources available for planning
    and design for future wells, and working with our suppliers to improve
    the equipment and services available to the Corporation in the Kurdistan
    Region. 
Political                                                                   
--  The first fully democratic federal election, with all parties
    participating, was held in Iraq on March 7, 2010, with no one party
    winning a clear majority. During the fourth quarter of 2010, an
    agreement was reached to form a new coalition federal government with
    Nouri Al-Maliki and Jalal Talabani reappointed to their respective posts
    as Prime Minister and President. Prime Minister Maliki subsequently
    appointed Abdul Karim Luaibi as the new Minister of Oil. 
--  In late 2010 and early 2011, Prime Minister Maliki and Minister of Oil
    Luaibi were both quoted as voicing their support for the Kurdistan
    Region's PSC's in their current form. Further to this, an agreement was
    reached to resume exports from the Kurdistan Region from both the Taq
    Taq field and the Tawke field with a goal to export 100,000 barrels per
    day by the end of 2011. In March 2011, both of these fields were
    reported to be on production at a collective rate of approximately
    85,000 bbls/day and the oil was being exported from the Kurdistan
    Region. 
Corporate Social Responsibility                                             
--  In 2010, WesternZagros and its co-venturers continued to focus on three
    key corporate social responsibility initiatives in the Garmian region of
    Kurdistan - water supply, education and health care. Activities
    included: 
    --  Providing road tanker services for the local delivery of water; 
    --  Providing low cost methods of obtaining water through extensive
        earthworks projects for over 40 villages; 
    --  Implementing a partnership project with Mercy Corp, an international
        NGO, and the local government in order to improve water access to
        two additional rural villages; 
    --  Providing training to the local communities to maintain the biosand
        water filter project that was completed in partnership with the
        Kurdistan Village Reconstruction Association, a local NGO; 
    --  Supporting the Garmian Sports Directorate's Youth Activity Festival,
        a seven-day event attended by 1,400 children, through the donation
        of uniforms, trophies, medals and equipment. Children learned and
        played various sports including football, volleyball, bicycling, and
        basketball; 
    --  Partnering with Project Cure, an international NGO committed to
        donating medical equipment, in order to supply and distribute beds,
        examination tables, crutches, wheelchairs and IV stands to three
        local clinics and one hospital. 
FINANCIAL PERFORMANCE                                                       
----------------------------------------------------------------------------
Selected Annual Information                                                 
US$(000's), unless otherwise                                                
 specified                               2010           2009           2008 
----------------------------------------------------------------------------
Total Revenue                              87            184          2,959 
Net Loss                                5,748          5,491         10,100 
Net Loss Per Share (US$ Per                                                 
 Share)                                                                     
(Basic and Diluted)                      0.03           0.03           0.05 
Capital Expenditures                   67,162         54,356         95,102 
Total Assets                          241,231        241,077        243,697 
Total Long-term Liabilities               245            175             69 
Dividends (US$ Per Share)                 Nil            Nil            Nil 
----------------------------------------------------------------------------

General and Administrative Expenses

For the year ended December 31, 2010, WesternZagros expensed $6.4 million in general and administrative expenses ("G&A"), compared to $6.3 million for the prior year, and capitalized $3.0 million of G&A compared to $3.2 million in 2009. The amounts capitalized are directly related to the supervision of the Corporation's drilling and geological capital programs. Total G&A costs were relatively consistent between 2010 and 2009, as the increase in US$ costs incurred resulting from a stronger Canadian dollar in 2010, which impacts a large portion of the Corporation's G&A expenditures, was mostly offset by lower stock-based compensation expense as compared to the prior year.

Depreciation, Depletion and Amortization (DD&A)

For the year ended December 31, 2010, WesternZagros had $0.6 million depreciation related to certain administrative assets, compared to $0.7 million for the year ended December 31, 2009. No depletion, which is calculated on a unit-of-production basis based on proved reserves, has been recorded on oil and gas related assets because there has been no production to date. Furthermore, WesternZagros has yet to determine whether proved reserves are attributable to the PSC Lands.

Stock Based Compensation

The Corporation recognized stock based compensation expense for all stock options granted. For the year ended December 31, 2010, WesternZagros recorded $1.6 million in stock based compensation expense and $1.0 million as part of capitalized G&A, with a corresponding increase to contributed surplus, for stock options granted. For the year ended December 31, 2009, WesternZagros recorded $1.9 million in stock-based compensation expense, and $0.5 million in capitalized G&A.

Foreign Exchange

WesternZagros adopted the U.S. dollar as its measurement and reporting currency since the majority of its expenditures are or will be directly or indirectly denominated in U.S. dollars and to facilitate a more direct comparison to other international crude oil and natural gas exploration and development companies. As at December 31, 2010, WesternZagros held over 95 percent of its cash and cash equivalents in U.S. dollar accounts and U.S. dollar overnight term deposits. The Corporation also has certain assets and liabilities in currencies other than the U.S. dollar (mainly Canadian dollars). For financial statement presentation purposes, WesternZagros converts other currencies to U.S. dollars at the end of each period resulting in foreign exchange gains and losses. Canadian dollar balances are held for the purpose of funding WesternZagros' Canadian dollar expenditures, which are mainly related to the costs associated with general and administrative costs for its head office and certain drilling-related services and tangible equipment procured from Canadian suppliers. For the year ended December 31, 2010, WesternZagros recorded a foreign exchange loss of $0.06 million relating to these conversions, compared to a $0.01 million foreign exchange loss for the year ended December 31, 2009.

Income Taxes

For the year ended December 31, 2010, WesternZagros had a net income tax recovery of $1.2 million (2009: $1.3 million recovery), comprised of $1.3 million of current income tax recovery (2009: $1.8 million recovery) and reduced by $0.1 million of future income tax expense (2009: $0.4 million expense). The current tax recovery relates to the expected recovery of taxes incurred in 2008 on realized foreign exchange gains and losses in WesternZagros' wholly-owned Canadian subsidiary through the utilization of loss carry forwards and the associated G&A costs incurred by the subsidiary.

The Corporation received proceeds of $2.2 million for prior year tax recoveries during the year ended December 31, 2010 (2009: $4.7 million taxes paid).

Revenue

WesternZagros' revenue is comprised entirely of interest earned on cash and cash equivalents and short-term investment balances. Interest of $0.09 million was earned for the year ended December 31, 2010 compared to $0.18 million for the year ended December 31, 2009. The decrease in revenue resulted mainly from a decrease in cash and cash equivalents as the Corporation expended funds for exploration activities during the year.

Net Loss

For the year ended December 31, 2009, WesternZagros recorded a net loss of $5.7 million compared to $5.5 million for the year ended December 31, 2009. WesternZagros is an early stage exploration enterprise and, apart from its working interest in the PSC and cash and cash equivalents, the Corporation has no other significant assets. The increased net loss in 2010 resulted mainly from reduced tax recoveries as compared to 2009.

Capital Expenditures

For the year ended December 31, 2010, total capital expenditures, prior to any insurance recoveries, related to the Kalar-Bawanoor Block were $107.3 million, including $100.1 million of drilling-related costs, $1.3 million of geosciences-related work (reprocessing and interpretation of seismic data), $5.7 million of supervision and local office costs in support of drilling operations, and $0.2 million of PSC-related expenditures. Included in the drilling costs were $93.3 million for operations at Kurdamir-1, $4.8 million for planning and site preparation for Qulijan-1, $1.3 million for planning costs related to the Sarqala-1 re-entry, and $0.7 million for planning costs related to the Mil Qasim prospect.

By comparison, for the year ended December 31, 2009, total capital expenditures related to the Kalar-Bawanoor Block were $73.3 million, including $65.1 million of drilling-related costs, $1.1 million of geosciences-related work (reprocessing and interpretation of seismic data), $5.7 million of supervision and local office costs in support of drilling operations and $1.4 million of PSC-related expenditures. Included in the drilling costs were $46.6 million for operations at Kurdamir-1, $11.5 million for operations at Sarqala-1, and $7.0 million for long lead items, consumables and pre spud costs for subsequent wells.

WesternZagros' share of capital expenditures, prior to any insurance recoveries, for the year ended December 31, 2010 associated with its PSC activities and other capitalized costs was $67.2 million. Capital expenditures for 2010 included $62.6 million of drilling-related costs; $1.0 million of geosciences-related work; $2.5 million of related field office and supervision costs; $0.2 million for PSC-related costs, and $0.9 million of corporate-related expenditures.

For the year ended December 31, 2010, the costs for Kurdamir-1 have been credited by approximately $42.0 million, net to WesternZagros, for estimated claimable costs under the current insurance claim. This amount is net of deductibles.

By comparison, WesternZagros' share of capital expenditures for the year ended December 31, 2009 associated with its PSC activities and other capitalized costs was $54.4 million. Capital expenditures for 2009 included $39.1 million of drilling-related costs; $0.7 million of geological and geosciences-related work; $3.4 million of related field office and supervision costs; $10.8 million for PSC-related costs and the remaining amounts owing under the capacity building bonus, which WesternZagros completed paying in April 2009; and $0.4 million of corporate- related expenditures.

The Corporation's share of 2010 capital expenditures, net of the insurance recoveries, decreased in 2010 in comparison to 2009 as the costs associated with the Kurdamir-1 operations were mostly offset by the estimated claimable costs under the insurance claim. In addition, the PSC-related costs were lower in 2010 as the capacity building bonus payments were completed in 2009

WesternZagros capitalized $3.0 million of G&A expenses, including $1.0 million of stock-based compensation, for the year ended December 31, 2010, compared to $3.2 million of G&A expenses, including $0.5 million of stock-based compensation, for the year ended December 31, 2009.

Quarterly Information

The following table summarizes key financial information on a quarterly basis for the 2010 and 2009 fiscal periods:

----------------------------------------------------------------------------
(US$ thousands, unless         Year                                         
 otherwise specified)         Ended               Three Month Periods Ended 
----------------------------------------------------------------------------
                             Dec 31,   Dec 31    Sep 30   June 30  March 31 
                               2010      2010      2010      2010      2010 
----------------------------------------------------------------------------
Revenue                          87        13        38        17        19 
----------------------------------------------------------------------------
Net Loss                      5,748     1,924     1,098     1,720     1,006 
----------------------------------------------------------------------------
Net Loss Per Share (US$                                                     
 Per Share)                                                                 
(Basic and Fully Diluted)     0.027     0.009     0.005     0.008     0.005 
----------------------------------------------------------------------------
Capital Expenditures         67,162    17,332    20,455    16,041    13,334 
----------------------------------------------------------------------------
Total Assets                241,231   241,231   234,555   236,006   235,977 
----------------------------------------------------------------------------
Total Long-term                                                             
 Liabilities                    245       245       228       207       178 
----------------------------------------------------------------------------
Dividend (US$ per Share)        Nil       Nil       Nil       Nil       Nil 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                               Year                                         
                              Ended               Three Month Periods Ended 
----------------------------------------------------------------------------
                             Dec 31,  Dec  31    Sep 30   June 30  March 31 
                               2009      2009      2009      2009      2009 
----------------------------------------------------------------------------
Revenue                         184        32        36        35        81 
----------------------------------------------------------------------------
Net Loss                      5,491     1,035     2,712     1,404       340 
----------------------------------------------------------------------------
Net Loss Per Share (US$                                                     
 Per Share)                                                                 
(Basic and Fully Diluted)     0.026     0.005     0.013     0.006     0.002 
----------------------------------------------------------------------------
Capital Expenditures         54,356    11,250    11,456    14,796    16,854 
----------------------------------------------------------------------------
Total Assets                241,077   241,077   241,600   241,171   239,288 
----------------------------------------------------------------------------
Total Long-term                                                             
 Liabilities                    175       175       171       197        71 
----------------------------------------------------------------------------
Dividend (US$ per Share)        Nil       Nil       Nil       Nil       Nil 
----------------------------------------------------------------------------

Fourth Quarter

In the fourth quarter of 2010, WesternZagros had a net loss of $1.9 million compared to a net loss of $1.0 million in the fourth quarter of 2009. The increased fourth quarter net loss in 2010 is mainly due to reduced income tax recoveries as well as increased professional and legal fees incurred as compared to the fourth quarter of 2009.

WesternZagros' capital expenditures totaled $17.3 million, prior to insurance recoveries, in the fourth quarter of 2010 compared to $11.5 million in the fourth quarter of 2009. This increase in 2010 is primarily due to the ongoing Kurdamir-1 operations, including completing and testing a portion of the well during the fourth quarter of 2010.

Production Sharing Contract - Summary

Under the terms of its PSC, WesternZagros has a 40 percent working interest and the KRG has a 20 percent working interest which is carried by WesternZagros. The remaining 40 percent working interest is held by Talisman, which was allocated the interest in June 2008 by the KRG. WesternZagros, the KRG and Talisman are collectively the "Contractor Group" under the PSC. WesternZagros is the operator of the PSC Lands until the end of the first exploration sub-period of the PSC, when a joint operating company may be established if so elected by the Contractor Group.

Production Sharing Contract - Commercial Terms

Under the PSC, the sharing of oil occurs as follows: of the total oil produced, operations oil is available to WesternZagros for use in carrying out its obligations under the PSC; the remaining oil is subject to a 10 percent royalty payable to the KRG (the residual is considered to be "net available oil"). The net available oil is determined on a development by development basis. Up to 45 percent of the net available oil is available for cost recovery with the remainder as "profit oil". Costs subject to cost recovery include all costs and expenditures incurred by the Contractor Group for exploration, development, production and decommissioning operations, as well as any other costs and expenditures incurred directly or indirectly with these activities. The portion of profit oil available to the Contractor Group is based on a sliding scale from 35 percent to 16 percent depending on a calculated R-Factor. The R-Factor is established by reference to the ratio of cumulative revenues over cumulative costs. When the ratio is below one, the Contractor Group is entitled to 35 percent of the profit oil. The percentage is then reduced on a linear sliding scale to a minimum of 16 percent at an R-Factor ratio of two or greater.

The production sharing terms for natural gas are the same as the oil production share terms except that the net available gas available for cost recovery is 55 percent and the profit sharing component is on a different scale. For natural gas, the portion of profit natural gas available for the Contractor Group is based on a sliding scale from 40 percent to 20 percent depending on a calculated R-factor. The R-Factor is established by reference to the ratio of the Contractor Group's cumulative revenue over cumulative costs. When the R-Factor is below one, the Contractor Group is entitled to 40 percent of the profit oil. The Contractor Group's percentage is then reduced on a linear scale to a minimum of 20 percent at a ratio of 2.75 or greater.

Production

The PSC provides the Contractor Group with the exclusive right to develop and produce any commercial discoveries. The development period for producing a commercial discovery is an initial term of 20 years from the date of declaring a commercial discovery with a further automatic right to a five year extension. If commercial production is possible at the end of the last period then the Contractor Group shall be entitled to an extension of a further five years under the same terms as in the PSC if a request is made by the Contractor Group at least six months before the end of the first five year extension.

Pursuant to the terms of the PSC, WesternZagros maintains the right to market its share of oil on the world market. There is an obligation under the PSC to make oil production available to meet regional market demand. The price of such oil is a market-based oil price based on a basket of crudes. The price for natural gas is based on local commercial value and Iraq tariffs. Currently, no markets exist for natural gas within Iraq and there is no infrastructure for export.

Contract Obligations and Commitments

The PSC contemplates two exploration sub-periods of three years and two years, respectively, with two possible one-year extensions. The first exploration sub-period ended December 31, 2010, subject to an extension under a force majeure claim described below. During such time the Contractor Group is required to complete a minimum of 1,150 kilometres of seismic surveying (which has been completed), to drill three exploration wells (two of which have been drilled), and to commit a minimum of $75 million in the aggregate on these activities (which has been completed). The PSC also includes capacity building support payments (which concluded in April 2009) and annual funding for certain technological, logistical, recruitment and training support during the exploration sub-periods.

During the drilling of the Kurdamir-1 well, certain situations occurred which caused additional time to be spent on well control and repair operations under conditions of force majeure. Under the terms of the PSC, when a force majeure event occurs, the timing resulting from any such delay and the time necessary to repair any damage resulting from the delay is to be added to any time period provided under the PSC, including the first exploration sub-period. The period of force majeure started on January 22, 2010 and continued until October 14, 2010, a period of 265 days. The Corporation, on behalf of the Contractor Group, has notified the KRG of a force majeure event under the terms of the PSC and claimed a corresponding 265 day extension of the first exploration sub-period, i.e. until September 22, 2011.

Following the submission of the force majeure claim to the KRG, the KRG proposed certain contractual amendments in order to resolve the timing issues created by the force majeure event and other commercial concerns. Negotiations between the Contractor Group are ongoing with respect to these proposed amendments. See the "Future PSC Operations" section in this MD&A for further information.

At the end of the first exploration sub-period, WesternZagros and the other parties to the PSC may relinquish the entire contract area (other than any discovery or development areas), or continue further exploration operations by entering into the second exploration sub-period, or request a one-year extension for further exploration and appraisal activities prior to deciding to enter into the second exploration sub-period.

To meet its remaining commitments for the first exploration sub-period, WesternZagros estimates expenditures of approximately $20 million to $25 million, prior to the costs of any testing, if required, and assuming that the Corporation will be required to fund 100% of for the remaining exploration commitment well (see "Future PSC Operations" section in this MD&A for further information). This estimate includes the remaining costs associated with drilling this additional exploration commitment well by the end of the first exploration sub-period, and providing the associated supervision and local office costs in support of drilling operations.

During the second exploration sub-period, the Contractor Group, or those parties that have elected to participate in further exploration, is required to complete a minimum of 575 kilometres of seismic surveying, drill at least two exploration wells and commit a minimum of $35 million to these activities. At the end of the second exploration sub-period, WesternZagros, and the other parties to the PSC who have elected to participate in the second exploration sub-period, may relinquish the entire contract area (other than any discovery or development areas) or continue further exploration and appraisal operations into the extension periods subject to the following relinquishment requirements. At the end of the second exploration sub-period, and at the end of each subsequent extension period, the PSC requires WesternZagros, and other parties who have elected to participate, to relinquish 25 percent of the remaining undeveloped area within the PSC Lands or the entire contract area (other than any discovery or development areas).

WesternZagros has entered into various exploration-related contracts, including contracts for drilling equipment, services and tangibles. The following table summarizes the commitments WesternZagros has under these exploration-related contracts and other contractual obligations at December 31, 2010:

                             For the year ended December 31                 
($ 000's)            2011      2012      2013      2014     2015+     Total 
----------------------------------------------------------------------------
Exploration         2,335         -         -         -         -     2,335 
Offices               614       234         -         -         -       848 
----------------------------------------------------------------------------
Total               2,949       234         -         -         -     3,183 
----------------------------------------------------------------------------

Future PSC Operations

In parallel with, and as an alternative to the force majeure claim, WesternZagros remains involved in ongoing negotiations with both Talisman and the KRG regarding the optimal contractual arrangements for conducting future activities on the PSC Lands. Proposals discussed to date include, but are not limited to:

--  A one-year extension, to December 31, 2011, for drilling the third
    exploration commitment well; 
--  A requirement to complete the drilling of Kurdamir-2 prior to June 30,
    2012, and subsequent to Talisman drilling the Topkhana-1 well on its
    adjacent Block 39; 
--  Talisman becoming operator for all future activity on the Kurdamir
    structure, with WesternZagros continuing as operator for all future
    activity on the remainder of the PSC Lands; and 
--  Talisman's future participation in activities on the PSC Lands being
    limited to the Kurdamir prospect, with the expectation that the KRG
    would assign Talisman's prior 40% interest in the remaining PSC Lands to
    a new third party participant following completion of the third
    exploration commitment well, which would be located on those remaining
    PSC Lands. As such, this would require the Corporation to initially, or
    entirely, fund 100% of the costs associated with the third commitment
    well. 

While these negotiations proceed, WesternZagros continues to work toward drilling the third exploration commitment well under the terms of the force majeure provision in the PSC in order to ensure that it meets the current requirements of the PSC in the event that these negotiations are not successfully concluded.

Third Party Consulting Services Agreements

In 2003, WesternZagros entered into a consulting service agreement that provides for a three percent right to participate indirectly in the future profits the Corporation may earn in respect to the PSC, in exchange for consulting services provided since that date. In the determination of profits under this agreement, WesternZagros is entitled to deduct the consultant's proportional share of all costs associated with acquiring the PSC and the exploration, appraisal, development and production expenditures incurred by the Corporation ("eligible costs"), together with interest on such percentage of eligible costs at LIBOR plus three percent. The Corporation is currently in negotiations to terminate this right.

Further, in 2004, WesternZagros entered into a consulting service agreement that provides for a two percent right to indirectly participate in the future profits the Corporation may earn in respect to the PSC, in exchange for the provision of consulting services during the period 2004 to 2006. In the determination of profits under this agreement, WesternZagros is entitled to deduct one percent of all eligible costs, together with interest on such percentage of eligible costs at LIBOR plus ten percent. The consultant is required to fund the additional one percent of all eligible costs. The Corporation is currently in negotiations to terminate this right.

Off Balance Sheet Arrangements

The Corporation does not presently utilize any off-balance sheet arrangements to enhance its liquidity and capital resource positions, or for any other purpose. During the period ended December 31, 2010, WesternZagros did not enter into any off-balance sheet transactions.

Insurance Claim Update

WesternZagros initiated a control of well insurance claim in the first quarter of 2010 in relation to certain events at Kurdamir-1 which commenced when the well was drilled into a high pressure formation in the Gulneri Seal. These operations continued after a subsequent additional high pressure zone was encountered in the Aaliji Seal and continued until October 14, 2010, when the open hole in the Kurdami-1 well was plugged and cemented to approximately 2,500 metres, concluding well control operations.

The control of well insurance policy covering these claims has a net aggregate limit to the Corporation of $45 million, with a $0.4 million deductible. Under the terms of the insurance policy, the Corporation submits claims for these costs as they are incurred and paid and these claims are then subject to the review and approval by the adjuster appointed by the insurers. WesternZagros submitted its initial claim in the first quarter of 2010 and received initial confirmation of coverage from the insurers during the second quarter of 2010.

For the year ended December 31, 2010, WesternZagros credited $42.0 million of insurance recoveries, net of the $0.4 million deductible, related to the well control and recovery operations at Kurdamir-1 against the Kurdistan Region Exploration Project. During the year ended December 31, 2010, the Corporation received $24.4 million of insurance proceeds from the insurers. Subsequent to December 31, 2010, further insurance proceeds of $11.5 million have been received related to further approved interim claims. The Corporation has submitted the remaining costs incurred and continues to pursue the required approval for these amounts.

Outlook for 2011

In 2011 and early 2012, WesternZagros plans to focus on a program of drilling and testing to evaluate the highly prospective formations discovered through the Sarqala-1 and Kurdamir-1 wells. This program will test the approximately one billion barrels of oil equivalent of mean gross un-risked prospective resources that these formations are estimated to contain as of December 14, 2010 and January 14, 2011, as audited by Sproule International Limited.

On March 29, 2011, the Corporation began the first of these operations by re-entering the Sarqala-1 well bore with the intent to drill a 100-metre sidetrack to evaluate and test the Miocene Jeribe Formation ("Jeribe") which is the primary reservoir target in the Sarqala-1 well. Sidetracking operations have drilled down to 3,873 metres. The Corporation is currently completing the remaining sidetrack drilling before wireline logging and testing. The Corporation originally drilled Sarqala-1 in 2008 and early 2009, suspending the well after equipment problems prevented logging. Subsequent analysis of the drilling cuttings from, and mud gas across, the Jeribe showed good oil potential and led to the decision to re-enter the well bore and to undertake the current sidetrack operation.

Following completion of the Sarqala sidetrack, WesternZagros plans to drill the third commitment well at Mil Qasim-1, located only three kilometres from Sarqala-1, in order to target potential oil-bearing sandstones in the Upper Fars reservoir. The Upper Fars reservoir is shallower than the Jeribe Formation and exhibited oil shows when penetrated in Sarqala-1. With a proposed total depth of 2,000 to 2,400 metres, Mil Qasim-1 will be a shallower well with less technical risk than either Sarqala-1 or Kurdamir-2.

Concurrent with the Corporation's drilling operations at Sarqala-1 and Mil Qasim-1, Talisman will be drilling the Topkhana prospect on its adjacent Block 39, where operations commenced on January 31, 2011. Topkhana-1 will be drilled to evaluate and test the Oligocene reservoir. Although WesternZagros has no working interest in Topkhana-1, results from the well could provide information confirming the potential coalescing of the Kurdamir and Topkhana structures into one large structure. The Contractor Group plans to drill the Kurdamir-2 well after Topkhana-1, with Talisman as operator. WesternZagros and Talisman are currently preparing the drilling plan for Kurdamir-2, including acquiring and preparing the drilling location lands and acquiring the long lead time materials.

With the objective of maximizing its options and flexibility to increase the likelihood of success, WesternZagros' priorities for 2011 are as follows:

--  Re-enter the Sarqala-1 well in order to test the Miocene Jeribe
    Formation;  
--  Conclude PSC negotiations with the KRG and Talisman in a manner that
    gives flexibility around the timing of the third commitment well and
    provides for an orderly progression of drilling and other exploration
    activities to maximize the efficient use of capital;  
--  Drill Mil Qasim-1 to test the Upper Fars Formation;  
--  Begin drilling Kurdamir-2 to test the Oligocene, Eocene and Cretaceous
    formations; and  
--  Evaluate the commercial potential and design an appraisal program for
    the natural gas, gas condensate and oil discovered at Kurdamir, and
    evaluate the commercial potential for any discoveries from the Sarqala-1
    re-entry and Mil Qasim-1.  

WesternZagros estimates its 2011 capital and operating budget, including the likely requirement for the Corporation to fully fund the Sarqala-1 re-entry and Mil Qasim-1 and to fund its share of the costs of Kurdamir-2 well to be incurred in the fourth quarter of 2011, to be approximately $95 million. This includes approximately $80 million for drilling and related costs, with the remainder of the budget comprised of funds for certain annual PSC payments, initial technical studies as part of the Kurdamir Discovery appraisal program, in-country operational support and corporate general and administrative costs.

Liquidity and Capital Resources

WesternZagros is currently exploring for crude oil and natural gas in the Kurdistan Region of Iraq and currently has no reserves, production or operational cash flows. WesternZagros' revenue is comprised entirely of interest earned on cash and cash equivalent balances and short-term investments. WesternZagros invests its cash and cash equivalents with major Canadian financial institutions with investment grade credit ratings and in Government of Canada instruments. This is in accordance with an Investment Policy approved by the Board of Directors. WesternZagros had no outstanding bank debt or other interest bearing indebtedness as at December 31, 2010.

At December 31, 2010, WesternZagros had $37.5 million in working capital. On March 10, 2011, WesternZagros successfully completed a brokered private placement for gross proceeds of approximately Cdn$43 million (net proceeds of approximately Cdn$41 million after fees). The working capital and the proceeds of this private placement will be used to fund a portion of the future capital expenditures as described in the "Outlook" section, specifically both the drilling operations for the Sarqala-1 re-entry and Mil Qasim-1 which the Corporation anticipates funding 100 percent. WesternZagros will be required to access further funding in 2011, in particular as it relates to the drilling of Kurdamir-2, and ultimately to fund any appraisal programs and future development programs from successful exploration activities. In considering the proper timing to access further financial resources, the Corporation will assess the following factors:

--  The conclusion of discussions with both the KRG and Talisman as it
    relates to the PSC and associated timing of work commitments; 
--  The exploration results of both Sarqala-1 re-entry and Mil Qasim-1; 
--  The timing for settlement for all outstanding amounts under the control
    of well insurance claim; 
--  Participation of the Corporation's co-venturers in the PSC activities; 
--  The ability to export oil and natural gas from the Kurdistan Region of
    Iraq in accordance with the economic terms under the PSC, likely
    following the promulgation of the new Federal Petroleum Law of Iraq; and
--  The current conditions in the financial markets, including the potential
    for further market instability. 

Outstanding Share Data

As at December 31, 2010, there were 207,464,320 shares issued and outstanding. The number of common shares reserved for issuance pursuant to options granted will not exceed 10 percent of the issued and outstanding common shares. Subsequent to December 31, 2010, WesternZagros completed a private placement of common shares in which 89,665,352 common shares were issued. As at April 11, 2011, the total number of shares outstanding was 297,129,672.

For the year ended December 31, 2010, there were 9,764,900 stock options granted to employees and 2,417,334 forfeited by employees, bringing the total stock options outstanding as of December 31, 2010 to 20,354,900. Subsequent to December 31, 2010, there were 27,000 stock options granted to employees and 605,400 forfeited by employees, bringing the total stock options outstanding as of April 11, 2011 to 19,776,500.

RISK FACTORS

The oil and gas industry is very competitive and is subject to many risks. Many of these risks are outside of WesternZagros' control. Since inception and typical with development stage companies, WesternZagros has incurred losses from operations and negative cash flows from operating activities, and has an accumulated deficit at December 31, 2010. The ability of WesternZagros to successfully carry out its business plan beyond exploration is primarily dependent upon the continued support of its shareholders, resolution of the PSC negotiations referred to under the "Future PSC Operations" section of this MD&A, the discovery of economically recoverable reserves, meeting all commitments under the PSC, the resolution of remaining political disputes in Iraq, progress on the Federal Petroleum Law and the ability to export oil and natural gas from the Kurdistan Region of Iraq in accordance with the economic terms under the PSC, the state of the capital markets, the ability of WesternZagros to obtain financing to develop reserves, and the timely receipt of the remaining anticipated insurance proceeds from the current insurance claim associated with the Kurdamir-1 well control and recovery operations. Management of WesternZagros has identified certain key risks and their potential impact on WesternZagros' operations.

Additional Funding Requirements

In general, the Corporation's ability to continue operations and exploration activities as a going concern is dependent upon its ability to obtain additional funding when required. WesternZagros anticipates making substantial capital expenditures for the acquisition, exploration, appraisal, development and production of oil and natural gas reserves in the future. These expenditures also include WesternZagros' requirement to carry the KRG's 20 percent interest under the PSC. In addition, any change in the continued participation of Talisman under the PSC could increase the Corporation's capital requirements (see "Future PSC Operations").

WesternZagros' cash balances may not be sufficient to fund its ongoing activities at all times and to carry the KRG's 20 percent interest. From time to time, WesternZagros may require additional financing in order to carry out its oil and gas acquisition, exploration and development activities. While the Corporation has been successful in obtaining its required funding in the past, there is no assurance that debt or equity financing, or future cash generated by operations (if any), would be available or sufficient to meet these requirements or, if debt or equity financing is available, that it will be on terms acceptable to WesternZagros.

Financial market instability in the past few years has impacted WesternZagros' ability, and that of other exploration and development companies, to access equity or debt markets at all or on acceptable terms. Future global economic events and conditions may result in further volatility in the financial markets which, in turn, could negatively impact WesternZagros' ability to access equity or debt markets over time. In addition, the results of the Corporation's exploration activities or any prolonged delay in the resolution of remaining political disputes in Iraq, progress on the Federal Petroleum Law or in the export of oil from Kurdistan in accordance with the economic terms under the PSC could negatively impact the future ability of the Corporation to access equity or debt markets.

The inability of WesternZagros to access sufficient capital for its operations on a timely basis could have a material adverse effect on WesternZagros' financial condition, results of operations and prospects and its ability to continue as a going concern and could cause WesternZagros to forfeit its interest in certain properties, miss certain acquisition opportunities and reduce or terminate its operations.

Foreign Activities

All of WesternZagros' assets are located in Kurdistan. As such, WesternZagros is subject to political, economic, and other uncertainties, including, but not limited to, the uncertainty of negotiating with foreign governments (including e.g. the Corporation's force majeure claim under the PSC), expropriation of property without fair compensation, adverse determinations or rulings by governmental authorities, changes in energy policies or in the personnel administering them, nationalization, currency fluctuations and devaluations, disputes between various levels of authorities, arbitrating and enforcing claims against entities that may claim sovereignty, authorities claiming jurisdiction, potential implementation of exchange controls and royalty and government take increases and other risks arising out of foreign governmental sovereignty over the areas in which WesternZagros' operations are conducted, as well as risks of loss due to civil strife, acts of war, guerrilla activities, and insurrections.

WesternZagros' operations may be adversely affected by changes in government policies and legislation or social instability and other factors which are not within the control of WesternZagros including, among other things, adverse legislation in Iraq and/or Kurdistan, a change in crude oil or natural gas pricing policy, the risks of war, terrorism, abduction, expropriation, nationalization, renegotiation or nullification of existing concessions and contracts, taxation policies, economic sanctions, the imposition of specific drilling obligations, and the development and abandonment of fields.

Continued Participation of the Corporation's Co-Venturers

WesternZagros' ability to execute its exploration and development strategies in the manner in which the Corporation considers optimal may be affected by the continued participation of the Corporation's co-venturers and the conclusion of discussions related to PSC activities, the resulting timing of work commitments therefrom and the Corporation's percentage share of costs relating thereto. Any change in the continued participation of Talisman under the PSC could increase the Corporation's capital requirements, see "PSC Overview and Commitments" and "Future PSC Operations".

Political Issues

The political and security situation in Iraq (outside Kurdistan) is unsettled and volatile. Kurdistan is the only Region that is constitutionally established pursuant to the Iraq Constitution. The political issues of federalism and the autonomy of Regions in Iraq are matters about which there are major differences between the various political factions in Iraq. These differences could adversely impact WesternZagros' interests in Kurdistan and the PSC.

Legislative Issues

No federal Iraq legislation has yet been agreed to or enacted by the Iraq Council of Ministers (Cabinet) and Council of Representatives (Parliament) to address the future organization of Iraq's petroleum industry or the sharing of petroleum and other revenues within Iraq. Failure to enact legislation or the enactment of federal legislation contradictory to Kurdistan legislation could materially adversely impact WesternZagros' interest in Kurdistan and the PSC.

Exploration, Development and Production Risks

Oil and natural gas operations involve many risks which even a combination of experience, knowledge and careful evaluation may not be able to overcome. The long-term commercial success of WesternZagros depends on its ability to find, appraise, develop and commercially produce oil and natural gas resources and reserves, which will depend not only on its ability to explore and develop any properties it may have from time to time, but also on its ability to select and acquire additional producing properties or prospects. No assurance can be given that WesternZagros will be able to locate satisfactory properties for acquisition or participation. Moreover, if such acquisitions or participations are identified, WesternZagros may determine that current markets, terms of acquisition and participation or pricing conditions make such acquisitions or participations uneconomic. There is no assurance that commercial quantities of oil and natural gas will be discovered or acquired by WesternZagros.

Future oil and natural gas exploration may involve unprofitable efforts, not only from dry wells, but from wells that are productive but do not produce sufficient petroleum substances to return a profit after drilling, operating and other costs. Completion of a well does not assure a profit on the investment or recovery of drilling, completion and operating costs. In addition, drilling hazards or environmental damage could greatly increase the cost of operations, and various field operating conditions may adversely affect the production from successful wells. These conditions include delays in obtaining governmental approvals or consents, shut-ins of connected wells resulting from extreme weather conditions, insufficient storage or transportation capacity or other geological and mechanical conditions. While diligent well supervision and effective maintenance operations can contribute to maximizing production rates over time, production delays and declines from normal field operating conditions cannot be eliminated and can be expected to adversely affect revenue and cash flow levels to varying degrees.

Oil and natural gas exploration, development and production operations are subject to all the risks and hazards typically associated with such operations, including hazards such as fire, explosion, blowouts, cratering, sour gas releases and spills, each of which could result in substantial damage to oil and natural gas wells, production facilities, other property and the environment or personal injury. In accordance with industry practice, WesternZagros is not fully insured against all of these risks, nor are all such risks insurable. Although WesternZagros maintains liability insurance in an amount that it considers consistent with industry practice, the nature of these risks is such that liabilities could exceed policy limits, in which event WesternZagros could incur significant costs that could have a material adverse effect upon its financial condition. Oil and natural gas exploration, development and production operations are also subject to all the risks typically associated with such operations, including encountering unexpected formations or pressures, premature decline of reservoirs and the invasion of water into producing formations. Losses resulting from the occurrence of any of these risks could have a material adverse effect on WesternZagros.

Resources Estimates

Resource estimates contained herein are only estimates and the ultimate resources may prove to be significantly less than the mean estimates. Estimates of resources depend in large part upon the reliability of available geological and engineering data. Geological and engineering data are used to determine the probability that a reservoir of oil and/or natural gas exists at a particular location, and whether, and to the extent to which, such hydrocarbons are recoverable from the reservoir.

Basic reservoir parameters will vary within the reservoir of interest and some of these parameters such as porosity, net hydrocarbon pay thickness and water saturation may affect the volume of hydrocarbon estimated to be present. Additional reservoir parameters such as permeability, the presence or absence of bottom water and the specific mineralogy of the reservoir rock may affect the effectiveness of the recovery process. Recovery of the resources may also be affected by the availability and quality of source water, availability of fuel gas, and well and plant equipment malfunction or failure. There is no certainty that certain mineral interests are not affected by ownership considerations that have not yet come to light.

The Corporation has engaged professional geologists and engineers to evaluate the reservoir and prepare development and depletion plans, however implementation risk remains. This risk is related to factors such as the operational capacity and reliability of wells and facilities, the vertical and areal homogeneity of the reservoir, and the effectiveness of the drainage of oil in the reservoir to the vicinity of the production wells where it can be captured.

Ability to Execute Exploration, Appraisal and Development Program

It may not always be possible for WesternZagros to execute its exploration, appraisal and development strategies in the manner in which WesternZagros considers optimal. WesternZagros' exploration and development programs in Iraq involve the need to obtain approvals from the relevant authorities, which may require conditions to be satisfied or the exercise of discretion by the relevant authorities. It may not be possible for such conditions to be satisfied.

Project Risks

WesternZagros' ability to execute projects and market oil and natural gas will depend upon, or be impacted by, numerous factors beyond WesternZagros' complete control, including:

--  the availability and proximity of pipeline capacity and sales markets; 
--  security issues; 
--  the supply of and demand for oil and natural gas; 
--  the effects of inclement weather; 
--  the availability of drilling, production and related equipment and
    supplies, as well as services, all of which may be disrupted for a
    number of reasons; 
--  the hazards related to drilling and associated operations; 
--  unexpected cost increases; 
--  the continued participation of its co-venturers in the PSC activities; 
--  accidental events; 
--  currency fluctuations; 
--  the availability and productivity of skilled labour; 
--  adverse legislation in Kurdistan and/or Iraq; and 
--  the regulation of the oil and natural gas industry by various levels of
    government and governmental agencies in Kurdistan and/or Iraq. 

Because of these factors, WesternZagros could be unable to execute projects on time, on budget or at all, and may not be able to effectively market the oil and natural gas that it may produce.

Operational Experience

The management and directors of WesternZagros have significant international experience in the oil and gas industry; however, given the fact that WesternZagros was incorporated recently in 2007, the team has not, as a group, developed a conventional oil and gas project.

Competition

The petroleum industry is competitive in all its phases. WesternZagros competes with numerous other organizations in the search for, and the acquisition of, oil and natural gas properties and in the marketing of oil and natural gas. WesternZagros' competitors include oil and natural gas companies that have substantially greater financial resources, staff and facilities than WesternZagros. WesternZagros' ability to acquire or increase reserves in the future will depend not only on its ability to explore and develop its present properties, but also on its ability to select and acquire other suitable producing properties or prospects for exploratory drilling. Competitive factors in the distribution and marketing of oil and natural gas include price and methods and reliability of delivery.

Management of Growth

WesternZagros may be subject to growth-related risks, including capacity constraints and pressure on its internal systems and controls. The ability of WesternZagros to manage growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train and manage its employee base. The inability of WesternZagros to deal with this growth could have a material adverse impact on its business, operations and prospects.

Reliance on Key Personnel

WesternZagros' success depends in large measure on certain key personnel. The loss of the services of such key personnel could have a material adverse affect on WesternZagros. WesternZagros does not have any key person insurance in effect for management. The contributions of the existing management team to the immediate and near term operations of WesternZagros are likely to be of central importance. In addition, the competition for qualified personnel in the oil and natural gas industry can be intense and there can be no assurance that WesternZagros will be able to attract and retain all personnel necessary for the development and operation of its business. Investors must rely upon the ability, expertise, judgment, discretion, integrity and good faith of the management of WesternZagros.

Access to Export Infrastructure

WesternZagros' ability to export production from any potential oil and gas discoveries may depend on its ability to secure transportation. WesternZagros may also be affected by deliverability uncertainties related to the proximity of its potential production to pipelines and processing facilities and operational problems affecting such pipelines and facilities.

Prices, Markets and Marketing

The marketability and price of oil and natural gas that may be acquired or discovered by WesternZagros is, and will continue to be, affected by numerous factors beyond its control including the impact that the various levels of government may have on the ultimate price received for oil and gas sales. WesternZagros' ability to market its oil and natural gas may depend upon its ability to secure transportation. WesternZagros may also be affected by potential government regulation relating to price, the export of oil and natural gas and other aspects of the oil and natural gas business.

Both oil and natural gas prices are subject to wide fluctuation. During 2010, both oil and gas prices remained volatile as West Texas Intermediate ranging from US$64 to US$91 per barrel. WesternZagros originally negotiated the economic terms of its PSC in 2007 in a $50 per barrel crude oil price environment and any significant and sustained decline in crude oil prices from this price may impact the feasibility of WesternZagros' business plan.

Foreign Exchange

WesternZagros operations costs are generally incurred in U.S. dollars, while the funds it will have available to it may be in other currencies. There is a possibility that operations and development costs may increase as a result of currency fluctuation.

Third Party Credit Risk

WesternZagros is exposed to third party credit risk through its contractual arrangements with any potential joint venture partners, marketers of its petroleum and natural gas production, suppliers, contractors, and other parties. In the event such entities fail to meet their contractual obligations to WesternZagros or determine not to continue to participate in the PSC activities, such events could have a material adverse effect on WesternZagros and its cash flow from operations. In addition, poor credit conditions in the industry may impact a joint venture partner's willingness to participate in a future WesternZagros' capital program.

Conflicts of Interest

Certain directors of WesternZagros are also directors of other oil and gas companies and as such may, in certain circumstances, have a conflict of interest requiring them to abstain from certain decisions. Conflicts, if any, will be subject to the procedures and remedies of the ABCA.

Dilution

WesternZagros may make future acquisitions or enter into financings or other transactions involving the issuance of securities of WesternZagros which may be dilutive.

Issuance of Debt

From time to time, WesternZagros may enter into transactions to acquire assets or the shares of other organizations. These transactions may be financed in whole or in part with debt, which may increase WesternZagros' debt levels above industry standards for oil and natural gas companies of similar size. Neither WesternZagros' articles nor its by-laws limit the amount of indebtedness WesternZagros may incur. The level of WesternZagros' indebtedness from time to time, could impair WesternZagros' ability to obtain additional financing on a timely basis to take advantage of business opportunities that may arise.

Hedging

From time to time, WesternZagros may enter into agreements to receive fixed prices on any future oil and natural gas production to offset the risk of revenue losses if commodity prices decline; however, if commodity prices increase beyond the levels set in such agreements, WesternZagros would not benefit from such increases. Similarly, from time to time, WesternZagros may enter into agreements to fix the exchange rate of various currencies used in its business in order to offset the risk of revenue or cost related losses in the event of currency fluctuations. There is no certainty that any such currency hedges which may be entered into will benefit WesternZagros.

Availability of Drilling Equipment and Access

Oil and natural gas exploration and development activities are dependent on the availability of drilling and related equipment and supplies (typically leased from third parties) in the particular areas where such activities will be conducted. Demand for such limited equipment or access restrictions may affect the availability of such equipment and supplies to WesternZagros and may delay exploration and development activities.

Insurance and Liability

WesternZagros' involvement in the exploration for and development of oil and natural gas properties may result in WesternZagros becoming subject to liability for pollution, blow outs, property damage, personal injury or other hazards. Although WesternZagros maintains insurance in accordance with industry standards to address certain of these risks, such insurance has limitations on liability and may not be sufficient to cover the full extent of such liabilities. In addition, such risks are not, in all circumstances, insurable or, in certain circumstances, WesternZagros may elect not to obtain insurance to deal with specific risks due to the high premiums associated with such insurance or other reasons. The payment of any uninsured liabilities would reduce the funds available to WesternZagros. The occurrence of a significant event that WesternZagros is not fully insured against, or the insolvency of the insurer of such event, could have a material adverse effect on WesternZagros.

CRITICAL ACCOUNTING ESTIMATES

WesternZagros' critical accounting estimates are defined as those estimates that have a significant impact on the portrayal of its financial position and operations and that require management to make judgments, assumptions and estimates in the application of Canadian GAAP. Judgments, assumptions and estimates are based on historical experience and other factors that management believes to be reasonable under current conditions. As events occur and additional information is obtained, these judgments, assumptions and estimates may be subject to change. WesternZagros believes the following are the critical accounting estimates used in the preparation of its consolidated financial statements. WesternZagros' significant accounting estimates can be found in note 3 to its Annual Financial Statements.

Use of Estimates

The preparation of the consolidated financial statements in conformity with Canadian GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Such estimates relate to unsettled transactions and events as of the date of the consolidated financial statements. Accordingly, actual results may differ from these estimated amounts as future confirming events occur. Significant estimates used in the preparation of the consolidated financial statements include, but are not limited to, recovery of exploration costs capitalized in accordance with full cost accounting, insurance recoveries receivable, asset retirement obligations, future incomes taxes, and fair value of stock-based compensation.

Insurance Recoveries Receivable

WesternZagros has recognized an insurance recoveries receivable as at December 31, 2010. This receivable has been recognized on the basis of the acceptance of the insurance claim by the insurers (see the "Insurance Claim Update" section of this MD&A) and requires management to estimate the amount of the remaining claim that it believes it has virtual certainty in recovering.

Property, Plant and Equipment ("PP&E")

WesternZagros capitalizes costs related to crude oil and natural gas properties in accordance with the full cost method, whereby all costs associated with the acquisition of, exploration for and the development of crude oil and natural gas, including asset retirement obligations are capitalized and accumulated within cost centres on a country-by-country basis. Such costs include land acquisition, geological and geophysical activity, drilling and testing of productive and non-productive wells, carrying costs directly related to unproved properties, major development projects and administrative costs directly related to exploration and development activities.

Depletion on crude oil properties is anticipated to be provided over the life of proved reserves (assuming such reserves are established) on a unit of production basis and commences when the facilities are substantially complete and after commercial production has begun. Other PP&E assets are depreciated on a straight-line basis over their useful lives, except for lease acquisition costs, which are amortized and depreciated over the life of proved and probable reserves once established.

PP&E assets are reviewed for impairment whenever events or conditions indicate that their net carrying amount may not be recoverable from estimated future cash flows. If an impairment is identified the assets are written down to the estimated fair market value. The calculation of these future cash flows are dependent on a number of estimates, which include reserves, timing of production, crude oil price, operating cost estimates and foreign exchange rates. As a result, future cash flows are subject to significant management judgment.

Asset Retirement Obligation

WesternZagros recognizes an asset and a liability for asset retirement obligations in the period in which they are incurred by estimating the fair value of the obligation. The Corporation determines the fair value by first estimating the expected timing and amount of cash flow, using third-party costs that will be required for future dismantlement and site restoration, and then calculating the present value of these future expenditures using a credit adjusted risk free rate appropriate for WesternZagros. Any change in timing or amount of the cash flow subsequent to initial recognition results in a change in the asset and liability, which then impacts the depletion on the asset and the accretion charged on the liability. Estimating the timing and amount of cash outflow to settle this obligation is inherently difficult and is based on management's current experience.

Stock Based Compensation

WesternZagros uses fair value accounting for stock-based compensation. Under this method, all equity instruments awarded to employees and the cost of the service received as considerations are measured and recognized based on the fair value of the equity instruments issued. Compensation expense is recognized over the period of related employee service, usually the vesting period of the equity instrument awarded.

Income Tax

WesternZagros follows the liability method of accounting for income taxes whereby future income taxes are recognized based on the differences between the carrying values of assets and liabilities reported in the Annual Financial Statements and their respective tax basis. Future income tax assets and liabilities are recognized at the tax rates at which management expects the temporary differences to reverse. Management bases this expectation on future earnings, which requires estimates for reserves, timing of production, crude oil price, operating cost estimates and foreign exchange rates. Management assesses, based on all available evidence, the likelihood that the future income tax assets will be recovered from future taxable income and a valuation allowance is provided to the extent that it is more than likely that future income tax assets will not be realized. As a result, future earnings are subject to significant management judgment as well as future economic and legislative changes.

CHANGES IN ACCOUNTING POLICIES AND PRACTICES AND FUTURE ACCOUNTING PRONOUNCEMENTS

Changes in Accounting Policies

WesternZagros adopted the following new accounting standards effective January 1, 2010:

--  Amendments to CICA Handbook Section 1506, Accounting Changes. These
    amendments to the standard resulted in excluding changes in accounting
    policies due to a complete replacement of an entity's primary basis of
    accounting. The implementation of these amendments had no significant
    impact on the Corporation's financial statements. 

Future Accounting Pronouncements

Convergence to International Financial Reporting Standards ("IFRS")

In February 2008, the Accounting Standards Board confirmed that all Canadian publicly accountable enterprises will be required to adopt IFRS for interim and annual reporting purposes for fiscal years beginning on or after January 1, 2011. Companies will also be required to provide IFRS comparable information for the previous fiscal year. The transition date of January 1, 2010, will require WesternZagros to restate the 2010 comparative information for the 2011 financial statements to be prepared in accordance with IFRS.

In early 2010 the project team developed an IFRS implementation plan and performed preliminary assessments on the accounting policy choices for conversion to IFRS. During the second quarter of 2010 the project team focused on key IFRS transition issues and alternatives and commenced an analysis of IFRS financial statement presentation and disclosure requirements. A detailed implementation plan and timeline was also developed at that time. During the third quarter of 2010 the project team drafted IFRS accounting policies for Steering Committee review and completed an initial analysis on the opening balance sheet adjustments required upon conversion to IFRS. Since that time, the draft IFRS accounting policies have been formalized and the project team continues to execute the implementation phase under the IFRS conversion plan.

WesternZagros currently continues to review the required adjustments for the January 1, 2010 opening IFRS balance sheet. While still subject to change, the most significant impacts from conversion to IFRS are as follows:

IFRS 1, "First-Adoption of International Reporting Standards" ("IFRS 1")

WesternZagros currently utilizes the full cost method for accounting for its exploration activities in the Kurdistan Region of Iraq under Canadian GAAP. Under the full cost method, all costs associated with the acquisition of, exploration for, and development of crude oil and natural gas, including asset retirement obligations, are capitalized and accumulated within cost centres on a country-by-country basis. Such costs include land acquisition, geological and geophysical activity, drilling and testing of productive and non-productive wells, carrying costs directly related to unproved properties, major development projects and administrative costs directly related to exploration and development activities. As WesternZagros is only currently operating in the Kurdistan Region of Iraq and has only one PSC in that region, it has capitalized all costs associated with those exploration activities, including certain costs incurred prior to entering into the PSC.

IFRS 1 sets out the procedures that an entity must follow when adopting IFRS as the basis for preparing financial statements. IFRS provides entities with a number of optional exemptions upon conversion to IFRS, the most significant of which that WesternZagros currently intends to utilize is the exemption that allows the December 31, 2009 full cost pool under previous GAAP to be reclassified as intangible exploration and evaluation assets under IFRS.

WesternZagros currently estimates that upon transition to IFRS, approximately $154 million in costs will be reclassified from property, plant, and equipment to intangible evaluation and exploration assets on a deemed cost basis as at January 1, 2010.

IFRS 6, "Exploration for and Evaluation of Mineral Resources", ("IFRS 6")

Upon conversion to IFRS, WesternZagros will be required to adopt IFRS 6, which is the standard that deals with accounting for exploration and evaluation ("E&E") assets for extractive industries.

Typical costs included in the E&E assets are acquisition of rights to explore, topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling, and activities in relation to evaluating the technical feasibility and commercial viability of extracting mineral resources. Under IFRS 6, costs incurred prior to the legal rights to explore an area being obtained may no longer be capitalized within E&E assets.

After transition to IFRS on January 1, 2010, WesternZagros currently expects that E&E assets will continue to increase, during the E&E phase, due to ongoing expenditures related to its PSC Lands.

WesternZagros will also be required to complete an impairment test of exploration and evaluation assets as at January 1, 2010. For the purposes of completing an impairment test under IFRS 6, the E&E assets must be allocated to specific cash-generating units (CGUs). Due to the sizeable prospective resource estimates associated with its PSC Lands, WesternZagros does not currently expect to record any impairment of E&E assets upon transition to IFRS.

IFRS 2, "Share Based Payment", ("IFRS 2")

The valuation and expensing of share-based payments will be done using a graded vesting under IFRS, whereas under previous GAAP, entire stock option issuances were valued as a whole and expensed on a straight line over the expected lives of the options. This results in an accelerated expensing of the share-based payments as the fair value is weighted more heavily toward the periods closer to the date of issuance of the stock options but is partially offset by the impact of estimated forfeitures. WesternZagros currently estimates that at transition on January 1, 2010, contributed surplus will increase between $1 million to $2 million, with a corresponding increase in the accumulated deficit, due to the accelerated expensing associated with share based payments under IFRS.

IAS 37, "Provisions, Contingent Liabilities and Contingent Assets", ("IAS 37")

The provisions for decommissioning obligations under IFRS are treated similarly to Canadian GAAP, which are currently disclosed as asset retirement obligations ("ARO"). However, IAS 37 requires that a risk-free discount rate, that is not credit risk adjusted, be applied to the present value calculation of estimated future abandonment costs. It is anticipated that the change in the discount rate will result in an increased provision for decommissioning obligations of between $0.2 million to $0.5 million upon transition to IFRS as at January 1, 2010.

Other IFRS Considerations

In addition to accounting policy changes necessary upon transition to IFRS, WesternZagros continues to work on the development of processes and systems to ensure that IFRS comparative data is captured, and to position the Corporation for reporting under IFRS in 2011. WesternZagros does not currently anticipate significant system modifications or significant changes in internal controls upon transition to IFRS.

Overall, WesternZagros continues to make progress on the convergence with IFRS. Presentation and disclosures requirements for each policy continue to be addressed. The project team also continues to work on the implementation phase, which includes determining the specific qualitative and quantitative impacts for each IFRS requirement that is relevant to the Corporation and anticipates completion of this phase in April 2011. The final determination of IFRS policy choices discussed in this MD&A, as well as the discussion of the optional exemptions that may be utilized, are still subject to final approval of the Audit Committee and the Board of Directors and the concurrence of WesternZagros' auditors.

WESTERNZAGROS RESOURCES LTD.
CONSOLIDATED BALANCE SHEETS
(United States dollars thousands)
As At December 31                                       2010           2009 
----------------------------------------------------------------------------
Assets                                                                      
Current Assets                                                              
 Cash and Cash Equivalents                         $  31,482      $  76,708 
 Accounts Receivable(note 5)                           8,648          6,880 
 Insurance Recoveries Receivable (note 6)             17,597              - 
 Deposits held in trust (note 7)                         420              - 
 Prepaid Expenses                                         39            183 
 Income Tax Recoverable                                  887          1,738 
 Future Income Taxes (note 9)                            102            231 
----------------------------------------------------------------------------
                                                      59,175         85,740 
Long-term Assets                                                            
 Property, Plant and Equipment (note 6)              182,056        154,911 
 Deposits held in trust (note 7)                           -            420 
 Future Income Taxes (note 9)                              -              6 
----------------------------------------------------------------------------
                                                     182,056        155,337 
----------------------------------------------------------------------------
                                                   $ 241,231      $ 241,077 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Liabilities                                                                 
Current Liabilities                                                         
 Accounts Payable and Accrued Liabilities          $  21,525      $  18,297 
----------------------------------------------------------------------------
                                                      21,525         18,297 
Long-term Liabilities                                                       
 Asset Retirement Obligation (note 8)                    189            175 
 Future Income Taxes (note 9)                             56              - 
----------------------------------------------------------------------------
                                                      21,770         18,472 
----------------------------------------------------------------------------
Shareholders' Equity                                                        
Share Capital (note 10)                              253,583        253,583 
Contributed Surplus (note 12)                         11,353          8,749 
Deficit                                              (45,475)       (39,727)
----------------------------------------------------------------------------
                                                     219,461        222,605 
----------------------------------------------------------------------------
                                                   $ 241,231      $ 241,077 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Going Concern Uncertainty (note 1)
Commitments and Contingencies (note 16)
Subsequent Events (note 20)
See Accompanying Notes to the Consolidated Financial Statements
Approved by the Board of Directors                                         
        (Signed) "Fred J. Dyment"           (Signed) "Randall Oliphant"     
               Director                              Director               
CONSOLIDATED STATEMENTS OF OPERATIONS, 
COMPREHENSIVE LOSS AND DEFICIT
(United States dollars thousands, except per share amounts)
For the Years Ended December 31                         2010           2009 
----------------------------------------------------------------------------
Revenues                                                                    
 Interest Income                                   $      87      $     184 
Expenses                                                                    
 General and Administrative                            6,362          6,260 
 Depreciation                                            553            737 
 Accretion on Asset Retirement Obligation                 14             11 
 Foreign Exchange Loss                                    62             12 
----------------------------------------------------------------------------
                                                       6,991          7,020 
----------------------------------------------------------------------------
Loss Before Income Taxes                               6,904          6,836 
Income Tax Recovery (note 9)                          (1,156)        (1,345)
----------------------------------------------------------------------------
Net Loss and Other Comprehensive Loss                  5,748          5,491 
Deficit, Beginning of Year                            39,727         34,236 
----------------------------------------------------------------------------
Deficit, End of Year                               $  45,475      $  39,727 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Net Loss Per Share                                                          
- Basic and Diluted(note 13)                          $ 0.03         $ 0.03 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Going Concern Uncertainty (note 1)
See Accompanying Notes to the Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF CASH FLOWS
(United States dollars thousands)
For the Years Ended December 31                         2010           2009 
----------------------------------------------------------------------------
Cash Provided By (Used In)                                                  
Cash From (For) Operating Activities                                        
 Net Loss                                          $  (5,748)     $  (5,491)
Non-cash Items                                                              
 Depreciation                                            553            737 
 Accretion on Asset Retirement Obligation                                   
  (note 8)                                                14             11 
 Stock-based Compensation                              1,568          1,938 
 Future Income Tax Expense (note 9)                      191            404 
----------------------------------------------------------------------------
                                                      (3,422)        (2,401)
 Decrease (Increase)in Non-Cash Working                                     
  Capital (note 15)                                      728         (6,440)
----------------------------------------------------------------------------
                                                      (2,694)        (8,841)
----------------------------------------------------------------------------
Cash From (for) Financing Activities                                        
 None                                                      -              - 
----------------------------------------------------------------------------
                                                           -              - 
----------------------------------------------------------------------------
Cash From (For) Investing Activities                                        
 Short-term Investments                                    -         39,967 
 Capital Expenditures                                (67,162)       (54,356)
 Insurance Recoveries (note 6)                        24,403              - 
 Deposits Held in Trust                                    -           (420)
 Decrease in Non-cash Working Capital (note                                 
  15)                                                    227         10,342 
----------------------------------------------------------------------------
                                                     (42,532)        (4,467)
----------------------------------------------------------------------------
Decrease in Cash and Cash Equivalents                (45,226)       (13,308)
Cash and Cash Equivalents at Beginning of Year        76,708         90,016 
----------------------------------------------------------------------------
Cash and Cash Equivalents at End of Year           $  31,482      $  76,708 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Supplemental cash flow information:                                         
 Income Taxes Recovered (Paid)                     $   2,198      $  (4,669)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Going Concern Uncertainty (note 1)
See Accompanying Notes to the Consolidated Financial Statements

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2010 and 2009

(Tabular amounts in United States dollars thousands)

1. GOING CONCERN UNCERTAINTY AND BASIS OF PRESENTATION

These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles ("GAAP") on the basis that WesternZagros Resources Ltd. (the "Corporation" or "WesternZagros") will continue to operate as a going concern, which implies the realization of assets and the settlement of liabilities and commitments in the normal course of business for the foreseeable future.

Since inception and typical with development stage companies, the Corporation has incurred losses from operations and negative cash flows from operating activities, and has an accumulated deficit at December 31, 2010. During the year ended December 31, 2010, the Corporation had expenditures of $3.4 million, before net change in non-cash working capital, for operating activities and $67.2 million for oil and gas property expenditures, as well as an overall decrease in non-cash working capital of $1.0 million. The Corporation will require additional funding over time to maintain ongoing exploration programs and property commitments, as well as for administration expenses. This requirement for funding will occur during the fiscal year ending December 31, 2011, with the amount dependant on the level and timing of exploration activities pursued by the Corporation.

There are material uncertainties that could raise significant doubt about the Corporation's ability to continue as a going concern, as further outlined below:

Availability of Future Financing

Subsequent to December 31, 2010, the Corporation successfully obtained additional equity financing of Cdn$43 million, by way of a brokered private placement of common shares that closed on March 10, 2011, which provided funds for planned operations at both Sarqala-1 and Mil Qasim-1 in 2011. The Corporation will require additional financing to re-drill the Kurdamir structure (Kurdamir-2) and to test the Oligocene, Eocene and Cretaceous formations that were originally encountered, but only partially evaluated, in Kurdamir-1.

In general, the Corporation's ability to continue operations and exploration activities as a going concern is dependent upon its ability to obtain additional funding over time. While the Corporation has been successful in obtaining its required funding in the past, there is no assurance that sufficient funds will be available to the Corporation in the future, or if available, available on favourable terms. Factors that could affect the availability of financing include, but are not limited to: the continued support of its shareholders; resolution of the negotiations in respect of the Corporation's Production Sharing Contract ("PSC") referred to in Note 16(a); the results of its exploration activities; meeting all commitments under the PSC; the resolution of remaining political disputes in Iraq; progress on the Federal Petroleum Law and the ability to export oil and natural gas from the Kurdistan Region of Iraq in accordance with the economic terms under the PSC; the state of the capital markets and the ability of the Corporation to obtain financing to develop reserves; and the timely receipt of the remaining anticipated proceeds from the current insurance claim associated with the Kurdamir-1 well control operations.

Insurance Claim Related To Well Control Operations:

The Corporation experienced two well control operations while drilling Kurdamir-1. The first of these began in the first quarter of 2010 and the second ended in the fourth quarter of 2010. Both were subject to an insurance claim. The Corporation received confirmation of coverage for the additional costs of these operations from the insurers during the second quarter of 2010. Subsequent to the conclusion of well control operations, the Corporation successfully completed and tested a portion of the well.

The insurance claim provides coverage for the Corporation's share of allowable costs up to a maximum of $45 million. The Corporation has submitted claims for $45.9 million and has received $35.9 million (both net to the Corporation) in insurance proceeds as at April 11, 2011. The Corporation continues to pursue payment for the remainder of the claim. However, any change in the determination of insurance coverage or delay in payment could impair the Corporation's ability to fund ongoing activities under the PSC.

Continued Participation of the Corporation's Co-Venturers in the PSC:

The Corporation is involved in ongoing discussions with both Talisman (Block 44) B.V., a wholly owned subsidiary of Talisman Energy Inc. ("Talisman"), and the Kurdistan Regional Government ("KRG") regarding the optimal contractual arrangement for conducting future activities on the PSC lands as described in Note 16(a). As a consequence of these discussions, it is likely that Talisman will continue to participate in the funding of its working interest share of the costs of drilling Kurdamir-2, but it is unlikely that Talisman will participate in activities on the remaining PSC Lands and that the Corporation will likely be required to initially, or entirely, fund 100% of the costs associated with the third exploration commitment well under the PSC at Mil Qasim-1. In addition, due to these ongoing discussions among the Corporation, Talisman and the KRG, Talisman has elected not to participate in the Sarqala-1 re-entry operations.

These consolidated financial statements do not reflect adjustments in the carrying values of assets and liabilities reported, revenue or expenses, nor the balance sheet classification used that would be necessary if the going concern assumption was not appropriate. Such adjustments could be material.

2. NATURE OF OPERATIONS

WesternZagros Resources Ltd. (the "Corporation") was incorporated on August 22, 2007 under the laws of the Province of Alberta. The Corporation, an international oil and gas company, is engaged in acquiring properties and exploring for, developing and in due course producing crude oil and natural gas in Iraq and is in the developmental stage. Through its subsidiaries, the Corporation's operations are related to its interest in a Production Sharing Contract with the Kurdistan Regional Government ("KRG") in respect of an exploration project area in the Kurdistan Region of Iraq.

3. SIGNIFICANT ACCOUNTING POLICIES

In these Consolidated Financial Statements, unless otherwise indicated, all dollar amounts are expressed in United States ("U.S.") dollars. The Corporation has determined the U.S. dollar to be its functional and reporting currency since most of its expenditures are directly or indirectly denominated in U.S. dollars. When revenues are realized, it is expected that U.S. dollars will be received. In addition, the U.S. dollar facilitates a more direct comparison to other international crude oil and natural gas exploration and development companies. All references herein to U.S. $ or to $ are to United States dollars and references herein to Cdn $ are to Canadian dollars.

i. Principles of Consolidation

The Consolidated Financial Statements have been prepared in accordance with Canadian generally accepted accounting principles and include the accounts of the Corporation and its wholly-owned subsidiaries.

ii. Measurement Uncertainty

The preparation of the Consolidated Financial Statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Such estimates relate to unsettled transactions and events as of the date of the Consolidated Financial Statements. Accordingly, actual results may differ from these estimated amounts as future confirming events occur. Significant estimates used in the preparation of the Consolidated Financial Statements include, but are not limited to, recovery of exploration costs capitalized in accordance with full-cost accounting, insurance recoveries receivable, asset retirement obligation, future income taxes, and fair value of stock-based compensation.

iii. Foreign Currency Translation

Monetary assets and liabilities denominated in foreign currencies are translated to U.S. dollars at rates of exchange in effect at the end of the period, while non-monetary assets and liabilities are translated into U.S. dollars at historical rates. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement.

iv. Cash and Cash Equivalents

Cash and cash equivalents consist of cash in the bank, less outstanding cheques, and short-term deposits with a maturity of three months or less.

v. Revenue

The Corporation recognizes revenue, which is related to the interest income earned on the Corporation's cash and cash equivalents and short-term investments, on an accrual basis.

vi. Property, Plant and Equipment ("PP&E")

a) Petroleum and natural gas assets.

The Corporation accounts for its petroleum and natural gas operations in accordance with the Canadian Institute of Chartered Accountants' ("CICA") guideline on full-cost accounting in the oil and gas industry. Under this method, all exploration and development costs, including asset retirement obligations, are capitalized and accumulated within cost centres on a country-by-country basis. Such costs include land acquisition, geological and geophysical activity, drilling and testing of productive and non-productive wells, carrying costs directly related to unproved properties, major development projects and administrative costs directly related to exploration and development activities.

If the Corporation commences commercial production from the cost centres, capitalized costs accumulated within each cost centre will be depleted, depreciated and amortized on the unit-of-production method based on the estimated proved reserves of that country using estimated future prices and costs.

Proceeds from the disposal of properties are normally deducted from the full-cost pool without recognition of a gain or loss, unless that deduction would result in a change to the depletion rate by 20 percent or more, in which case a gain or loss is recorded.

In determining the depletion base, the Corporation will include estimated future costs to be incurred in developing proved reserves and will exclude the cost of unproved properties and major development projects. Costs of major development projects and costs of acquiring and evaluating significant unproved properties are excluded, on a cost centre basis, from costs subject to depletion until it is determined whether or not proved reserves are attributable to the properties or impairment has occurred. To date, no depletion related to the Corporation's properties has been recorded as commercial operations have not commenced.

The Corporation reviews the carrying amount of its properties relative to their recoverable amount (the "ceiling test") for each cost centre at each annual balance sheet date or more frequently if circumstances or events indicate impairment has occurred. The recoverable amount is calculated as the sum of:

--  the undiscounted cash flow from proved reserves using expected future
    prices and costs; 
--  the cost of unproved properties; and 
--  the costs of major development projects less impairment. 

If the carrying amount of the properties exceeds their recoverable amount, an impairment loss is recognized in depletion equal to the amount by which the carrying amount of the properties exceeds their fair value. Fair value is calculated as the sum of:

--  the cash flows from proved and probable reserves using expected future
    prices and costs, discounted at a risk-free interest rate; and 
--  the cost, less impairment, of unproved reserves and major development
    projects that do not have probable reserves attributable to them. 

The Corporation is currently engaged in the Kurdistan Region Exploration Project, as described in Note 6, which is in the development stage. The Corporation has no proven or probable reserves to form the basis for an estimate of future net cash flow from the properties. The Corporation has considered the conditions in CICA Accounting Guideline 11 for impairment which includes significant unfavorable economic, legal, regulatory, environmental, political and other factors. In addition, the Corporation's continued execution of its' business plan is a key factor considered as part of the assessment of the recoverability of the carrying amount of the properties. Whenever events or changes in circumstances indicate that the carrying amount of a property in the development stage may be impaired, capitalized costs are written down to the estimated recoverable amount. As at December 31, 2010, $181.8 million has been capitalized to date related to this project. No revenues have been generated from this project to date and no impairment was identified at December 31, 2010.

b) Corporate PP&E assets

Corporate PP&E assets are stated at historical cost less accumulated depreciation. Corporate assets are depreciated on a straight-line basis over their useful lives ranging from two to three years. The assets' residual values and useful lives are reviewed and adjusted, if required, at each balance sheet date.

vii. Asset Retirement Obligation

The Corporation recognizes an asset and a liability for asset retirement obligations in the period in which they are incurred by estimating the fair value of the obligation. The fair value is determined by the Corporation by first estimating the expected timing and amount of cash flows, using third-party costs, that will be required for future dismantlement and site restoration, and then calculating the present value of these future expenditures using a credit adjusted risk-free interest rate that Management of the Corporation deems appropriate. Any change in timing or amount of the cash flows subsequent to initial recognition results in a change in the asset and liability. The Corporation recognizes the accretion expense on the liability and depletion on the asset over the estimated life of the asset and liability. Actual expenditures, when incurred, will be charged against the accumulated obligation.

viii. Income Taxes

The Corporation follows the liability method of income tax allocation. Under this method, future tax assets and liabilities are determined based on differences between the carrying values and tax bases of assets and liabilities and are measured using the substantially enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Corporation assesses, based on all available evidence, the likelihood that the future income tax assets will be recovered from future taxable income. A valuation allowance is provided to the extent that it is more likely than not that future income tax assets will not be realized.

ix. Stock-Based Compensation

For the Corporation's stock option plan, compensation expense is recorded in the Consolidated Statements of Operations as general and administrative expenses with a corresponding increase in contributed surplus in the Consolidated Balance Sheets for all common share options granted. Compensation costs directly related to exploration activities are capitalized. The expense is based on the fair values of the options at the time of grant and is recognized in the Consolidated Statements of Operations over the requisite service period of the respective options on a straight-line basis. Fair values are determined, at the grant date, using the Black-Scholes option-pricing model. When stock options are exercised, the cash proceeds together with the amount previously recorded as contributed surplus is recorded as share capital. When stock options are forfeited, the previously recognized expense associated with non-vested stock options is reversed in the period in which the stock options were forfeited, while previously recognized expense associated with vested stock options is not reversed.

x. Financial instruments

Financial assets and liabilities, including derivative instruments, are initially recognized and subsequently measured based on their classification as "held-for-trading", "available-for-sale" financial assets, "held-to-maturity", "loans and receivables", or "other" financial liabilities. Held-for-trading financial instruments are measured at their fair value with changes in fair value recognized in net income for the period. Available-for-sale financial assets are measured at their fair value and changes in fair value are included in other comprehensive income until the asset is removed from the balance sheet. Held-to-maturity investments, loans and receivables and other financial liabilities are measured at amortized cost using the effective interest rate method. Derivative instruments, including embedded derivatives, are measured at their fair value with changes in fair value recognized in net income for the period, unless the instrument is a cash flow hedge and hedge accounting applies, in which case changes in fair value are recognized in other comprehensive income. The Corporation has not identified any material embedded derivatives in any of its financial instruments. The Corporation has not designated any its derivatives as hedges.

The Corporation classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The Corporation's fair value hierarchy has the following levels:

--  Quoted prices (unadjusted) in active markets for identical assets and
    liabilities (Level I); and 
--  Inputs other than quoted prices included in Level I that are observable
    for the asset or liability, either directly or indirectly (Level II). 
--  Valuation techniques with significant unobservable market inputs. (Level
    III). 

4. CHANGES IN ACCOUNTING POLICIES AND FUTURE ACCOUNTING PRONOUNCEMENTS

Changes in Accounting Policies

i) Accounting Changes

As of January 1, 2010, the Corporation adopted recent amendments to CICA Handbook Section 1506, "Accounting Changes", which now excludes from its scope changes in accounting policies upon the complete replacement of an entity's primary basis of accounting. These amendments apply to interim and annual financial statements related to years beginning on or after July 1, 2009 and did not have a material impact on the Corporation's financial statements.

Future Accounting Pronouncements

i) Convergence to International Financial Reporting Standards ("IFRS")

In February 2008, the Accounting Standards Board confirmed that all Canadian publicly accountable enterprises will be required to adopt IFRS for interim and annual reporting purposes for fiscal years beginning on or after January 1, 2011. Companies will also be required to provide IFRS comparable information for the previous fiscal year. The transition date of January 1, 2010, will require WesternZagros to restate the 2010 comparative information for the 2011 financial statements to be prepared in accordance with IFRS.

5. RELATED PARTY TRANSACTIONS

As at December 31, 2009, there was a loan to a senior officer of $0.2 million included in accounts receivable. The loan was non-interest bearing and was subsequently repaid during the year ended December 31, 2010.

6. PROPERTY, PLANT AND EQUIPMENT

                                                 Accumulated                
                                               Depletion and            Net 
As at December 31, 2010                  Cost   Depreciation     Book Value 
----------------------------------------------------------------------------
Kurdistan Region Exploration                                                
 Project                            $ 181,795      $       -      $ 181,795 
Corporate                               1,831         (1,570)           261 
----------------------------------------------------------------------------
                                    $ 183,626      $  (1,570)     $ 182,056 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                 Accumulated                
                                               Depletion and            Net 
As at December 31, 2009                  Cost   Depreciation     Book Value 
----------------------------------------------------------------------------
Kurdistan Region Exploration                                                
 Project                            $ 154,244      $       -      $ 154,244 
Corporate                               1,684         (1,017)           667 
----------------------------------------------------------------------------
                                    $ 155,928      $  (1,017)     $ 154,911 
----------------------------------------------------------------------------
----------------------------------------------------------------------------

All costs included in the Kurdistan Region Exploration Project are excluded from depletion as they represent costs incurred related to properties in cost centres that are considered to be in the development stage. Currently, there are no proved reserves. All costs, net of associated recoveries, have been capitalized. For the year ended December 31, 2010, the Corporation capitalized $3.0 million of general and administrative costs (2009: $3.2 million), including $1.0 million of stock-based compensation (2009: $0.5million), directly related to exploration activities.

The Corporation initiated an insurance claim related to the cost of the well control and recovery operations at Kurdamir-1. The control of well insurance policy covering these claims has a net aggregate limit to the Corporation of $45 million, with a $0.4 million deductible. Under the terms of the insurance policy, the Corporation submits claims for these costs as they are incurred and paid and these claims are then subject to the review and approval of an adjuster appointed by the insurers. For the year ended December 31, 2010, the Corporation credited $42.0 million of insurance recoveries, net of the $0.4 million deductible, related to these well control and recovery operations at Kurdamir-1 against the Kurdistan Region Exploration Project. During the year ended December 31, 2010, the Corporation received $24.4 million of insurance proceeds from the insurers. Subsequent to December 31, 2010, further insurance proceeds of $11.5 million were received related to further approved interim claims. The Corporation has submitted the remaining costs incurred and continues to pursue the required approval for these amounts, and approval of an adjustor appointed by the insurers.

As at December 31, 2010, the Corporation had approximately $157 million, net to WesternZagros, of cost pools available that may ultimately be recovered from future oil or natural gas sales in accordance with the terms of the PSC.

7. DEPOSITS HELD IN TRUST

As of December 31, 2010, the Corporation had a $0.4 million deposit held in trust for a supplier to be utilized to fund certain expenditures for drilling operations. Subsequent to December 31, 2010, the funds held in trust were subsequently recovered.

8. ASSET RETIREMENT OBLIGATION

The Corporation records the fair value of legal obligations associated with the retirement and reclamation of tangible long-lived assets when incurred. The asset retirement cost, equal to the estimated fair value of the asset retirement obligation, is capitalized as part of the cost of the related long-lived asset. The estimation of this cost is based on engineering estimates using current costs and technology and in accordance with industry practice. The Corporation's share of total undiscounted amount of estimated cash flow required to settle the obligations is $1.2 million. The asset retirement obligations are calculated based on a weighted-average approach under the assumption that the cash out-flows required to settle the obligations are incurred either two years after inception or 25 years after inception, with the most likely case that the obligations are paid in the years 2033 and 2034. The Corporation used a credit risk adjusted risk-free rate of 10 percent and an inflation factor of 4 percent to calculate the net present value of the future retirement obligation.

The following table presents the reconciliation of the Corporation's asset retirement obligation for the years ended December 31, 2010 and 2009:

For the Years Ended December 31                         2010           2009 
----------------------------------------------------------------------------
Balance, beginning of year                               175             69 
Liabilities incurred                               $       -      $      95 
Accretion expense                                         14             11 
----------------------------------------------------------------------------
Balance at end of year                             $     189      $     175 
9. INCOME TAXES                                                             
For the Years Ended December 31                         2010           2009 
----------------------------------------------------------------------------
Current Income Tax Recovery                        $  (1,347)     $  (1,749)
Future Income Tax Expense                                191            404 
----------------------------------------------------------------------------
Income Tax (Recovery) Expense                      $  (1,156)     $  (1,345)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
The Future Income Tax assets are comprised of:                              
As at December 31                                       2010           2009 
----------------------------------------------------------------------------
Current Future Income Tax Asset:                                            
 Non-Capital Loss Carryforwards                    $       -      $      27 
 Share Issue Costs                                       102            204 
----------------------------------------------------------------------------
                                                   $     102      $     231 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
As at December 31                                       2010           2009 
----------------------------------------------------------------------------
Long-term Future Income Tax Asset (Liability):                              
 Share Issue Costs                                 $     275      $     387 
 Book Values in Excess of Tax Values                    (158)          (198)
 Valuation Allowance                                    (173)          (183)
----------------------------------------------------------------------------
                                                   $     (56)     $       6 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Income tax expense differs from that which would be expected from applying  
the effective Canadian federal and provincial tax rates of 28% (2009 - 29%) 
due to the following:                                                       
For the Years Ended December 31                         2010           2009 
----------------------------------------------------------------------------
Net Loss Before Income Taxes                          (6,904)        (6,836)
Income Tax Recovery at Statutory Rate                 (1,933)        (1,982)
Losses in Foreign Jurisdictions With No Tax                                 
 Benefit                                                 968            808 
Stock-based Compensation                                 439            717 
Valuation Allowance                                      (10)           183 
Effect of Tax Planning and Provision to Actual          (631)          (859)
Effect of Timing of Use                                  (37)          (154)
Other                                                     48            (58)
----------------------------------------------------------------------------
Income Tax Recovery                                   (1,156)        (1,345)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
10. SHARE CAPITAL
a. Authorized
The Corporation is authorized to issue an unlimited number of common and 
preferred shares. The common shares are without nominal or par value.
b. Common Shares Issued and Outstanding
                                                   Number of         Amount 
                                                      Shares        (000's) 
----------------------------------------------------------------------------
Balance as at December 31, 2009 and
 December 31, 2010                               207,464,320      $ 253,583 
----------------------------------------------------------------------------
----------------------------------------------------------------------------

11. STOCK OPTIONS AND STOCK-BASED COMPENSATION

Pursuant to the stock option plan, the Board of Directors may grant options to directors, officers, employees, consultants and other service providers. The aggregate number of shares that may be reserved for issuance pursuant to stock options may not exceed 10 per cent of the issued and outstanding common shares on a non-diluted basis of the Corporation at the time of granting. Stock options expire not more than five years from the date of grant, or earlier if the individual ceases to be associated with the Corporation, and vest at the discretion of the Board of Directors.

During 2010 the Corporation granted 9,764,900 options exercisable for voting common shares of the Corporation, while 2,417,334 options were forfeited. The following table presents the reconciliation of stock options granted for the years ended December 31, 2010 and 2009:

                            December 31, 2010         December 31, 2009     
                                         Weighted                  Weighted 
                                          Average                   Average 
                           Number of     Exercise    Number of     exercise 
                             Options  Price (Cdn$)     Options  price ($Cdn)
----------------------------------------------------------------------------
Outstanding, beginning                                                      
 of year                  13,007,334    $    1.50   12,305,667    $    1.62 
Granted                    9,764,900         0.49    1,990,000         0.80 
Forfeited                 (2,417,334)        1.67   (1,288,333)        1.55 
----------------------------------------------------------------------------
Outstanding, end of year  20,354,900    $    1.00   13,007,334    $    1.50 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
The following table summarizes Stock Options outstanding and exercisable    
under the Stock Option Plan at December 31, 2010:                           
                                         Options Outstanding                
--------------------------------------------------------------------------- 
                                                    Weighted                
                                                     Average       Weighted 
                                                   Remaining        Average 
                                    Number of    Contractual       Exercise 
Range of Exercise Price               Options           Life          Price 
Cdn$                              Outstanding         (years)          Cdn$ 
----------------------------------------------------------------------------
$ 0.38 - $0.49                      9,739,900           4.97           0.49 
$ 0.50 - $1.00                      4,756,667           3.10           0.63 
$ 1.01 - $2.00                        435,000           2.85           1.37 
$ 2.01 - $3.28                      5,423,333           2.12           2.19 
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                                   20,354,900           3.73           1.00 
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                                            Options Exercisable             
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                                                    Weighted                
                                                     Average       Weighted 
                                                   Remaining        Average 
                                    Number of    Contractual       Exercise 
Range of Exercise Price               Options           Life          Price 
Cdn$                              Exercisable         (years)          Cdn$ 
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$ 0.38 - $0.49                      3,226,634           4.97           0.49 
$ 0.50 - $1.00                      3,275,664           3.09           0.65 
$ 1.01 - $2.00                        263,334           2.79           1.34 
$ 2.01 - $3.28                      5,378,333           2.12           2.19 
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                                   12,143,965           3.15           1.30 
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The fair value of all options granted have been estimated at the grant date 
using the Black-Scholes option pricing model and are summarized in the      
following table:                                                            
Year Ended December 31                             2010                2009 
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Weighted average fair value of stock                                        
 options granted                                  $0.29               $0.79 
Risk Free Interest Rate                   1.62% to 2.01%      1.64% to 1.73%
Expected Life                               2 - 3 years         1 - 3 years 
Expected Volatility                                 120%                 80%
Dividend Per Share                                  Nil                 Nil 
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During the year ended December 31, 2010, the Corporation recognized $1.6 
million (2009: $1.9 million) of stock-based compensation as general and 
administrative expense and capitalized $1.0 million (2009:  $0.5 million).
12. CONTRIBUTED SURPLUS
The following table presents the reconciliation of Contributed Surplus:
Year Ended December 31                                   2010          2009 
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Balance, beginning of year                          $   8,749     $   6,276 
Stock-based Compensation                                2,604         2,473 
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Balance, end of year                                $  11,353     $   8,749 
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13. LOSS PER SHARE

The net loss per share has been calculated based on the basic weighted average number of common shares outstanding for the year of 207,464,320 (2009: 207,464,320). In computing diluted per share amounts, the Corporation's options totaling 20,354,900 (2009:13,007,334) have been excluded as anti-dilutive. Accordingly, no additional common shares were added to the basic weighted average shares outstanding to account for dilution.

14. SHAREHOLDER RIGHTS PLAN

On October 18, 2007, the Corporation adopted a shareholder rights plan (the "Plan"). Under the Plan, one right has been issued in respect of each currently issued common share and one right will be issued with each additional common share which is issued. The rights remain attached to the common shares and are not exercisable or separable unless one or more of certain specified events occur. If a person or group acting in concert acquires 20 per cent or more of the common shares of the Corporation, the rights will entitle the holders thereof (other than the acquiring person or group) to purchase common shares at a substantial discount from the then market price. The rights are not triggered by a "Permitted Bid" as defined in the Plan. The Plan will remain in effect until termination of the annual meeting of shareholders in 2013, unless extended by resolution of the shareholders at such meeting.

15. CHANGES IN NON-CASH WORKING CAPITAL

For the Years Ended December 31                         2010           2009 
----------------------------------------------------------------------------
Operating Activities                                                        
 Accounts Receivable                               $    (270)     $     (68)
 Prepaid Expenses                                        144             67 
 Income Tax Receivable                                   851         (1,738)
 Accounts Payable and Accrued Liabilities                  3            (22)
 Income Tax Payable                                        -         (4,679)
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                                                   $     728      $  (6,440)
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Investing Activities                                                        
 Accounts Receivable                               $  (1,498)     $   5,349 
 Accounts Payable and Accrued Liabilities              1,725          4,993 
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                                                   $     227      $  10,342 
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16. COMMITMENTS AND CONTINGENCIES

Commitments

a. Production Sharing Contract

Under the terms of its PSC, the Corporation has a 40 percent working interest and the KRG has a 20 percent working interest which is carried by the Corporation. The remaining 40 percent working interest is held by Talisman, which was allocated the interest by the KRG, as announced on June 23, 2008. The Corporation, the KRG and Talisman are collectively the "Contractor Group" under the PSC. WesternZagros is the operator of the PSC Lands until the end of the first exploration sub-period of the PSC, when a joint operating company may be established if so elected by the Contractor Group.

The PSC contemplates two exploration sub-periods of three years and two years, respectively, with two possible one-year extensions. The first exploration sub-period ended December 31, 2010, subject to an extension under a force majeure claim described below. During such time, the Contractor Group was required to complete a minimum of 1,150 kilometres of seismic surveying (which has been completed), to drill three exploration wells (two of which have been drilled), and to commit a minimum of $75 million in the aggregate on these activities (which has been completed). The PSC also includes capacity building support payments (which concluded in April 2009) and annual funding for certain technological, logistical, recruitment and training support during the exploration sub-periods.

During the drilling of the Kurdamir-1 well, certain situations occurred which caused additional time to be spent on well control and repair operations under conditions of force majeure. Under the terms of the PSC, when a force majeure event occurs, the time resulting from any such delay and the time necessary to repair any damage resulting from the delay is to be added to any time period provided under the PSC, including the first exploration sub-period. The period of force majeure started on January 22, 2010 and continued until October 14, 2010, a period of 265 days. The Corporation, on behalf of the Contractor Group, has notified the KRG of a force majeure event under the terms of the PSC and claimed a corresponding 265 day extension of the first exploration sub-period, i.e. until September 22, 2011.

Following the submission of the force majeure claim to the KRG, the KRG proposed certain contractual amendments in order to resolve the timing issues created by the force majeure event and other commercial concerns. Negotiations among the Contractor Group are ongoing with respect to these proposed amendments. See "Future PSC Operations".

At the end of the first exploration sub-period, the Corporation and the other parties to the PSC may relinquish the entire contract area (other than any discovery or development areas), or continue further exploration operations by entering into the second exploration sub-period, or request a one-year extension for further exploration and appraisal activities prior to deciding to enter into the second exploration sub-period.

To meet its remaining commitments for the first exploration sub-period, the Corporation estimates expenditures of approximately $20 million to $25 million, prior to the costs of any testing, if required, and assuming that the Corporation will be required to fund 100% for the remaining exploration commitment well (see "Future PSC Operations"). This estimate includes the remaining costs associated with drilling this additional exploration commitment well by the end of the first exploration sub-period, and providing associated supervision and local office support in support of drilling operations.

During the second exploration sub-period under the original PSC Agreement, the Contractor Group, or those parties who elected to participate in further exploration, is required to complete a minimum of 575 kilometres of seismic surveying, drill at least two exploration wells and commit a minimum of $35 million to these activities. At the end of the second exploration sub-period, the Corporation and the other parties to the PSC who elected to participate in the second exploration sub-period, may relinquish the entire contract area (other than any discovery or development areas) or continue further exploration and appraisal operations into the extension periods subject to the following relinquishment requirements. At the end of the second exploration sub-period, and at the end of each subsequent extension period, the PSC requires the Corporation, and other parties who elected to participate, to relinquish 25 percent of the remaining undeveloped area within the PSC Lands or the entire contract area (other than any discovery or development areas).

Future PSC Operations

In parallel with, and as an alternative to the force majeure claim, WesternZagros remains involved in ongoing negotiation with both Talisman and the KRG regarding the optimal contractual arrangements for conducting future activities on the PSC Lands. Proposals discussed to date include, but are not limited to:

--  A one-year extension, to December 31, 2011, for drilling the third
    exploration commitment well; 
--  A requirement to complete the drilling of Kurdamir-2 prior to June 30,
    2012, and subsequent to Talisman drilling the Topkhana-1 well on its
    adjacent Block 39; 
--  Talisman becoming operator for all future activity on the Kurdamir
    structure, with WesternZagros continuing as operator for all future
    activity on the remainder of the PSC Lands; and 
--  Talisman's future participation in activities on the PSC Lands being
    limited to the Kurdamir prospect, with the expectation that the KRG
    would assign Talisman's prior 40% interest in the remaining PSC Lands to
    a new third party participant following completion of the third
    exploration commitment well, which would be located on these remaining
    PSC Lands. As such, this would require the Corporation to initially, or
    entirely, fund 100% of the costs associated with the third commitment
    well. 

While these negotiations proceed, WesternZagros continues to work toward drilling the third exploration commitment well under the terms of the force majeure provision in the PSC in order to ensure that it meets the current requirements of the PSC in the event these negotiations are not successfully concluded.

b. Consulting Services Agreements

In 2003 the Corporation entered into a consulting service agreement that provides for a three percent right to participate indirectly in the future profits the Corporation may earn in respect to the PSC, in exchange for consulting services provided since that date. In the determination of profits under this agreement, the Corporation is entitled to deduct the consultant's proportional share of all costs associated with acquiring the PSC and the exploration, appraisal, development and production expenditures incurred by the Corporation ("eligible costs"), together with interest on such percentage of eligible costs at LIBOR plus three percent. The Corporation is currently in negotiations to terminate this right.

Further, in 2004 the Corporation entered into a consulting service agreement that provides for a two percent right to indirectly participate in the future profits the Corporation may earn in respect to the PSC, in exchange for the provision of consulting services during the period 2004 to 2006. In determination of profits under this agreement, the Corporation is entitled to deduct one percent of all eligible costs, together with interest on such percentage of eligible costs at LIBOR plus ten percent. The consultant is required to fund the additional one percent of all eligible costs. The Corporation is currently in negotiations to terminate this right.

c. Other

The Corporation has entered into various exploration-related contracts, including contracts for drilling equipment, services and tangibles. The following table summarizes the commitments the Corporation has under these exploration-related contracts and other contractual obligations at December 31, 2010:

                             For the Years Ending December 31,              
                     2011      2012      2013      2014     2015+     Total 
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Exploration         2,335         -         -         -         -     2,335 
Offices               614       234         -         -         -       848 
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                    2,949       234         -         -         -     3,183 
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Contingencies

a. Litigation

From time to time the Corporation may become involved in legal or administrative proceedings in the normal conduct of business. Amounts involved in such matters are not reasonably estimable due to uncertainty as to the final outcome. The Corporation 's assessment of the likely outcome of these matters is based on its judgment of a number of factors, including precedents and facts specific to the matters. The Corporation does not believe these matters, individually or in aggregate will have a material adverse effect on its consolidated financial position or results of operations.

b. Regulatory

Oil and gas operations are subject to extensive controls and regulations imposed by various levels of government that may be amended from time to time. The Corporation's operations may require licenses and permits from various governmental authorities in the countries in which it operates. Under the PSC, the KRG is obligated to assist in obtaining all permits and licenses from any government agencies in the Kurdistan Region and from any other government administration in Iraq. There can be no assurance that the Corporation will be able to obtain all necessary licenses and permits that may be required to carry out exploration and development of its projects.

The political and security situation in Iraq is unsettled and volatile. The Kurdistan Region is the only "Region" of Iraq that is constitutionally established pursuant to the Iraq Constitution, which expressly recognizes the Kurdistan Region. The political issues of federalism and the autonomy of the Regions of Iraq are matters about which there are major differences between the various political factions in Iraq. These differences could adversely impact the Corporation's interest in the Kurdistan Region including the ability to export any hydrocarbons as a result of our activities.

17. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Financial instruments of the Corporation consist of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities. The Corporation's cash and cash equivalents are designated as held-for-trading and are measured at fair value, which approximates carrying value due to the short-term nature of these instruments. The fair value of cash and cash equivalents is classified as Level II fair value measurement. Accounts receivable are designated as loans and receivables and recorded at amortized cost, which approximates fair value due to the short term nature of the instrument. Accounts payable and accrued liabilities are designated as other liabilities and are recorded at amortized cost. The fair value of accounts payable and accrued liabilities approximate their carrying values due to the short term nature of these instruments.

The Corporation is exposed to credit risk, interest rate risk, market risk, liquidity and funding risk. The following is a description of those risks and how the Corporation manages exposure to them:

Credit Risk

Credit risk is the risk of loss associated with counterparty's inability to fulfill its payment obligations. The Corporation is currently exposed to credit risk on its cash and cash equivalents, to the extent that these balances are invested with various institutions. The Board of Directors of the Corporation has approved an Investment Policy to dictate the various types of instruments and institutions that can be invested in and monitors these against this policy on a regular basis. Currently, the Corporation has entered into transactions for cash equivalents with major Canadian financial institutions with investment grade credit ratings.

Under the terms of the PSC, as described in Note 16, the KRG elected a wholly-owned subsidiary of Talisman as the Third Party Participant under the PSC. The Corporation is subject to credit risk associated with Talisman's 40 percent interest in the PSC and its share of related expenditures. As at December 31, 2010, the Corporation had $8.6 million of receivables outstanding mostly from Talisman under the credit terms defined by the PSC, including penalty provisions for any amount in default.

Market and Interest Rate Risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rate, foreign exchange rates and equity or commodity prices. The Corporation is exposed to interest rate risk to the extent that changes in market interest rates will impact any interest earned on the Corporation's cash and cash equivalent. The Corporation is also exposed to foreign exchange risk, as the majority of costs are anticipated to be incurred in U.S. dollars and the funds it will have available to it may be in other currencies.

The Corporation's Investment Policy dictates the various types of instruments and institutions that can be invested in and monitors these against this policy on a regular basis. The Board of Directors has also approved a Foreign Exchange Policy to dictate the currencies held by the Corporation and the instruments that can be utilized by the Corporation to meet day to day needs. This Foreign Exchange Policy requires the Corporation to hold the majority of its cash and cash equivalents in U.S. dollars and sets out the type and duration of instruments that can be used to meet the Corporation's day to day foreign exchange needs. The Foreign Exchange Policy does allow the Corporation to hold other balances, mainly Canadian dollars, to meet the requirements to fund ongoing general and administrative and other spending requirements in these currencies. Neither policy permits the Corporation to enter into any economic hedging as it relates to interest or foreign exchange risks. As at December 31, 2010, had the U.S. Dollar changed by one percent against the Canadian dollar, with all other variables held constant, the Corporation's foreign exchange gain or loss would have been affected by approximately $11,000.

The marketability and price of oil and natural gas that may be acquired or discovered by the Corporation is, and will continue to be, affected by numerous factors beyond its control including the impact that the various levels of government may have on the ultimate price received for oil and gas sales. The Corporation's ability to market its oil and natural gas may depend upon its ability to secure transportation. The Corporation may also be affected by deliverability uncertainties related to the proximity of its potential production to pipelines and processing facilities and operational problems affecting such pipelines and facilities as well as potential government regulation relating to price, the export of oil and natural gas and other aspects of the oil and natural gas business.

Both oil and natural gas prices are subject to wide fluctuation. During 2010, both oil and gas prices remained somewhat volatile with West Texas Intermediate ranging from $68 to $91 per barrel. WesternZagros originally negotiated the economic terms of its PSC in 2007 in a $50 per bbl crude oil price environment and any significant and sustained decline in crude oil prices from this price may impact the feasibility of WesternZagros' business plan.

Liquidity and Funding Risks

Liquidity and funding risk is the risk that the Corporation may be unable to generate or obtain sufficient cash or its equivalent in a timely and cost-effective manner to meet its commitments as they come due. As the Corporation is engaged in acquiring properties and exploring for crude oil and natural gas and is in the developmental stage, it currently does not have a revenue source outside of interest on its cash and cash equivalent and short-term investment balances. The Corporation is therefore required to fund its share of all commitments from existing balances or access additional sources of cash from the equity markets. The Board of Directors reviews the Corporation's cash and cash equivalent balances against the Corporation's commitments and assesses the timing and need for additional equity financing on a regular basis. However, the Corporation's results will impact its ability to access the capital necessary to meet these commitments. There can be no assurance that debt or equity financing will be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, that it will be on terms acceptable to the Corporation. In recent years, the capital markets have seen a period of significant market instability. The Corporation's ability to access the capital markets in the future may be affected by any prolonged period of market instability. The inability of Corporation to access sufficient capital for its operations could have a material adverse effect on the Corporation's financial condition, results of operations and prospects. Additionally, the Corporation currently expects to re-drill the Kurdamir structure in the future after first drilling the third commitment well required under the PSC. The Corporation will have to raise funds in order to be able to complete the Kurdamir re-drill.

18. CAPITAL STRUCTURE

The Corporation's capital consists of shareholder's equity and working capital. The Corporation will adjust its capital structure to manage its drilling program through the issuance of shares and adjustments to capital spending.

The Corporation's objectives when managing its capital structure are to:

i) Ensure adequate levels of available cash and cash equivalents and short-term investments to meet the Corporation's commitments under the PSC.

ii) To prudently fund expenditures related to the acquisition of properties, and for exploration, appraisal and development of crude oil and natural gas resources.

The Corporation funds its share of expenditures of all commitments from existing cash and cash equivalent balances received primarily from issuances of shareholders' equity. The Corporation has not entered into any debt financing arrangements at the balance sheet date and is not subject to any externally imposed capital requirements.

The Board of Directors regularly reviews the Corporation's cash and cash equivalents against the Corporation's expenditure commitments and assesses the timing and need for additional equity financing. The Corporation's results will impact its access the capital necessary to meet these expenditure commitments. There can be no assurance that equity financing will be available or sufficient to meet those commitments, or for other corporate purposes, or if equity financing is available, that it will be on terms acceptable to the Corporation. The inability of the Corporation to access sufficient capital for its operations could have a material adverse impact on the Corporation's financial condition, results of operations and prospects. During 2010 the capital markets have continued to see a period of market instability. The Corporation's ability to access the capital markets in the future may be affected by any prolonged period of market instability.

19. CHANGE IN FINANCIAL STATEMENT PRESENTATION

Certain comparative information has been changed in conformity to the current year financial statement presentation.

20. EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE

Subsequent to December 31, 2010, WesternZagros completed a private placement of common shares in which 89,665,352 common shares were issued at a price of Cdn$0.48 per share. Total gross proceeds received were Cdn$43 million.

About WesternZagros Resources Ltd.

WesternZagros is an international natural resources company engaged in acquiring properties and exploring for, developing and producing crude oil and natural gas in Iraq. WesternZagros, through its wholly-owned subsidiaries, holds a Production Sharing Contract with the Kurdistan Regional Government in the Kurdistan Region of Iraq. WesternZagros' 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 operational information, future drilling plans and testing programs and the timing and costs associated therewith. Forward-looking information typically contains statements with words such as "anticipate", "estimate", "expect", "potential", "could", or similar words suggesting future outcomes. The Corporation 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. Readers are also cautioned that disclosed test rates and potential production rates may not be indicative of ultimate production levels. In addition, the forward-looking information is made as of the date hereof, and the Corporation 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, plans for and results of drilling activity, future capital and other expenditures (including the amount, nature and sources of funding thereof), continued political stability, timely receipt of any necessary government or regulatory approvals, the continued participation of the Corporations's co-venturers in exploration activities and the timely receipt of any insurance proceeds due to the Corporation. Although the Corporation 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), risks associated with resource estimates, 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 Corporation's Annual Information Form dated March 24, 2010, which is available on SEDAR at www.sedar.com.

NEITHER THE TSX VENTURE NOR ITS REGULATION SERVICE PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

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