WesternZagros Resources Ltd.
TSX VENTURE : WZR

WesternZagros Resources Ltd.

October 01, 2014 20:26 ET

WesternZagros Announces Results of Special Meeting of Shareholders

CALGARY, ALBERTA--(Marketwired - Oct. 1, 2014) - WesternZagros Resources Ltd. (TSX VENTURE:WZR) ("WesternZagros" or the "Company") is pleased to announce that at a special meeting held earlier today, shareholders of the Company approved the previously announced private placement (the "Private Placement") to Crest Energy International LLC ("Crest") and an amendment to the Company's articles to increase the maximum number of directors permitted from nine to 10.

The shareholder approvals were sought in connection with the Company's planned rights offering (the "Rights Offering") to subscribe for common shares of the Company (the "Common Shares") for gross proceeds of up to approximately CDN $250 million and the related equity backstop agreement entered into between the Company and Crest (the "Equity Backstop Agreement"). Pursuant to the Equity Backstop Agreement, Crest has agreed to purchase, in aggregate, up to CDN $200 million of equity securities of the Company not otherwise subscribed for by shareholders of the Company other than Crest under the Rights Offering. The maximum number of Common Shares that may be purchased by Crest under the Rights Offering may not exceed 19.9% of the then issued and outstanding Common Shares (post-Rights Offering) and the balance purchased by Crest will be non-voting, Class A Preferred Shares, Series 1, via the Private Placement.

In connection with the Rights Offering, the Company filed a preliminary short form prospectus on September 3, 2014 and anticipates filing the final short form prospectus shortly. The record date and the expiry date for the Rights Offering, the number of rights required to purchase one Common Share and the subscription price payable for one Common Share will be determined at the time of filing the final short form prospectus.

About WesternZagros Resources Ltd.

WesternZagros is an international natural resources company focused on acquiring properties and exploring for, developing and producing crude oil and natural gas in Iraq. WesternZagros, through its wholly-owned subsidiaries, holds a 40 percent working interest in two Production Sharing Contracts with the Kurdistan Regional Government in the Kurdistan Region of Iraq. WesternZagros's shares trade in Canada on the TSX Venture Exchange under the symbol "WZR".

This news release contains certain forward‐looking information relating, but not limited to, the anticipated funds to be raised by the Rights Offering and the Private Placement and the timing thereof. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking information. Forward-looking information typically contains statements with words such as "anticipate", "plan", "estimate", "expect", "believe", "potential", "could", or similar words suggesting future outcomes. The Company cautions readers not to place undue reliance on forward‐looking information as by its nature, it is based on current expectations regarding future events that involve a number of assumptions, inherent risks and uncertainties, which could cause actual results to differ materially from those anticipated by WesternZagros. In addition, the forward‐looking information is made as of the date hereof, and the Company assumes no obligation to update or revise such to reflect new events or circumstances, except as required by law.

Forward‐looking information is not based on historical facts but rather on management's current expectations and assumptions regarding, among other things, the completion of the Rights Offering and the Private Placement and the ability to obtain regulatory (including TSXV) approval in a timely fashion. Although the Company believes the expectations and assumptions reflected in such forward‐looking information are reasonable, they may prove to be incorrect. Forward‐looking information involves significant known and unknown risks and uncertainties. A number of factors could cause actual results to differ materially from those anticipated by WesternZagros including, but not limited to, the risk that any of the conditions set forth in the Equity Backstop Agreement are not satisfied on a timely basis or other termination events under such agreement occur; risks associated with the oil and gas industry (e.g. operational risks in exploration; inherent uncertainties in interpreting geological data; changes in plans with respect to exploration or capital expenditures; interruptions in operations together with any associated insurance proceedings; the uncertainty of estimates and projections in relation to costs and expenses and health, safety and environmental risks), the risk of commodity price and foreign exchange rate fluctuations, the uncertainty associated with negotiating with foreign governments, the risk of adverse determinations by governmental authorities, the risk of arbitrating and enforcing claims against entities that may claim sovereignty and other risks associated with international activity and foreign governmental sovereignty over the areas in which the Company's operations are conducted. For further information on WesternZagros and the risks associated with its business, please see the Company's Annual Information Form dated March 13, 2014 which is available on SEDAR at www.sedar.com.

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

Contact Information

  • WesternZagros Resources Ltd.
    Greg Stevenson
    Chief Financial Officer
    (403) 693-7007

    WesternZagros Resources Ltd.
    Tony Kraljic
    VP Business Development
    (403) 693-7011

    WesternZagros Resources Ltd.
    Lisa Harriman
    Manager of Investor Relations
    (403) 693-7017
    investorrelations@westernzagros.com
    www.westernzagros.com