WesternZagros Resources Ltd.
TSX VENTURE : WZR

WesternZagros Resources Ltd.

February 24, 2011 09:32 ET

WesternZagros Resources Announces Terms of Overnight Marketed Private Placement

CALGARY, ALBERTA--(Marketwire - Feb. 24, 2011) -

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

WesternZagros Resources Ltd. (TSX VENTURE:WZR) ("WesternZagros" or the "Company") is pleased to announce that is has priced its previously announced overnight marketed best efforts private placement of common shares (the "Shares"). The syndicate of agents led by TD Securities Inc. and Scotia Capital Inc. and including Macquarie Capital Markets Canada Ltd., RBC Capital Markets and Stifel Nicolaus Canada Inc. (collectively the "Agents") will sell 83,350,000 Shares at a price of $0.48 per Share for gross proceeds of $40,008,000. WesternZagros has also granted the Agents an option to place up to an additional 20,850,000 Shares at $0.48 per Share at any time up to 2 business days prior to closing. If this option is fully exercised, total gross proceeds will be $50,016,000. The net proceeds of the offering will be used for: the drilling of the Company's Sarqala-1 re-entry well and the Mil Qasim-1 exploration well; future exploration on the Company's oil & gas properties; working capital; and for general corporate purposes.

Shares issued under the offering will be subject to a four month hold period in accordance with applicable Canadian securities laws.

Closing of this offering is expected to occur on or about March 10, 2011 and is subject to receipt of all necessary regulatory approvals including that of the TSX Venture Exchange.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The common shares being offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and accordingly are not being offered for sale and may not be offered, sold or delivered, directly or indirectly within the United States, its possessions and other areas subject to its jurisdiction or to, or for the account or for the benefit of a U.S. person, except pursuant to an exemption from the registration requirements of the U.S. Securities Act.

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 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. 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 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, 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 Company's co-venturers in exploration activities and the timely receipt of any insurance proceeds due to the Company. Although the Company believes the expectations and assumptions reflected in such forward-looking information are reasonable, they may prove to be incorrect. Forward-looking information involves significant known and unknown risks and uncertainties. A number of factors could cause actual results to differ materially from those anticipated by WesternZagros including, but not limited to, risks associated with the oil and gas industry (e.g. operational risks in exploration; inherent uncertainties in interpreting geological data; changes in plans with respect to exploration or capital expenditures; interruptions in operations together with any associated insurance proceedings; the uncertainty of estimates and projections in relation to costs and expenses and health, safety and environmental risks), 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 Company's Annual Information Form dated March 24, 2010, which is available on SEDAR at www.sedar.com.

THE TSX VENTURE EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

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