WesternZagros Completes Sale of Cdn$70 Million 4.00% Convertible Senior Unsecured Notes CALGARY, ALBERTA -- (Marketwired) -- 06/18/13 -- NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES WesternZagros Resources Ltd. (TSX VENTURE:WZR) ("WesternZagros" or the "Company") is pleased to announce that it has completed a non-brokered private placement (the "Private Placement") of Cdn$70 million aggregate principal amount of 4.00% Convertible Senior Unsecured Notes ("Convertible Notes") of WesternZagros to investment funds managed by Paulson & Co. Inc. ("Paulson"). A portion of the proceeds from the Private Placement have been used to repay the remaining Crest Energy International ("Crest") debt of US$44.5 million plus accrued interest as per the terms of the loan agreement. The remaining proceeds will be used to fund the Company's capital and operating activities. Simon Hatfield, WesternZagros's Chief Executive Officer commented: "We are pleased to close this financing with Paulson. The funding provides Convertible Notes with a maturity date beyond that in the Crest loan and additional capital to finance a portion of additional exploration activities or pre-development activities the company pursues in 2014." The Convertible Notes have a face value of Cdn$1,000 per note, a coupon of 4 percent, a maturity date of December 31, 2015 and will be convertible into common shares of the Company ("Common Shares") at the option of the holder at a conversion price of Cdn$1.45 per share (subject to adjustment in certain events), representing a conversion premium of approximately 27 percent to the thirty day average price for the Common Shares. The Convertible Notes will bear interest from the date of issue payable semi-annually in arrears on June 30 and December 31 of each year, with the first interest payment due on December 31, 2013. The Convertible Notes are not redeemable by the Corporation prior to their expiry, except upon a change of control of WesternZagros where the holder of the notes has not exercised the conversion right. Under the terms of the Private Placement and the indenture governing the Convertible Notes, the Company has the right to issue, on the same terms, additional Convertible Notes. Pursuant to the Investment Agreement dated March 10, 2013 between the Company and Crest, Crest has certain participation rights to purchase additional Convertible Notes from the Company such that Crest would hold 19.8% of the total Convertible Notes issued by the Company to Paulson, Crest and any other purchasers. Paulson currently holds 11.1% of the issued and outstanding Common Shares. If Paulson were to exercise its conversion rights under the Convertible Notes, it would hold 18.6% of the total issued and outstanding Common Shares after such conversion. The Convertible Notes were issued pursuant to applicable exemptions from prospectus requirements and as a result the Convertible Notes and any Common Shares issued on conversion are subject to resale restrictions until October 19, 2013 in accordance with applicable Canadian securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy or subscribe for any of the securities in the United States or elsewhere nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Conversion Notes and the Common Shares have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold within the United States to, or for the account or for the benefit of a U.S. person, absent such registration or an applicable exemption from such registration requirements. 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 use of proceeds from the Private Placement. Forward-looking information typically contains statements with words such as "anticipate", "plan", "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. 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, timely receipt of all necessary stock exchange approvals, plans for and results of drilling activity and testing programs, future capital and other expenditures (including the amount, nature and sources of funding thereof), continued political stability, and timely receipt of any necessary government or regulatory approvals. 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), 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 26, 2012, 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. WESTERNZAGROS RESOURCES WAS RECOGNIZED AS A TSX VENTURE 50(R) COMPANY IN 2012 AND 2013. TSX VENTURE 50 IS A TRADE-MARK OF TSX INC. AND IS USED UNDER LICENSE. Contacts: WesternZagros Resources Ltd. Greg Stevenson Chief Financial Officer (403) 693-7007 firstname.lastname@example.org WesternZagros Resources Ltd. Tony Kraljic VP Business Development (403) 693-7011 email@example.com WesternZagros Resources Ltd. Lisa Harriman Manager of Investor Relations (403) 693-7017 firstname.lastname@example.org www.westernzagros.com Smithfield Group John Kiely +44 (0) 20 7360 4900 email@example.com Smithfield Group James McFarlane +44 (0) 20 7360 4900 Jmcfarlane@smithfieldgroup.com Smithfield Group Brett Jacobs +44 (0) 20 7360 4900 firstname.lastname@example.org
WesternZagros Completes Sale of Cdn$70 Million 4.00% Convertible Senior Unsecured Notes
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