WesternZagros Completes Sale of Cdn$70 Million 4.00% Convertible Senior Unsecured Notes

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
investorrelations@westernzagros.com 
WesternZagros Resources Ltd.
Tony Kraljic
VP Business Development
(403) 693-7011
investorrelations@westernzagros.com 
WesternZagros Resources Ltd.
Lisa Harriman
Manager of Investor Relations
(403) 693-7017
investorrelations@westernzagros.com
www.westernzagros.com 
Smithfield Group
John Kiely
+44 (0) 20 7360 4900
jkiely@smithfieldgroup.com 
Smithfield Group
James McFarlane
+44 (0) 20 7360 4900
Jmcfarlane@smithfieldgroup.com 
Smithfield Group
Brett Jacobs
+44 (0) 20 7360 4900
bjacobs@smithfieldgroup.com