WesternZagros Resources Announces Terms of Incremental Private Placement
March 20 2013 - 9:27AM
Marketwired Canada
NOT FOR DISTRIBUTION TO OR DISSEMINATION IN THE UNITED STATES
WesternZagros Resources Ltd. (TSX VENTURE:WZR) ("WesternZagros" or the
"Company") is pleased to announce that it has finalized the terms of its
previously announced marketed private placement of common shares of the Company
(the "Common Shares"). The syndicate of agents led by RBC Capital Markets and
including FirstEnergy Capital Corp, Dundee Securities, Macquarie Capital Markets
Canada Ltd. and Toll Cross Securities Inc. (collectively the "Agents") will sell
up to 11,431,422 Common Shares at a price of C$1.25 per Common Share for gross
proceeds of approximately C$14.3 million (the "Private Placement") pursuant to
the terms of an agency agreement entered into among the Company and the Agents.
On March 18, 2013, the Company received approximately C$123 million from Crest
Energy International LLC ("Crest") from the issuance of Common Shares to Crest
and amounts advanced by Crest under a senior secured loan agreement ("Crest
Loan") which will be utilized for WesternZagros's 2013 capital and operating
program including the continued appraisal of the Kurdamir Oligocene discovery,
exploration activities on the Garmian Block and continued appraisal of the
existing Sarqala discovery. Proceeds from the Private Placement will be used to
reduce the principal amount outstanding under the Crest Loan.
Closing of the Private Placement is expected to occur on or before April 4, 2013
and is subject to receipt of all necessary regulatory approvals including that
of the TSX Venture Exchange. The Common Shares issued under the Private
Placement will be subject to a hold period until the date which is four months
from closing.
Neither this news release nor any of the information contained in it shall form
or constitute an offer or invitation to any person to sell or any solicitation
of an offer to buy or subscribe for any securities in the United States or
elsewhere, nor will it form the basis of any contract for the purchase of or
subscription for any securities 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"), or any state securities laws, 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
and applicable state securities laws.
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 closing of the private placement and anticipated timing thereof
and the use of proceeds. 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.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
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.
FOR FURTHER INFORMATION PLEASE CONTACT:
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
Smithfield Group
John Kiely
+44 (0) 20 7360 4900
jkiely@smithfieldgroup.com
Smithfield Group
Brett Jacobs
+44 (0) 20 7360 4900
bjacobs@smithfieldgroup.com
Smithfield Group
James McFarlane
+44 (0) 20 7360 4900
jmcfarlane@smithfieldgroup.com
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