CALGARY, ALBERTA--(Marketwired - July 2, 2013) -
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 second non-brokered private placement (the "Private Placement") of Cdn$30 million aggregate principal amount of 4.00% Convertible Senior Unsecured Notes ("Convertible Notes") of WesternZagros. As previously announced, the Company completed a prior sale of Cdn$70 million aggregate principal amount of Convertible Notes on June 18, 2013. The proceeds from this second Private Placement will also be used to fund the Company's capital and operating activities.
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 bear interest from the first date of issuance 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. A copy of the indenture governing the Convertible Notes is available under the Company's profile on SEDAR at www.sedar.com.
Pursuant to the Investment Agreement dated March 10, 2013 between the Company and Crest Energy International LLC ("Crest"), Crest exercised certain participation rights in order to purchase Cdn$19.8 million aggregate principal amount of the Convertible Notes such that Crest holds 19.8% of the total Convertible Notes issued by the Company. Crest currently holds 19.8% of the issued and outstanding Common Shares. If Crest were to exercise its conversion rights under the Convertible Notes, together with all other holders of Convertible Notes, it would continue to hold 19.8% of the total issued and outstanding Common Shares after such conversion.
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.
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 29, 2013 in accordance with applicable Canadian 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 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 22, 2013, 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® COMPANY IN 2012 AND 2013. TSX VENTURE 50 IS A TRADE-MARK OF TSX INC. AND IS USED UNDER LICENSE.