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WesternZagros Resources Ltd. has signed a strategic investment agreement (the Agreement) with Crest Energy International LLC (Crest). Under the Agreement, Crest will purchase, through a non-brokered, private placement, 40,714,286 Common Shares of the Company at Cdn$1.40 per share for gross proceeds of Cdn$57 million. This price represents an approximate 10 percent premium to the August 4, 2012 closing share price. When this private placement is completed, Crest will own just under 10 percent of the Company's issued and outstanding Common Shares.
In addition, WesternZagros confirms receipt of approximately Cdn$83 million from Gazprom Neft Middle East B.V. (Gazprom Neft B.V.) with respect to the Amended Garmian Production Sharing Contract (Amended Garmian PSC) and the Third Party Participant assignment in the Garmian Block (Garmian TPP). The Amended Garmian PSC also provides for an approximately Cdn$27 million reconciliation with the Kurdistan Regional Government (KRG) with the net amount retained by WesternZagros being Cdn$56 million.
Headlines:
· WesternZagros announces Crest will purchase 40,714,286 Common Shares in the Company at Cdn$1.40 per share for gross proceeds of Cdn$57 million at an approximate 10% premium to the August 4 closing price.
· Following closing, Crest will own just under 10 percent of WesternZagros and a representative from Crest will join the Company's board of directors.
· As a result of this private placement to Crest, TAQA will have the right to purchase up to approximately 10.14 million additional Common Shares from the Company at Cdn$1.40 in order to maintain its current ownership interest of approximately 19.9 percent.
· WesternZagros received an approximate amount of Cdn$83 million in back costs from Gazprom Neft B.V. in connection with the Garmian TPP assignment, with net Cdn$56 million retained by WesternZagros after reconciliation with the KRG.
WesternZagros's Chief Executive Officer, Simon Hatfield commented: "The Crest financing and the Garmian TPP assignment will help us to pursue a number of attractive opportunities by accelerating our drilling programs. Securing this funding facilitates our next stage of growth and development. Crest is an excellent investor for WesternZagros. The firm is already active in Kurdistan and is a founding member with the United States Kurdistan Business Council. The Council has a mandate to promote economic opportunities and support the development of the Kurdistan Region as a secure, stable, and economically prosperous area of Iraq."
Crest and its affiliates make investments in and operate global projects including investments in the oil and gas sector in the Kurdistan Region of Iraq. Under the terms of the Agreement, a representative from Crest will join WesternZagros's board of directors. In addition, WesternZagros has granted certain rights to Crest to participate for its pro-rata share in future equity issuances. In addition to the statutory four-month hold period, the Common Shares issued under the Agreement will be subject to a contractual hold period until March 29, 2013. WesternZagros has also agreed that a representative of Crest will join the Company's board of Directors.
Eric Stoerr of Crest added "This investment in WesternZagros reflects our continued interest in investing in oil and gas companies with strong management teams and significant resource potential in the MENA (Middle East-North Africa) region. Crest provides financial stability for WesternZagros to build on the success they have had to date in proving the resource potential in Kurdistan."
Completion of the private placement is subject to certain customary conditions and regulatory authorizations, including the approval of the TSX Venture Exchange. The Company expects the closing to occur on or around August 10, 2012.
Pursuant to the Amended and Restated Investment Agreement dated June 3, 2012 among the Company, Abu Dhabi National Energy Company PJSC (TAQA) and TAQA International B.V. and as a result of this private placement to Crest, TAQA will have the right to purchase up to approximately 10.14 million additional Common Shares from the Company at Cdn$1.40 in order to maintain its current ownership interest of approximately 19.9% of the issued and outstanding Common Shares.
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