WesternZagros sells shares to Crest for $64m

Crest has taken 51 million shares in WZ at $1.25 per share

Simon Hatfield, WesternZagros chief executive officer
Simon Hatfield, WesternZagros chief executive officer

Crest Energy International LLC has acquired ownership of an additional 51,000,000 common shares in the capital of WesternZagros Resources Ltd.

The deal was closed on March 18, 2013 pursuant to a non-brokered private placement financing of Common Shares by the Corporation. The Common Shares were issued at a price of $1.25 per share for aggregate consideration paid by Crest of $63,750,000.

Prior to the Private Placement, Crest owned 40,714,286 Common Shares, representing approximately 9.9% of the Corporation's then outstanding Common Shares. After the Private Placement, Crest now beneficially owns, controls or has direction over, directly or indirectly, an aggregate of 91,714,286 Common Shares, representing approximately 19.8% of the Corporation's outstanding Common Shares.

Crest acquired the Common Shares pursuant to the Private Placement for investment purposes and may, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction over Common Shares, through market transactions, private agreements, or otherwise.
Pursuant to the Investment Agreement, Crest will continue to have certain rights to participate for its pro-rata share in future equity issuances by the Corporation. In addition to the statutory four month hold period, the Common Shares issued under the Investment Agreement will be subject to a contractual hold period until July 19, 2013.

In addition, Crest obtained the right under the Investment Agreement to appoint an additional nominee to the Corporation's Board of Directors. Crest has elected to nominate John Howland to that position. Eric Stoerr, an officer of Crest, has been a member of the Corporation's Board of Directors since August 2012.


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