WesternZagros Resources has announced that it has closed its previously announced private placement offering (the “Offering”) of common shares of the Company (the “Shares”). The Company sold, through a syndicate of agents, 89,665,352 Shares at a price of Cdn$0.48 per share for gross proceeds of Cdn$43 million. The Shares issued under the Offering are subject to resale restrictions until July 11, 2011 in accordance with applicable Canadian securities laws.
Paulson & Co. Inc. (“Paulson”), through funds which it controls, purchased 21,561,000 Shares in the Offering. Soros Fund Management LLC (“Soros”), through funds which it controls, purchased 20,833,000 Shares in the Offering. To the Company’s knowledge, this results in Paulson increasing their direction or control over the Company’s outstanding Shares from 17.5% to 19.5%, and Soros increasing their direction or control over the Company’s outstanding Shares from 11.1% to 14.8%. In addition, certain directors and officers of the Company purchased an aggregate of 4,061,494 Shares pursuant to the Offering, resulting in these directors and officers holding 4.1% of the outstanding Shares. Due to the fact that neither the fair market value of the Shares purchased by such insiders, nor the consideration paid therefore, exceeded 25% of the Company’s market capitalization, as calculated in accordance with Multilateral Instrument 61-101, an exemption was available under such instrument from the requirement to obtain shareholder approval of such insiders participation in the Offering. In addition, since the Shares of the Company are listed only on the TSX Venture Exchange, the Company was also exempt from any formal valuation requirements under such instrument.
The syndicate of agents was led by TD Securities Inc. and Scotia Capital Inc. and included Macquarie Capital Markets Canada Ltd., RBC Capital Markets and Stifel Nicolaus Canada Inc. (collectively the “Agents”). In connection with the Offering, the Agents received a fee of approximately Cdn$1.8 million of the gross proceeds of the Offering, resulting in net proceeds to the Company of Cdn$41.2 million.
The net proceeds from the Offering will be used by the Company for: the drilling of the Company’s Sarqala-1 re-entry well and the Mil Qasim-1 exploration well; future exploration on the Company’s oil & gas properties; and for working capital and general corporate purposes.