Securities Law & Instruments

Headnote

Section 1(11)(b) -- Order that the issuer is a reporting issuer for the purposes of Ontario securities law -- Issuer already a reporting issuer in nine other provinces -- Issuer's securities listed for trading on the TSX Venture Exchange -- Continuous disclosure requirements in nine other provinces substantially the same as those in Ontario - Issuer has a significant connection to Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b).

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, CHAPTER S.5, AS AMENDED

(the Act)

AND

IN THE MATTER OF

WESTERNZAGROS RESOURCES LTD.

 

ORDER

(Clause 1(11)(b))

UPON the application of WesternZagros Resources Ltd. (the Applicant) for an order pursuant to clause 1(11)(b) of the Act that, for the purposes of Ontario securities law, the Applicant is a reporting issuer in Ontario;

AND UPON considering the application and the recommendation of the staff of the Ontario Securities Commission (the Commission);

AND UPON the Applicant representing to the Commission as follows:

1. The Applicant was incorporated under the Business Corporations Act (Alberta) on August 22, 2007.

2. The head office of the Applicant is located at 600, 400 - 2nd Avenue SW, Calgary, Alberta, T2P 5E9 and the registered office of the Applicant is located at 3700, 400 - 3rd Avenue SW, Calgary, Alberta, T2P 4H2.

3. The authorized share capital of the Applicant consists of an unlimited number common shares, an unlimited number of Class A preferred shares and an unlimited number of Class B preferred shares, all without par value.

4. As at September 30, 2008, 207,464,320 common shares of the Applicant were issued and outstanding and no preferred shares were issued or outstanding.

5. The Applicant became a reporting issuer or reporting issuer equivalent on October 18, 2007 in each of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador (the Other Jurisdictions) as a result of a plan of arrangement completed on such date involving Western Oil Sands Inc. (now Marathon Oil Canada Corporation) (Western), the shareholders of Western, the Applicant, Marathon Oil Corporation, WesternZagros Resources Inc. and 1339971 Alberta Ltd.

6. The Applicant is not noted in default on the list of reporting issuers maintained by the securities regulatory authority or regulator in each of the provinces of Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick and Nova Scotia. The Applicant is not on the list of defaulting reporting issuers maintained by the securities regulatory authority or regulator in any of British Columbia, Prince Edward Island or Newfoundland and Labrador. The Applicant is not in default of any of its obligations under the securities legislation in each of the Other Jurisdictions.

7. The Applicant is not a reporting issuer or the equivalent in any jurisdiction in Canada other than the Other Jurisdictions.

8. The continuous disclosure requirements under the securities legislation in each of the Other Jurisdictions, are substantially the same as the requirements under the Act.

9. The continuous disclosure materials filed by the Applicant under the securities legislation in each of the Other Jurisdictions, are available on the System for Electronic Document Analysis and Retrieval.

10. The common shares of the Applicant are listed and posted for trading on the TSX Venture Exchange (the TSX-V) under the symbol "WZR". The Applicant is not in default of any of the rules, regulations or policies of the TSX-V. The Applicant is not designated a capital pool company under the policies of the TSX-V. The Applicant's securities are not traded on any other stock exchange or trading or quotation system.

11. Neither the Applicant nor, to the knowledge of the Applicant, its officers or directors, has:

(a) been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority;

(b) entered into a settlement agreement with a Canadian securities regulatory authority; or

(c) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

12. Neither the Applicant nor, to the knowledge of the Applicant, its officers or directors, is or has been subject to:

(a) any known ongoing or concluded investigation by (i) a Canadian securities regulatory authority, or (ii) a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver manager or trustee, within the preceding 10 years.

13. To the knowledge of the Applicant, none of its officers and directors, is or has been at the time of such event an officer or director of any other issuer which is or has been subject to:

(a) any cease trade or similar orders, or orders that denied access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the preceding 10 years; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver manager or trustee, within the preceding 10 years.

14. The Applicant does not have a shareholder which holds sufficient securities of the Applicant to affect materially the control of the Applicant.

15. The Applicant has a significant connection to Ontario since more than 10% of the total number of common shares of the Applicant are owned by registered and beneficial holders resident in Ontario.

16. The Applicant will remit all participation fees due and payable by it pursuant to OSC Rule 13-502 Fees by no later than two business days from the date of this order.

AND UPON the Director under the Act being satisfied that to do so is in the public interest;

IT IS ORDERED pursuant to clause 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law.

DATED this 19th day of December, 2008.

"Margo Paul"
Director, Corporate Finance
Ontario Securities Commission