WesternZagros Resources Ltd

EARLY WARNING REPORT
Pursuant to Part 3 of National Instrument 62-103 –
The Early Warning System and Related Take-Over Bid and Insider Reporting Issues
1. The Name and address of the offeror:
Abu Dhabi National Energy Company PJSC ("TAQA")
7th Floor ADWEA Research Centre,
Jawazat Street, Abu Dhabi, UAE
2. The designation and number or principal amount of securities and the offeror's
securityholding percentage in the class of securities of which the offeror acquired ownership or
control in the transaction or occurrence giving rise to the obligation to file the news release,
and whether it was ownership or control that was acquired in those circumstances:
On October 16, 2011, WesternZagros Resources Ltd. ("WesternZagros") entered into a strategic
investment agreement (the "Agreement") with TAQA. Under the Agreement, TAQA agreed to
purchase, through a private placement, 74 million common shares of WesternZagros ("Common
Shares") at $0.63 per share for gross proceeds of $46,620,000. The private placement was completed
on October 25, 2011 and TAQA now holds approximately 19.9 per cent of the issued and
outstanding Common Shares.
3. The designation and number or principal amount of securities and the offeror's
securityholding percentage in the class of securities immediately after the transaction or
occurrence giving rise to obligation to file the news release:
TAQA now holds 74,000,000 Common Shares or approximately 19.9 per cent of the issued and
outstanding Common Shares.
4. The designation and number or principal amount of securities and the percentage of
outstanding securities of the class of securities referred to in paragraph 3 over which:
(a) the offeror, either alone or together with any joint actors, has ownership and control:
TAQA has ownership and control over 74,000,000 Common Shares or approximately 19.9%
per cent of the issued and outstanding Common Shares.
(b) the Offeror, either alone or together with any joint actors, has ownership but control is
held by other persons or companies other than the Offeror or any joint actor:
Not applicable.
(c) the Offeror, either alone or together with any joint actors, has exclusive or shared
control but does not have ownership:
Not applicable.
5. The name of the market in which the transaction or occurrence giving rise to the report took
place:
Not applicable. - 2 -
6. The value, in Canadian dollars, of any consideration offered per security if the offeror
acquired ownership of a security in the transaction or occurrence giving rise to the obligation
to file a news release.
See Item 2 above.
7. The purpose of the offeror and any joint actors in effecting the transaction or occurrence
giving rise to the report, including any future intention to acquire ownership of, or control
over, additional securities of the reporting issuer:
The Common Shares are being held by TAQA for investment purposes. In the future, TAQA may
increase or decrease its ownership in securities of WesternZagros depending on the business and
prospects of WesternZagros.
8. The general nature and the material terms of any agreement, other than lending
arrangements, with respect to securities of the reporting issuer entered into by the offeror, or
any joint actor, and the issuer of the securities or any other entity in connection with the
transaction or occurrence giving rise to the report, including agreements with respect to the
acquisition holding, disposition or voting of any of the securities:
See Item 2 above for a description of the material terms of the Agreement. In addition, the Common
Shares issued under the Agreement are subject to a contractual hold period until June 30, 2012 in
addition to the four month restricted period under applicable securities laws. TAQA is also subject to
certain standstill provisions contained in the Agreement for a period of 12 months, with respect to
the acquisition of securities of WesternZagros and other matters.
9. The names of any joint actors in connection with the disclosure required by this Report:
Not applicable.
10. In the case of a transaction or occurrence that did not take place on a stock exchange or other
market that represents a published market for the securities, including an issuance from
treasury, the nature and value of the consideration paid by the Offeror:
See Item 2 above.
11. If applicable, a description of any change in any material fact set out in a previous report by
the entity under the early warning requirements in respect of the reporting issuer's securities:
Not applicable.
12. If applicable, a description of the exemption from securities legislation being relied on by the
offeror and the facts supporting that reliance:
The Common Shares were issued to TAQA pursuant to the exemption from the prospectus
requirement provided in Section 2.10 of National Instrument 45-106.

DATE: October 26, 2011.