Avenue S.E., Calgary, Alberta.At the meeting, shareholders will be asked to approve an arrangement (the ‘‘Arrangement’’) pursuant to which
(i) Marathon Oil Corporation (‘‘Marathon’’) will indirectly acquire Western in exchange for the consideration to be
received by holders of Western Shares from Marathon, as described below, and (ii) shares and warrants to acquire
shares of a new international exploration company, WesternZagros Resources Ltd. (‘‘New WesternZagros’’) will be
distributed to holders of Western Shares. Marathon is an integrated international energy company engaged in
exploration and production, integrated gas, and refining, marketing and transportation. Headquartered in Houston,
Texas, Marathon’s principal exploration and production activities are in the United States, Angola, Equatorial Guinea,
Indonesia, Libya, Norway and the United Kingdom. Marathon is also the fifth-largest refiner in the United States and
has a retail marketing system within the United States comprising approximately 5,700 locations in 17 states. The
combination of Marathon and Western will result in the integration of Western’s Canadian upstream oil sands assets
with Marathon’s downstream refining operations. Marathon brings considerable experience in refining, and the
combination of its substantial capital resources with Western’s interest in the Athabasca Oil Sands Project, Western’s
in-situ assets, and Western’s oil sands personnel will provide a platform for future growth and competitive advantage.
Under the Arrangement, a holder of Western Shares may elect, subject to certain pro-ration provisions described
below, to receive for each Western Share, either:
(a) Cdn$35.50 in cash;
(b) 0.5932 of a share of Marathon common stock (each, a ‘‘Marathon Share’’);
(c) 0.5932 of an exchangeable share (each, an ‘‘Exchangeable Share’’) in the capital of 1339971 Alberta Ltd.
(‘‘AcquisitionCo’’), an indirect subsidiary of Marathon (other than holders of Western Shares who are
non-residents of Canada or are exempt from tax under Part I of the Income Tax Act (Canada) who are notentitled to elect to receive Exchangeable Shares); or
(d) a combination thereof,
in exchange for the aggregate number of Western Shares in respect of which such an election is made.
In addition, a holder of Western Shares will receive, for each Western Share, one common share (each, a
‘‘New WesternZagros Share’’) in the capital of New WesternZagros and one-tenth of a New WesternZagros common
share purchase warrant (each, a ‘‘New WesternZagros Warrant’’). Each whole New WesternZagros Warrant will
entitle the holder thereof to purchase one New WesternZagros Share at a price of Cdn$2.50 until the date which is
three months from the effective date of the Arrangement. New WesternZagros was incorporated for the sole purpose
of participating in the Arrangement and has not carried on any active business other than in connection with the
Arrangement and related matters. Following completion of the Arrangement and certain other transactions,
New WesternZagros will carry on the business currently carried on by Western’s subsidiary, WesternZagros
Resources Inc., in the Kurdistan region of Iraq. New WesternZagros has applied to list the New WesternZagros
Shares and the New WesternZagros Warrants on the TSX Venture Exchange (the ‘‘TSX-V’’). Listing of the
New WesternZagros Shares and the New WesternZagros Warrants on the TSX-V will be subject to
New WesternZagros meeting the original listing requirements of the TSX-V. Trading in both the New WesternZagros
Shares and the New WesternZagros Warrants is expected to commence concurrently with the delisting of the Western
Shares on the TSX.
Under the Arrangement, the maximum amount of cash to be paid to holders of Western Shares is approximately
Cdn$3.8