Marathon Oil Corporation Acquires Western Oil Sands Inc. for US$6.9 Billion

On October 18, 2007, Marathon Oil Corporation completed its acquisition of Western Oil Sands Inc. pursuant to a plan of arrangement under the Business Corporations Act (Alberta). Under the terms of the transaction, Western shareholders received cash and Marathon securities (including securities exchangeable for Marathon common stock) with a value of approximately US$5.8 billion. Marathon also assumed Western's outstanding debt of approximately US$1.1 billion, for a total transaction value of US$6.9 billion. Concurrently with the completion of the acquisition, Western distributed shares and one-tenth of one share purchase warrant of a new company, WesternZagros Resources Inc., to its existing shareholders. Each whole warrant of WesternZagros may be exercised to purchase one common share of WesternZagros until January 18, 2008, at an exercise price of $2.50. Western Zagros holds Western's assets and operations in the Federal Region of Kurdistan. Immediately following the closing of the arrangement, WesternZagros completed a private placement, approved by Western shareholders, for aggregate gross proceeds of $12.5 million.

Marathon Oil Corporation was represented by Assistant General Counsel Richard Horstman; Bennett Jones LLP with a team led by John Kousinioris and including Will Osler, Jon Truswell, John Piasta, Tim Robson and Harinder Basra (corporate), Alan Rautenberg, Anu Nijhawan, Darcy Moch (tax), Beth Riley (competition), Angus Mitchell (energy), Anthony Friend, QC, (litigation) and John Batzel (employment); Baker Botts L.L.P., in respect of US securities and corporate matters, with a team led by Ted Paris and including Tull Florey, Troy Lee and Lisa Wang; and Miller & Chevalier, in respect of US tax matters, with a team consisting of Daniel Luchsinger and David Zimmerman.

Western Oil Sands Inc. was represented by Vice President and General Counsel Joanne Alexander, Macleod Dixon LLP with a team led by Charles Berard and including Robert Engbloom, Kent Kufeldt, Scott Negraiff, Marlene Stewart, Lianne Tysowski, Richard Borden, Stephanie Stimpson, Jamie Gagner, Rujuta Patel and Justin Pettigrew (corporate), Orville Pyrcz, Darren Hueppelsheuser and Dion Legge (tax) and John Marshall, John Carleton, Craig Hoskins and Steven Leitl (litigation); and Paul, Weiss, Rifkind, Wharton & Garrison LLP, in respect of US securities and corporate matters, with a team consisting of Edwin Maynard, Andrew Foley, Matthew Abbott, Daniel Levine, Kevin Nah, David Mayo and Eric Lowenstein. Pat Finnerty of Blake, Cassels & Graydon LLP acted for Goldman, Sachs & Co and TD Securities Inc., who advised Western on the deal.


Dion J. Legge L. Alan Rautenberg Jon C. Truswell Lianne J. Tysowski Darcy D. Moch John E. Piasta John J. Marshall John C. Batzel Anu Nijhawan Marlene G. Stewart Joanne Alexander Y. Beth Riley Charles W. Berard Harinder Basra William S. Osler Jamie L. Gagner Steven H. Leitl Kent D. Kufeldt Anthony L. Friend John P. Carleton Richard P. Borden Stephanie C. Stimpson Justin Pettigrew Angus B. Mitchell Pat C. Finnerty Scott M. Negraiff Rujuta Patel John H. Kousinioris R. Craig Hoskins Orville A. Pyrcz Timothy J. Robson


Bennett Jones LLP Baker Botts LLP Miller & Chevalier National Bank of Canada Paul, Weiss, Rifkind, Wharton & Garrison LLP Blake, Cassels & Graydon LLP