Western Oil Sands Completes Plan of Arrangement


    CALGARY, Oct. 18 /CNW/ - Western Oil Sands Inc. (TSX - WTO) ("Western")
announced today that Marathon Oil Corporation (NYSE:   MRO), together with its
indirect subsidiary, 1339971 Alberta Ltd. (collectively "Marathon") has
completed the previously announced Plan of Arrangement ("the Plan"). Under the
terms of the Plan, Marathon acquired all of the issued and outstanding Class A
shares of Western under the Business Corporations Act (Alberta).
    Under the Plan, shareholders of Western were entitled to receive for each
Class A share held, at their election, and subject to proration, either:

    (a)    Cdn$35.50 in cash;
    (b)    0.5932 of a share of Marathon common stock (each, a "Marathon
    (c)    0.5932 of an exchangeable share of 1339971 Alberta Ltd. (each, an
           "Exchangeable Share"); or
    (d)    a combination thereof.

    Under the Plan, the maximum amount of cash to be paid to Western
shareholders is Cdn$3.8 billion, the maximum number of Exchangeable Shares to
be issued is 29.4 million and the maximum number of Marathon Shares and
Exchangeable Shares that may be issued is 34.3 million.
    Western shareholders elected to receive a cash amount greater than the
Cdn$3.8 billion available. As a result, shareholders will receive
approximately 86 per cent of the cash amount that they elected. In aggregrate,
$3.8 billion in cash, 29.1 million Marathon Shares and 5.2 million
Exchangeable Shares were paid or issued to Western shareholders under the
    As part of the Plan, Western shareholders also received for each Class A
share held, one common share and one-tenth of a common share purchase warrant
of WesternZagros Resources Ltd. ("WesternZagros"), a new international
exploration company that will carry on business in the Kurdistan Region of
Iraq. Each whole warrant of WesternZagros may be exercised to purchase one
common share of WesternZagros until January 18, 2008 at an exercise price of
Cdn$2.50. Immediately following the closing of the Arrangement, WesternZagros
completed a private placement approved by Western shareholders for aggregate
gross proceeds of Cdn$12.5 million. Proceeds from the private placement will
be used by WesternZagros for exploration and development activities.

    This news release may contain forward-looking information based on
assumptions that are subject to a wide range of business risks. WesternZagros'
operations are subject to all risks normally incident to oil and gas
exploration and production activities. All of WesternZagros' assets are
located in Kurdistan. As such, WesternZagros is subject to political,
economic, and other uncertainties of that region as well as risks of loss due
to civil strife, acts of war, guerrilla activities and insurrections.
WesternZagros' operations may be adversely affected by changes in government
policies and legislation or social instability and other factors which are not
within its control. Risks also include the uncertainty involved in the
estimation of resources.
    Forward-looking information typically contains statements with words such
as "anticipate", "estimate", "expect", "potential", "could", or similar words
suggesting future outcomes. We caution readers and prospective investors of
the Company's securities not to place undue reliance on forward-looking
information as by its nature, it is based on current expectations regarding
future events that involve a number of assumptions, inherent risks and
uncertainties, which could cause actual results to differ materially from
those anticipated by Western.

For further information:

For further information: Dorreen Miller, Manager, Investor Relations and
Communications, (403) 233-1757

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