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CALGARY, Alberta, July 20, 2018 (GLOBE NEWSWIRE) — Baytex Energy Corp. (TSX:BTE) (NYSE:BTE) (“Baytex“) and Raging River Exploration Inc. (TSX:RRX) (“Raging River“) are pleased to announce that they have filed a joint management information circular and proxy statement (the “Circular“) for their respective special shareholders’ meetings to be held in connection with the proposed strategic combination of Baytex and Raging River pursuant to a statutory plan of arrangement under the Business Corporations Act (Alberta) (the “Arrangement“). Pursuant to the Arrangement, holders of common shares of Raging River will receive, directly or indirectly, 1.36 common shares of Baytex for each common share of Raging River.
The mailing of the Circular and other materials has commenced and shareholders of Baytex and Raging River should receive them within approximately 7 days. An electronic copy of the Circular is available on Baytex’s website at www.baytexenergy.com/special-meeting and on Raging River’s website at www.rrexploration.com. The Circular is also available on SEDAR under the issuer profiles of both companies at www.sedar.com and on EDGAR under Baytex’s profile at www.sec.gov/edgar.shtml.
Your vote is important regardless of the number of shares you own. Baytex and Raging River encourage shareholders to read the Circular in detail.
YOUR VOTE IS IMPORTANT – PLEASE VOTE TODAY
The Board of Directors of Raging River UNANIMOUSLY recommends that
Raging River Shareholders vote IN FAVOUR of the Arrangement
The Board of Directors of Baytex UNANIMOUSLY recommends that
Baytex Shareholders vote IN FAVOUR of the Issuance Resolution
Reasons for and Benefits of the Arrangement
Both Baytex and Raging River expect the Arrangement to offer a number of long-term strategic, financial and operational benefits and advantages for shareholders, including the following:
- A World Class Asset Base
- Attractive Growth and Free Cash Flow
- Strong Balance Sheet
- High Return Oil-Weighted Assets
- Superior Capability to Optimize Capital Allocation
- Strong Oil Price Diversification
- Enhanced Platform for Developing Emerging Plays
- Top Tier Team with a Focus on Operational Excellence
- Increased Scale and Trading Liquidity
Share Exchange Information and Tax Treatment
Pursuant to the Arrangement, Raging River shareholders will receive the Baytex shares they are entitled to receive on a taxable basis unless they complete and file a Letter of Transmittal and Election Form and elect to receive the Baytex shares on a tax-deferred basis.
Generally, a Raging River shareholder whose adjusted cost base of their Raging River shares is greaterthan the fair market value of the Raging River shares should not need to elect to receive the Baytex shares pursuant to the Arrangement on a tax-deferred basis since, absent such election, such Raging River shareholder will realize a capital loss on the disposition of the Raging River shares pursuant to the Arrangement.
Generally, a Raging River shareholder whose adjusted cost base of their Raging River shares is less than the fair market value of the Raging River shares should consider electing to receive the Baytex shares pursuant to the Arrangement on a tax-deferred basis prior to the Election Deadline in order to receive the Baytex shares pursuant to the Arrangement on a tax-deferred basis and, accordingly, not realize a capital gain on the disposition of their Raging River shares pursuant to the Arrangement.
Raging River shareholders who wish to receive the Baytex shares on a tax-deferred basis must send in (i) their Letter of Transmittal and Election Form and (ii) their share certificate(s) or Direct Registration System Advice representing their Raging River shares to Computershare Investor Services Inc. (the “Depositary“) prior to 5:00 p.m. (Calgary time) on August 20, 2018 (unless such time is extended by agreement of Raging River and Baytex) (the “Election Deadline“).
Raging River shareholders who do not hold their Raging River shares in their own name should instruct their broker or other intermediary to complete and deliver a Letter of Transmittal and Election Form in respect of such holders’ Raging River shares to the Depositary prior to the Election Deadline.
The information contained above relating to the tax impacts of the Arrangement and the procedure relating to the exchange of Raging River shares for Baytex shares is of a summary nature and therefore is not complete and is qualified in its entirety by the more detailed information contained in the Circular which is important and should be reviewed carefully. Raging River shareholders should review the discussion under “Certain Canadian Federal Income Tax Considerations” and “Procedure for the Arrangement to Become Effective – Procedure for Exchange of Raging River Share Certificates” in the Circular and are urged to consult their own tax advisors regarding the tax consequences of the Arrangement.
Raging River Meeting
The special meeting of shareholders of Raging River is scheduled to be held at 9:30 a.m. (Calgary time) on Tuesday, August 21, 2018 in the Devonian Room at the Calgary Petroleum Club located at 319 – 5th Avenue S.W., Calgary, Alberta, to approve the Arrangement. The record date for determination of shareholders entitled to receive notice of and to vote at the meeting was the close of business on July 9, 2018.
Baytex Meeting
The special meeting of shareholders of Baytex is scheduled to be held at 10:30 a.m. (Calgary time) on Tuesday, August 21, 2018 in the Devonian Room at the Calgary Petroleum Club located at 319 – 5th Avenue S.W., Calgary, Alberta, to approve the issuance of Baytex shares to be issued to Raging River shareholders pursuant to the Arrangement (the “Issuance Resolution”). The record date for determination of shareholders entitled to receive notice of and to vote at the meeting was the close of business on July 9, 2018.
Shareholder Information and Questions
Baytex and Raging River shareholders who have questions about the Circular, need assistance with voting their shares or making the appropriate election on the Letter of Transmittal and Election Form can contact our proxy solicitation agent, Laurel Hill Advisory Group:
Laurel Hill Advisory Group
North America Toll Free: 1-877-452-7184
Collect Calls Outside North America: 1-416-304-0211
Email: assistance@laurelhill.com
Shareholders are encouraged to vote today using the internet, telephone or facsimile.
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