AURORA OIL & GAS LTD 
By 21 May 2014
SCHEDULE TO SHAREHOLDER LETTERPlease find attached a copy of the letter to shareholders advising of an increase in Scheme consideration which was lodged on the ASX on 14 May, now including the schedule which was inadvertently omitted.
Aurora information lineShareholders can contact the Aurora information line for further information relating to the Scheme on 1800 095 654 (within Australia) or +61 2 8767 1004 (outside Australia) Monday to Friday between 6.30am and 5.30pm (Perth time).
For further information, please contactJon Stewart Shaun Duffy
Executive Chairman FTI Consulting
+61 8 9380 2700 +61 8 9485 8888
About AuroraAurora is an Australian and Toronto listed oil and gas company active in the over-pressured liquids rich region of the Eagle Ford shale in Texas, United States. Aurora is engaged in the development and production of oil, condensate and natural gas in Karnes, Live Oak and Atascosa counties in South Texas. Aurora participates in approximately 80,200 highly contiguous gross acres in the heart of the trend, including approximately 22,200 net acres within the Sugarkane Field in the over- pressured and liquids core of the Eagle Ford.
14 May 2014
Dear Aurora Shareholder
On 7 February 2014, Aurora Oil & Gas Limited (Aurora or the Company) announced that it had entered into a scheme implementation deed with Baytex Energy Corp. (Baytex) under which Baytex (through its wholly owned subsidiary Baytex Energy Australia Pty Ltd (Baytex Australia)) will acquire all of the shares in Aurora for $4.10 cash per share.
We are pleased to advise that Baytex has increased the consideration under the proposed scheme to
If the Scheme is implemented, you will receive $4.20 for each Aurora share you hold on the Record Date (or if your address as shown on the Register is in Canada, the Canadian dollar equivalent determined in accordance with the process set out in section 3.4(c) of the Scheme Booklet).
Baytex will fund the increased scheme consideration from the sources described in the Scheme Booklet dated 14 April 2014.
Recommendations and Voting Intentions
Your Directors support the enhanced offer and believe it is in the best interests of Aurora Shareholders. The Directors unanimously recommend that, in the absence of a Superior Proposal, Shareholders vote in favour of the Revised Scheme at the Scheme Meeting. As at the date of this letter, no Superior Proposal has emerged.
The reasons for the Directors' recommendation in favour of the revised proposal have not changed from their reasons in support of the original proposal. These reasons and other relevant considerations are set out in the Scheme Booklet which is dated 14 April 2014.
In the absence of a Superior Proposal, the Directors intend to vote the Shares they control in favour of the Revised Scheme. I urge you to attend the Scheme Meeting, or, if you are unable to do so, to complete and return the proxy form. Information on how to vote is on page 11 of the original Scheme Booklet and the proxy form accompanied the Scheme Booklet - additional forms can be obtained from the Registry by calling
1300 455 198 (within Australia) or +61 3 9415 4163 (outside of Australia) Monday to Friday between 6.30am and 5.00pm (Perth time).
Harbour Advisors (a business unit of CI Investments Inc.) and Stirling Global Value Fund Inc. together holding approximately 17.4 percent of Aurora shares, have stated they intend to vote their Aurora shares in favour of the Revised Scheme in the absence of a superior proposal.
Information on the Revised Scheme
The Scheme Booklet dated 14 April 2014 has been sent to you. This letter supplements and should be read together with the original Scheme Booklet. The Scheme Booklet, together with this letter (including the revised Notice of Meeting), contain all the information relevant to the Revised Scheme. Other than as outlined in this letter, no other terms or conditions of the original proposal have changed. Shareholders are encouraged to read the Scheme Booklet and this letter carefully and in full, and seek their own investment or professional advice.
Performance Rights and Optionholders
In connection with the increased offer from Baytex, Baytex and Aurora have agreed to vary arrangements in section 3.6 of the Scheme Booklet so that optionholders will receive the benefit of the increased scheme consideration and each performance right holder will receive $4.20 (being the increased Scheme consideration). Separately, section 8.6(a) of the Scheme Booklet set out the amounts each Director and executive officer of Aurora would receive from the cancellation of Aurora options and/or performance rights held by them. These amounts have changed due to the increase in the Scheme consideration and are set out in the schedule to this letter.
Scheme Meeting and Voting
The Scheme Meeting and the time for lodging proxies have not changed. Aurora shareholders will vote on the Revised Scheme at the Scheme Meeting to be held at 9.30am on 21 May 2014 at BDO, 38 Station Street, Subiaco, Perth, Western Australia. This is done by first approving the amendments to the original scheme and then voting on the Revised Scheme. A revised notice of meeting is attached to this letter.
You may have already submitted a proxy in relation to the Scheme. If so that proxy will remain valid unless revoked in writing or by returning a new proxy form. Directors who hold proxies will consider a direction to vote in favour of the Scheme as a general authority to vote in favour of the Scheme at the higher price (i.e. in favour of the Revised Scheme). However, in the circumstances, the Directors strongly encourage all Shareholders unable to attend the Scheme Meeting in person to complete and return a proxy form directing their proxy to vote in favour of the Scheme. A new proxy will be taken to revoke any existing proxy. To be valid, proxy forms must be received by the Registry by no later than 9.30am on 19 May 2014. Canadian Beneficial Holders
There has been no change to the voting instruction form sent to Canadian beneficial holders, and any voting instruction forms which have been submitted will remain valid. If you have not yet submitted your voting instruction form, the Company must receive your voting instructions by telephone, mail or facsimilie by
9:30am (Perth time) on 16 May 2014 (which is one business day before the proxy deposit deadline of
9:30am (Perth time) on 19 May 2014).
Additional Information
The Company, Baytex Australia and Baytex have entered into a second deed of variation to the Scheme Implementation Deed in respect of the increased consideration, and Baytex Australia and Baytex have executed a supplemental Deed Poll to confirm their obligation to pay the increased consideration to Aurora shareholders upon implementation of the scheme. A copy of the second deed of variation of the Scheme Implementation Deed and the supplemental Deed Poll were released on the ASX on 14 May 2014.
A copy of this letter has been provided to ASIC, and a copy has been released on ASX. Neither ASIC nor
ASX nor any of their officers takes any responsibility for the contents of this letter.
The fact that the Court has reviewed this letter (which forms part of the Explanatory Statement) does not mean that the Court has formed any view as to the merits of the Revised Scheme or as to how Aurora shareholders should vote at the Scheme Meeting (on this matter Aurora Shareholders must reach their own decision) or has prepared, or is responsible for, this letter or the Scheme Booklet.
Shareholder Information Line
If you have any questions, please call the Aurora information line on 1800 095 654 (within Australia) or +61 2
8767 1004 (outside Australia) Monday to Friday between 6.30am and 5.30pm (Perth time). Yours sincerely
Jonathan Stewart
Executive Chairman
Director / executive officer | Number of Aurora Performance Rights for which consideration will be provided | Consideration to be received for cancellation of Performance Rights | Number of Aurora Options held | Consideration to be received for cancellation of Options |
Jonathan Stewart | 464,813 | $1,952,215 | None | Nil |
Douglas E. Brooks | 285,450 | $1,198,890 | 750,000 | $300,000 |
Graham Dowland | 130,727 | $549,053 | 1,050,000 | $2,467,500 |
John Atkins | None | Nil | 500,000 | $327,500 |
Fiona Harris | None | Nil | 500,000 | $385,000 |
Bill Molson | None | Nil | 500,000 | $385,000 |
Alan Watson | None | Nil | 500,000 | $385,000 |
David Lucke(1) | 111,985 | $470,337 | 300,000 | $241,000 |
Michael L. Verm | 124,178 | $521,548 | 1,000,000 | $380,500 |
Darren Wasylucha | 119,919 | $503,660 | 750,000 | $580,000 |
P. Grenville Schoch(2) | None | Nil | 750,000 | $1,762,500 |
1 Mr Lucke resigned as Chief Financial Officer of Aurora on or about 7 March 2014
2 Mr Schoch resigned as Director on 6 February 2014
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