Triumph Energy Corporation - News Release Baytex to offer to acquire Triumph Energy Triumph Energy Corporation TPH Shares issued 34,446,047 2001-04-10 close $3 Wednesday Apr 11 2001 News Release See Baytex Energy Ltd (BTE) News Release Mr. Dale Shwed reports An agreement has been reached whereby Baytex will offer to acquire all of the outstanding shares of Triumph Energy Corporation for $3.70 cash per share, or, at the election of the Triumph shareholders, 0.2846 Baytex share for each Triumph share, subject to a maximum of $73-million cash being paid and a maximum of 4.8 million Baytex shares being issued. Triumph has 36.4 million shares outstanding on a fully diluted basis. The offer will be made in the form of a takeover bid, will be conditional on acquiring a minimum of 66.66 per cent of the Triumph shares, and will be subject to all requisite regulatory approvals and other customary conditions. The directors and officers of Triumph have unanimously agreed to tender to the bid. Triumph has also agreed to pay a non-completion fee of $6.0-million to Baytex under certain circumstances. This transaction is expected to be completed in May, 2001. Total consideration for this transaction is valued at approximately $159-million, including approximately $24.5-million total debt of Triumph to be assumed by Baytex. Based on the reserve report prepared by independent engineers at year-end 2000 and the results of Triumph's first quarter 2001 drilling program, Baytex has assigned approximately 6.0 million barrels of oil and natural gas liquids and 48 billion cubic feet of natural gas in proved reserves (7.2 million barrels and 58 billion cubic feet in proved and probable reserves) to Triumph's properties at the end of the first quarter. Undeveloped land of Triumph at year-end 2000 totalled approximately 118,000 net acres. Upon the tie-in of several recently drilled wells, Baytex expects production during May, 2001, to reach 1,600 barrels a day of light oil, 750 bbl/d of natural gas liquids and 16.5 million cubic feet a day of natural gas from Triumph's properties. The natural gas operations of Triumph are concentrated in the west-central Alberta area which offers multizone liquids-rich natural gas, characterized by high-deliverability production and long-life reserves. Its major properties at Ferrier, Sunchild, O'Chiese and Cow Lake are located adjacent to Baytex's operations at Willesden Green and Ferrier. The majority of these properties are operated by Triumph. Baytex has identified additional development and exploration opportunities in these properties. Triumph's main oil producing property is at Manyberries in southeast Alberta, where current production is approximately 1,500 bbl/d of 38 American Petroleum Institute standard (API) light oil. This property contains infill drilling locations as well as production optimization through water flood programs. Baytex is excited by its enhanced position in west-central Alberta and the substantial upside provided by these assets. WARNING: The company relies upon litigation protection for "forward-looking" statements.
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