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To: Andrew~ who wrote (13416)	7/20/2016 8:00:14 AM
From: Goose94	Read Replies (1) \| Respond to of 202365

Bellatrix Exploration (BXE-T) July 20, '16 is pleased to announce that it has entered into an agreement with a syndicate of underwriters (the "Underwriters") led by National Bank Financial Inc., pursuant to which the Underwriters have agreed to purchase on a bought deal basis $50 million principal amount of extendible unsecured subordinated convertible debentures (the "Debentures") at a price of $1,000 per Debenture and 25,000,000 subscription receipts (the "Subscription Receipts") at a price of $1.20 per Subscription Receipt for gross proceeds of approximately $30 million. The Debenture and Subscription Receipt offerings (collectively the "Offerings") in aggregate combine for total gross proceeds of approximately $80 million. In addition, Bellatrix has granted to the Underwriters an option (the "Over-Allotment Option") to purchase up to an additional 3,750,000 Subscription Receipts at a price of $1.20 per Subscription Receipt and $7.5 million principal amount of Convertible Debentures to cover over-allotments and for market stabilization purposes, exercisable in whole or in part at any time, and from time to time, until 30 days after the closing date of the Offerings. The maximum aggregate gross proceeds that could be raised under the Offerings is approximately $92 million should the Over-Allotment Option be exercised in full. The Debentures will bear an interest rate of 6.75% per annum, payable semi-annually in arrears on September 30 and March 31 of each year commencing September 30, 2016. The Debentures will have an initial maturity date of the Termination Date (as defined below), which will be automatically extended to September 30, 2021 upon closing of the Alder Flats Plant Sale (as defined below) (the "Maturity Date"). Each $1,000 principal amount of Debenture will be convertible at the option of the holder into approximately 617.2840 common shares of Bellatrix (representing a conversion price of $1.62). The Debentures will not be redeemable prior to September 30, 2019. On and after September 30, 2019 and up to and including September 30, 2020, the Debentures may be redeemed in whole or in part from time to time at the Company's option, at a price equal to their principal amount plus accrued and unpaid interest, provided that the volume weighted average trading price of the common shares on the Toronto Stock Exchange for the 20 consecutive trading days preceding the date on which the notice of redemption is given is not less than 125% of the conversion price. On or after September 30, 2020 and prior to the Maturity Date, the Debentures may be redeemed in whole or in part from time to time at the Company's option, at a price equal to their principal amount plus accrued and unpaid interest. The Debentures will be direct, subordinated unsecured obligations of the Company, subordinated to any senior indebtedness. Each Subscription Receipt represents the right of the holder to receive, upon closing of the Company's previously announced agreement to sell a 35% minority interest in the Bellatrix O'Chiese Nees-Ohpawganu'ck deep-cut gas plant at Alder Flats to Keyera Partnership ("Alder Flats Plant Sale"), without payment of additional consideration or further action, one common share of the Company. If (i) closing in respect of the the Alder Flats Plant Sale does not occur by 5:00 pm (Calgary time) on or before September 30, 2016; (ii) the acquisition agreement with respect to the Alder Flats Plant Sale is terminated in accordance with its terms at an earlier time; or (iii) the Company has advised the Underwriters or the public that it does not intend to proceed with the Alder Flats Plant Sale (in each case, the earliest of such dates being the "Termination Date"), the subscription proceeds for the Subscription Receipts will be reimbursed pro rata to the holders of Subscription Receipts at the original subscription price. In connection with the Offering, Bellatrix will file a preliminary short-form prospectus in all provinces of Canada, other than Quebec. Closing of the Offerings are expected to be completed on or about August 9, 2016 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange. Net proceeds from the offerings will be used initially to repay bank indebtedness and thereafter for general corporate purposes. Bellatrix Exploration Ltd. is a Western Canadian based growth oriented oil and gas company engaged in the exploration for, and the acquisition, development and production of oil and natural gas reserves in the provinces of Alberta, British Columbia and Saskatchewan. Common shares of Bellatrix trade on the Toronto Stock Exchange and on the New York Stock Exchange under the symbol BXE. All amounts in this press release are in Canadian dollars unless otherwise identified. Bellatrix Exploration Ltd. Steve Toth, CFA Vice President, Investor Relations (403) 750-1270 Bellatrix Exploration Ltd. Troy Winsor Investor Relations (800) 663-8072 Bellatrix Exploration Ltd. (403) 266-8670 (403) 264-8163 www.bellatrixexploration.com