ASX RELEASE

26 May 2014

Court approves Scheme of Arrangement

Aurora Oil & Gas Limited (ASX:AUT, TSX:AEF) (Aurora) is pleased to announce that the Federal Court of Australia (Court) has today made orders approving the scheme of arrangement between Aurora and its shareholders under which Baytex Energy Corp. (Baytex) will acquire, through its wholly owned subsidiary Baytex Energy Australia Pty Ltd, all of the shares in Aurora (Scheme).

Aurora expects to lodge a copy of the Court's orders approving the Scheme with the Australian Securities and Investment Commission (ASIC) tomorrow (i.e. 27 May 2014), at which time the Scheme will become effective.

It is expected that trading in Aurora's shares on ASX will be suspended from close of trading tomorrow. Trading in Aurora's shares is expected to be suspended on the Toronto Stock Exchange immediately prior to the opening of trading on 27 March 2014 (Toronto time), to ensure suspension is effected concurrently on both exchanges.

A copy of the orders granted by the Court is attached to this announcement.

--ENDS-- For further information, please contact:

Investors: Media:

Jon Stewart Shaun Duffy Executive Chairman FTI Consulting Aurora Oil & Gas Ltd Tel: +61 8 9485 8888

Tel: +61 8 9380 2700 Mob: +61 404 094 384

Shaun.Duffy@fticonsulting.com

Federal Court of Australia

District Registry: Western Australia
Division: General
AURORA OIL & GAS LIMITED ACN 008 787 988

Plaintiff
ORDER JUDGE: Justice Gilmour DATE OF ORDER: 26 May 2014
WHEREMADE: Perth
THE COURT ORDERS THAT:
No: (P)WAD71/2014

l. The Scheme of Arrangement between Aurora and the holders of fully-paid ordinary shares in Aurora ("Scheme") being Attachment C to the Scheme Booklet (comprising the Explanatory Statement), which was dispatched in accordance with the orders of this Court of 14 April2014, and which Scheme was amended by a resolution of members of Aurora passed at a meeting on 21 May 2014 to:

(a) delete the reference to "$4.10" in clause 5.1 ofthe Scheme and replacing it with a reference to "$4.20"; and
(b) amend the definition of "Scheme Consideration" in Schedule l of the Scheme by deleting the reference to "$4.1O" and replacing it with a reference to "$4.20",
be approved pursuant to section 411(4)(b) of the Corporations Aet 200l (Cth)

(''Act").

Fi l ed on behalf of

Prepared by

Law firm

Te! +61 8 9413 8408

Email toleary @gtlaw.co m.au

Aurora Oi l & Gas Limited , Plaintiff

Tim O'Leary

Gilbert + Tobin , Lawyers

Fax +61 8 9413 8444

Address for service

31871898 1.doc

1202 Hay Street, West Perth, Western Australia 6005

[Form approved 01/08/2011]

•

2. Pursuant to section 411(12) of the Act, the Plaintiff is exempt from compliance with the requirements of section 411(11) of the Act in relation to the Scheme.
3. An office copy of these orders be lodged with the Australian Securities and
Investments Commission as soon as practicable after these orders are made.
4. This arder be entered forthwith.

Date that entry is stamped: 2 6 MAY 2014
-.- -.Pputy District Registrar

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