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Advantage Energy Income Fund

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Advantage Energy Income Fund BAYTEX ENERGY TRUST RENEWAL ANNUAL INFORMATION FORM 2003 May 10, 2004 TABLE OF CONTENTS Page GLOSSARY OF TERMS...................................................................................................................................................................1 ABBREVIATIONS ............................................................................................................................................................................5 CONVERSION...................................................................................................................................................................................5 SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS .....................................................................................6 BAYTEX ENERGY TRUST .............................................................................................................................................................7 GENERAL DEVELOPMENT OF THE BUSINESS.........................................................................................................................8 DESCRIPTION OF THE BUSINESS AND OPERATIONS.............................................................................................................9 ADDITIONAL INFORMATION RESPECTING BAYTEX ENERGY TRUST............................................................................29 ADDITIONAL INFORMATION RESPECTING BAYTEX ENERGY LTD.................................................................................35 BAYTEX SHARE CAPITAL ..........................................................................................................................................................37 VOTING AND EXCHANGE TRUST AGREEMENT ...................................................................................................................41 SUPPORT AGREEMENT ...............................................................................................................................................................42 NOTES .............................................................................................................................................................................................43 NPI AGREEMENT ..........................................................................................................................................................................44 SELECTED CONSOLIDATED FINANCIAL INFORMATION ...................................................................................................44 MANAGEMENT'S DISCUSSION AND ANALYSIS....................................................................................................................46 MARKET FOR SECURITIES .........................................................................................................................................................46 LEGAL PROCEEDINGS.................................................................................................................................................................46 INTEREST OF INSIDERS AND OTHERS IN MATERIAL TRANSACTIONS...........................................................................46 AUDITORS, TRANSFER AGENT AND REGISTRAR.................................................................................................................46 INDUSTRY CONDITIONS.............................................................................................................................................................47 RISK FACTORS ..............................................................................................................................................................................49 ADDITIONAL INFORMATION.....................................................................................................................................................54 APPENDICES: APPENDIX A REPORT OF MANAGEMENT AND DIRECTORS ON RESERVES DATA AND OTHER INFORMATION APPENDIX B REPORT ON RESERVES DATA APPENDIX C MANAGEMENT'S DISCUSSION AND ANALYSIS APPENDIX D FINANCIAL STATEMENTS GLOSSARY OF TERMS "ABCA" means the Business Corporations Act (Alberta), R.S.A. 2000, c. B-9, as amended, including the regulations promulgated thereunder; "Administration Agreement" means the amended and restated administration agreement dated November 12, 2003, between Baytex and the Trustee, on behalf of the Trust; "ARTC" means credits or rebates in respect of Crown royalties which are paid or credited by the Crown, including those paid or credited under the Alberta Corporate Tax Act which are commonly known as "Alberta ARTC Credits"; "Arrangement" means the arrangement under the provisions of section 193 of the ABCA among Baytex, Crew, Baytex Acquisition Corp., Baytex ExchangeCo Ltd., Baytex Resources Ltd., Baytex Exploration Ltd. and the Trust which was completed on September 2, 2003 and pursuant to which former holders of common shares of Baytex received common shares of Crew and Trust Units or Exchangeable Shares, or a combination thereof, in accordance with the elections made by such shareholders, and Baytex became a subsidiary of the Trust; "Baytex" or the "Corporation" means Baytex Energy Ltd., a corporation amalgamated under the ABCA; "Business Day" means a day, which is not a Saturday, Sunday or statutory holiday, when banks in the place at which any action is required to be taken hereunder are generally open for the transaction of commercial banking business; "Capital Fund" means the cash flow retained by the Trust from cash otherwise available for distribution which shall be advanced to the Corporation, as the case may be, to finance development of the Properties and future acquisitions; "Crew" means Crew Energy Inc., a corporation incorporated under the ABCA; "Deferred Purchase Obligation" means, collectively, the ongoing obligation of the Trust to pay to Baytex, to the extent of the Trust's available funds, an amount equal to 99% of the cost of, including any amount borrowed to acquire, any Canadian resource property acquired by Baytex, and the cost of, including any amount borrowed to fund, certain designated capital expenditures in relation to the Properties; "Direct Royalties" mean royalty interests in petroleum and natural gas rights acquired by the Trust from time to time; "Exchangeable Shares" means the exchangeable shares in the capital of Baytex; "ExchangeCo" means Baytex ExchangeCo Ltd., a corporation incorporated under the ABCA; "Exchange Ratio" means at any time and in respect of each Exchangeable Share, which was initially equal to 1.00000 as at the effective date of the Arrangement and which has been and is cumulatively adjusted by: (a) increasing the Exchange Ratio on each distribution payment date on the time as of which the Exchange Ratio is calculated by an amount, rounded to the nearest five decimal places, equal to a fraction having as its numerator the distribution, expressed as an amount per Trust Unit, paid on that distribution payment date, multiplied by the Exchange Ratio immediately prior to the distribution record date for such distribution and having as its denominator the current market price of a Trust Unit on the first Business Day following the distribution record date for such distribution; and (b) decreasing the Exchange Ratio on each dividend record date between the effective date and the time as of which the Exchange Ratio is calculated by an amount, rounded to the nearest five decimal places, equal to a fraction having as its numerator the dividend declared on that dividend record date, expressed as an amount per Exchangeable Share multiplied by the Exchange Ratio immediately prior to that dividend record date, and having as its denominator the Current Market Price of a Trust Unit; "Insolvency Event" means the institution by Baytex of any proceeding to be adjudicated to be a bankrupt or insolvent or to be wound up, or the consent of Baytex to the institution of bankruptcy, dissolution, insolvency or winding-up proceedings against it, or the filing of a petition, answer or consent seeking dissolution or winding-up under any bankruptcy, insolvency or analogous laws, including without limitation the Companies Creditors' Arrangement Act (Canada) and the Bankruptcy and Insolvency Act (Canada), and the failure by Baytex to contest in good faith any such proceedings commenced in respect of Baytex within 15 days 2 of becoming aware thereof, or the consent by Baytex to the filing of any such petition or to the appointment of a receiver, or the making by Baytex of a general assignment for the benefit of creditors, or the admission in writing by Baytex of its inability to pay its debts generally as they become due, or Baytex not being permitted, pursuant to solvency requirements of applicable law, to redeem any retracted Exchangeable Shares pursuant to the Exchangeable Share provisions; "Liquidation Amount" means the amount that holders of Exchangeable Shares are entitled to in the event of the liquidation, dissolution or winding-up of Baytex or any other distribution of the assets of Baytex among its shareholders for the purpose of winding up its affairs; "NI 51-101" means National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities; "Non-Residents" means non-residents of Canada within the meaning of the Tax Act; "Note Indenture" means the note indenture dated as of September 2, 2003 among Valiant Trust Company and Baytex providing for the issuance of the Notes; "Notes" means the 12% unsecured
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