株探米国株
英語
エドガーで原本を確認する
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
    
FORM 40-F
Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
Annual Report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended:    December 31, 2024
Commission File Number:    001-32754
    
BAYTEX ENERGY CORP.
(Exact name of Registrant as specified in its charter)
Alberta 1381 Not Applicable
(Province or other jurisdiction of incorporation or organization) (Primary standard industrial classification code number, if applicable) (I.R.S. employer identification number, if applicable)
2800, 520 - 3rd Avenue S.W.
Calgary, Alberta
T2P 0R3
(587) 952-3000
(Address and telephone number of registrant's principle executive offices)
    
Baytex Energy USA, Inc.
16285 Park Ten Place, Ste 500
Houston, Texas 77084
(713) 722-6500
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Shares BTE New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None

For annual reports, indicate by check mark the information filed with this form:
    ☒    Annual Information Form        ☒    Audited Annual Financial Statements

Indicate the number of outstanding shares of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: 773,589,963

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes ý     No ¨    




Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Yes ý     No ¨

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. ☐ Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
 
Certain statements in this Annual Report on Form 40-F are forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") and Section 27A of the Securities Act of 1933, as amended. Please see section titled "Special Note Regarding Forward-Looking Statements" in the Annual Information Form, which is Exhibit 99.1 of this Annual Report on Form 40-F.

Principal Documents

The following documents are filed as part of this Annual Report on Form 40-F and incorporated herein by reference:

A.Annual Information Form

For the Registrant's Annual Information Form for the year ended December 31, 2024, see Exhibit 99.1 of this Annual Report on Form 40-F.

B.Audited Annual Financial Statements

For the Registrant's Audited Consolidated Financial Statements for the year ended December 31, 2024, including the report of its Independent Registered Public Accounting Firm with respect thereto, see Exhibit 99.2 of this Annual Report on Form 40-F.

C.Management's Discussion and Analysis

For the Registrant's Management's Discussion and Analysis of the operating and financial results for the year ended December 31, 2024, see Exhibit 99.3 of this Annual Report on Form 40-F.

D. Supplemental Oil and Gas Information

For the Registrant's Supplemental Disclosures about Extractive Activities - Oil and Gas (unaudited), see Exhibit 99.4 of this Annual Report on Form 40-F.
    



Controls and Procedures

A.Certifications

The required disclosure is included in Exhibits 99.5, 99.6, 99.7 and 99.8 of this Annual Report on Form 40-F.

B. Disclosure Controls and Procedures

As of the end of the Registrant's fiscal year ended December 31, 2024, an internal evaluation was conducted under the supervision of and with the participation of the Registrant's management, including the President and Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Registrant's "disclosure controls and procedures" (as defined in Rule 13a-15(e) under Exchange Act). Based on that evaluation, the President and Chief Executive Officer and the Chief Financial Officer concluded that the design and operation of the Registrant's disclosure controls and procedures were effective to ensure that the information required to be disclosed in the reports that the Registrant files or submits to the Securities and Exchange Commission is (i) recorded, processed, summarized and reported, within the required time periods; and (ii) accumulated and communicated to the Registrant's management, including the President and Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding the required disclosure.

It should be noted that while the President and Chief Executive Officer and the Chief Financial Officer believe that the Registrant's disclosure controls and procedures provide a reasonable level of assurance that they are effective, they do not expect that the Registrant's disclosure controls and procedures will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

C.Management's Annual Report on Internal Control Over Financial Reporting

Management's Annual Report on Internal Control Over Financial Reporting is included in the Management's Report that accompanies the Registrant's Audited Consolidated Financial Statements for the year ended December 31, 2024, filed as Exhibit 99.2 to this Annual Report on Form 40-F, and is incorporated herein by reference.

D.Attestation Report of Independent Registered Public Accounting Firm

The Attestation Report of the Registrant's Auditor is included in the Report of Independent Registered Public Accounting Firm that accompanies the Registrant's Audited Consolidated Financial Statements for the year ended December 31, 2024, filed as Exhibit 99.2 of this Annual Report on Form 40-F, and is incorporated herein by reference.

E.Changes in Internal Control Over Financial Reporting

During the year ended December 31, 2024, there were no changes in the Registrant's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Audit Committee Financial Expert

The Registrant's Board of Directors has determined that Ms. Jennifer Maki, Ms. Angela Lekatsas and Ms. Tiffany Thom Cepak are "audit committee financial experts" (as that term is defined in paragraph 8(b) of General Instruction B to Form 40-F) and are "independent" (as defined by the New York Stock Exchange corporate governance rules).

The Securities and Exchange Commission has indicated that the designation or identification of a person as an "audit committee financial expert" does not (i) mean that such person is an "expert" for any purpose, including without limitation for purposes of Section 11 of the Securities Act of 1933, (ii) impose on such person any duties, obligations or liability that are greater than the duties, obligations and liability imposed on such person as a member of the audit committee and the board of directors in the absence of such designation or identification, or (iii) affect the duties, obligations or liability of any other member of the audit committee or the board of directors.

Code of Ethics

The Registrant has adopted a "code of ethics" (as that term is defined in paragraph 9(b) of General Instruction B to Form 40-F) ("Code of Ethics"), which is applicable to the directors, officers, employees and consultants of the Registrant and its affiliates (including, its principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions).



The Code of Ethics is available on the Registrant's website at www.baytexenergy.com.

In the past fiscal year, the Registrant has not amended any provision of its Code of Ethics that relates to any element of the code of ethics definition enumerated in paragraph (9)(b) of General Instruction B to Form 40-F, or granted any waiver, including an implicit waiver, from any provision of its Code of Ethics.

If any amendment to the Code of Ethics is made, or if any waiver from the provisions thereof is granted, the Registrant may elect to disclose the information about such amendment or waiver required by Form 40-F to be disclosed, by posting such disclosure on the Registrant’s website, which may be accessed at www.baytexenergy.com.

Principal Accountant Fees and Services

The required disclosure is included under the heading "Audit Committee Information - External Auditor Service Fees" in the Registrant's Annual Information Form for the year ended December 31, 2024, filed as Exhibit 99.1 to this Annual Report on Form 40-F, and is incorporated herein by reference. Our independent registered public accounting firm is KPMG LLP, Calgary, Alberta, Canada, Auditor Firm ID: 85.

Off-Balance Sheet Arrangements

The Registrant does not have any "off-balance sheet arrangements" (as that term is described in paragraph 11 of General Instruction B to Form 40-F) that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Cash Obligations

The required disclosure is included under the heading "Capital Resources and Liquidity" and subheading "Contractual Obligations" in the Registrant's Management's Discussion and Analysis for the year ended December 31, 2024, filed as Exhibit 99.3 to this Annual Report on Form 40-F, and is incorporated herein by reference.

Identification of the Audit Committee

The Registrant has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Registrant's Audit Committee members consist of Ms. Jennifer Maki, Ms. Angela Lekatsas, Ms. Tiffany Thom Cepak and Mr. Don Hrap.

Mine Safety Disclosure

Not applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Recovery of Erroneously Awarded Compensation

Not applicable.

Compliance with NYSE Corporate Governance Rules

As a Canadian corporation listed on the NYSE, we are not required to comply with most of the NYSE’s corporate governance standards, and instead may comply with Canadian corporate governance practices. However, we are required to disclose the significant differences between our corporate governance practices and the requirements applicable to U.S. domestic companies listed on the NYSE. These significant differences are disclosed on our website at https://www.baytexenergy.com/sustainability-esg/governance/. Except as disclosed on our website, we are in compliance with the NYSE corporate governance standards in all significant respects.




UNDERTAKING

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
CONSENT TO SERVICE OF PROCESS

(1)The Registrant has previously filed a Form F-X in connection with the class of securities in relation to which the obligation to file this report arises.

(2)Any change to the name or address of the Registrant's agent for service shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of the Registrant.





SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized on March 4, 2025.

BAYTEX ENERGY CORP.
By:
/s/ Chad L. Kalmakoff
Name: Chad L. Kalmakoff
Title: Chief Financial Officer


















EXHIBIT INDEX
Exhibit No. Document
Executive Incentive Compensation Clawback Policy, dated as of November 24, 2023 (incorporated by reference to Exhibit 97.1 of the Registrant’s Annual Report on Form 40-F for the year ended December 31, 2023 (File No. 001-32754)
Annual Information Form of the Registrant for the fiscal year ended December 31, 2024.
Audited Consolidated Financial Statements of the Registrant for the year ended December 31, 2024 together with the Auditors' Report thereon.
Management's Discussion and Analysis of the operating and financial results of the Registrant for the year ended December 31, 2024.
Supplemental Disclosures about Extractive Activities - Oil and Gas (unaudited).
Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
Consent of KPMG LLP, Independent Registered Public Accounting Firm.
Consent of McDaniel & Associates Consultants Ltd., independent engineers.
101 Interactive Data Files.




EX-99.1 2 a991-2024aif.htm EX-99.1 Document

Exhibit 99.1





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ANNUAL INFORMATION FORM
2024




March 4, 2025



TABLE OF CONTENTS
Page
SELECTED TERMS
ABBREVIATIONS
CONVERSIONS AND CONVENTIONS
SPECIAL NOTES TO READER
CORPORATE STRUCTURE
DEVELOPMENT OF OUR BUSINESS
DESCRIPTION OF OUR BUSINESS
PRINCIPAL PROPERTIES
STATEMENT OF RESERVES DATA
RISK FACTORS
INDUSTRY CONDITIONS
DIVIDENDS
DESCRIPTION OF CAPITAL STRUCTURE
RATINGS
MARKET FOR SECURITIES
DIRECTORS AND OFFICERS
AUDIT COMMITTEE INFORMATION
LEGAL PROCEEDINGS AND REGULATORY ACTIONS
INTEREST OF INSIDERS AND OTHER MATERIAL TRANSACTIONS
TRANSFER AGENT AND REGISTRAR
MATERIAL CONTRACTS
INTERESTS OF EXPERTS
ADDITIONAL INFORMATION

APPENDICES:
APPENDIX A    REPORT OF MANAGEMENT AND DIRECTORS ON OIL AND GAS DISCLOSURE
APPENDIX B    REPORT ON RESERVES DATA BY INDEPENDENT QUALIFIED RESERVES EVALUATOR
APPENDIX C    AUDIT COMMITTEE MANDATE AND TERMS OF REFERENCE






SELECTED TERMS
Capitalized terms in this document have the meanings set forth below:
Entities
Baytex or the Corporation means Baytex Energy Corp., a corporation incorporated under the ABCA.
Baytex Energy means Baytex Energy Ltd., a corporation amalgamated under the ABCA.
Baytex Partnership means Baytex Energy Limited Partnership, a limited partnership, the partners of which are Baytex Energy and Baytex Energy (LP) Ltd.
Baytex USA means Baytex Energy USA, Inc., a corporation organized under the laws of the State of Delaware.
Board or Board of Directors means the board of directors of Baytex.
CRA means the Canada Revenue Agency.
NYSE means New York Stock Exchange.
OPEC means the Organization of the Petroleum Exporting Countries.
OPEC+ means OPEC plus a number of other oil exporting countries, including Russia.
Ranger means Ranger Oil Corporation.

Ranger Merger means the acquisition of all of the issued and outstanding Class A common stock of Ranger by Baytex by way of merger of Ranger and Ranger Sub.

Ranger Sub means Nebula Merger Sub, LLC, being an indirect wholly owned subsidiary of Baytex.

SEC means the United States Securities and Exchange Commission.
Shareholders mean the holders from time to time of Common Shares.
subsidiary has the meaning ascribed thereto in the Securities Act (Ontario) and, for greater certainty, includes all corporations, partnerships and trusts owned, controlled or directed, directly or indirectly, by us.
TSX means the Toronto Stock Exchange.
we, us and our means Baytex and all its subsidiaries on a consolidated basis unless the context requires otherwise.
Securities and Other Terms
2014 Debt Indenture means the indenture, as amended, among Baytex, as issuer, certain of its subsidiaries, as guarantors, and Computershare Trust Company, N.A., as indenture trustee, dated June 6, 2014, which was terminated and discharged as of June 28, 2022.
2020 Debt Indenture means the indenture among Baytex, as issuer, certain of its subsidiaries, as guarantors, and Computershare Trust Company, N.A., as indenture trustee, dated February 5, 2020, which was terminated and discharged as of April 16, 2024.
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2023 Debt Indenture means the indenture among Baytex, as issuer, certain of its subsidiaries, as guarantors, and Computershare Trust Company, N.A., as indenture trustee, dated April 27, 2023.

2024 Debt Indenture means the indenture among Baytex, as issuer, certain of its subsidiaries, as guarantors, and Computershare Trust Company, N.A., as indenture trustee, dated April 1, 2024.

2024 Notes means the 5.625% senior unsecured notes due June 1, 2024 issued by Baytex pursuant to the 2014 Debt Indenture which were redeemed as of June 2, 2022.
2027 Notes means the 8.750% senior unsecured notes due April 1, 2027 issued by Baytex pursuant to the 2020 Debt Indenture which were redeemed as of April 1, 2024.
2030 Notes means the 8.500% senior unsecured notes due April 30, 2030 issued by Baytex pursuant to the 2023 Debt Indenture.

2032 Notes means the 7.375% senior unsecured notes due March 15, 2032 issued by Baytex pursuant to the 2024 Debt Indenture.

ABCA means the Business Corporations Act (Alberta), R.S.A. 2000, c. B-9, as amended, including the regulations promulgated thereunder.
AIF means this annual information form of the Corporation dated March 4, 2025 for the year ended December 31, 2024.
Baytex Annual 2024 MD&A means Baytex's annual MD&A dated March 4, 2025 for the year ended December 31, 2024.

Canadian GAAP means generally accepted accounting principles in Canada, which are consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board.

Common Shares means the common shares of Baytex.
Credit Facilities means our US$1.1 billion secured covenant-based revolving credit facilities with a syndicate of financial institutions.

CSS means cyclic steam stimulation.
GHG means greenhouse gas.
MD&A means management's discussion and analysis of operating and financial results.
NCIB means normal course issuer bid.
Preferred Shares means preferred shares of Baytex.
SAGD means steam-assisted gravity drainage.
Senior Notes means, collectively, the 2030 Notes and the 2032 Notes.
Tax Act means the Income Tax Act (Canada), R.S.C. 1985, c. 1 (5th Supp.), as amended, including the regulations promulgated thereunder, as amended from time to time.
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Independent Engineering
Baytex Reserves Report means the report of McDaniel dated February 6, 2025 entitled ‘‘Baytex Energy Corp., Evaluation of Petroleum Reserves, Based on Forecast Prices and Costs, As of December 31, 2024’’.
COGE Handbook means the Canadian Oil and Gas Evaluation Handbook maintained by the Society of Petroleum Evaluation Engineers (Calgary Chapter), as amended from time to time.
McDaniel means McDaniel & Associates Consultants Ltd., independent petroleum consultants.
NI 51-101 means National Instrument 51-101 "Standards of Disclosure for Oil and Gas Activities" of the Canadian Securities Administrators.
Reserves Definitions
Gross means:
(a)in relation to our interest in production and reserves, our interest (operating and non-operating) share before deduction of royalties and without including any of our royalty interests;
(b)in relation to wells, the total number of wells in which we have an interest; and
(c)in relation to properties, the total area of properties in which we have an interest.
Net means:
(a)in relation to our interest in production and reserves, our interest (operating and non-operating) share after deduction of royalty obligations, plus our royalty interest in production or reserves;
(b)in relation to wells, the number of wells obtained by aggregating our working interest in each of our gross wells; and
(c)in relation to our interest in a property, the total area in which we have an interest multiplied by our working interest.
Forecast Prices and Costs are prices and costs that are:
(a)generally acceptable as being a reasonable outlook of the future; and
(b)if, and only to the extent that, there are fixed or presently determinable future prices or costs to which Baytex is legally bound by a contractual or other obligation to supply a physical product, including those for an extension period of a contract that is likely to be extended, those prices or costs rather than the prices and costs referred to in paragraph (a).
Reserves and Reserve Categories
Reserves are estimated remaining quantities of oil and natural gas and related substances anticipated to be recoverable from known accumulations, as of a given date, based on:
(a)analysis of drilling, geological, geophysical and engineering data;
(b)the use of established technology; and
(c)specified economic conditions, which are generally accepted as being reasonable (being the Forecast Prices and Costs used in the estimate).
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Proved reserves are those reserves that can be estimated with a high degree of certainty to be recoverable. It is likely that the actual remaining quantities recovered will exceed the estimated proved reserves.
Probable reserves are those additional reserves that are less certain to be recovered than proved reserves. It is equally likely that the actual remaining quantities recovered will be greater or less than the sum of the estimated proved plus probable reserves.
The qualitative certainty levels referred to in the definitions above are applicable to individual reserves entities (which refers to the lowest level at which reserves calculations are performed) and to reported reserves (which refers to the highest level sum of individual entity estimates for which reserves are presented). Reported reserves should target the following levels of certainty under a specific set of economic conditions:
(a)at least a 90 percent probability that the quantities actually recovered will equal or exceed the estimated proved reserves; and
(b)at least a 50 percent probability that the quantities actually recovered will equal or exceed the sum of the estimated proved plus probable reserves.
A qualitative measure of the certainty levels pertaining to estimates prepared for the various reserves categories is desirable to provide a clearer understanding of the associated risks and uncertainties. However, the majority of reserves estimates will be prepared using deterministic methods that do not provide a mathematically derived quantitative measure of probability. In principle, there should be no difference between estimates prepared using probabilistic or deterministic methods.
Development and Production Status
Each of the reserves categories (proved and probable) may be divided into developed and undeveloped categories:
(a)Developed reserves are those reserves that are expected to be recovered from existing wells and installed facilities or, if facilities have not been installed, that would involve a low expenditure (for example, when compared to the cost of drilling a well) to put the reserves on production. The developed category may be subdivided into the following categories:
i.Developed producing reserves are those reserves that are expected to be recovered from completion intervals open at the time of the estimate. These reserves may be currently producing or, if shut-in, they must have previously been on production, and the date of resumption of production must be known with reasonable certainty.
ii.Developed non-producing reserves are those reserves that either have not been on production, or have previously been on production, but are shut-in, and the date of resumption of production is unknown.
(b)Undeveloped reserves are those reserves expected to be recovered from known accumulations where a significant expenditure (for example, when compared to the cost of drilling a well) is required to render them capable of production. They must fully meet the requirements of the reserves classification (proved or probable) to which they are assigned.



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ABBREVIATIONS
Oil and Natural Gas Liquids Natural Gas
bbl barrel Mcf thousand cubic feet
Mbbl thousand barrels MMcf million cubic feet
MMbbl million barrels Bcf billion cubic feet
NGL natural gas liquids Mcf/d thousand cubic feet per day
bbl/d barrels per day MMcf/d million cubic feet per day
m3
cubic metres
MMbtu million British Thermal Units
Other
API the measure of the density or gravity of liquid petroleum products as compared to water
BOE or boe
barrel of oil equivalent, using the conversion factor of six Mcf of natural gas being equivalent to one bbl of oil. BOEs may be misleading, particularly if used in isolation. A BOE conversion ratio of 6 Mcf: 1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.
boe/d barrels of oil equivalent per day MEH Magellan East Houston
Mboe thousand barrels of oil equivalent MSW Mixed Sweet Blend
MMboe million barrels of oil equivalent WTI West Texas Intermediate
NYMEX the New York Mercantile Exchange WCS Western Canadian Select
AECO the natural gas storage facility located at Suffield, Alberta $ Million millions of dollars
$000s thousands of dollars

CONVERSIONS AND CONVENTIONS
The following table sets forth certain conversions between Standard Imperial Units and the International System of Units (or metric units).
To Convert From To Multiply By
Mcf Cubic metres 28.174
Cubic metres Cubic feet 35.494
Bbl Cubic metres 0.159
Cubic metres Bbl 6.293
Feet Metres 0.305
Metres Feet 3.281
Miles Kilometres 1.609
Kilometres Miles 0.621
Acres Hectares 0.400
Hectares Acres 2.500
Certain terms used herein are defined in NI 51-101 and, unless the context otherwise requires, shall have the same meanings in this AIF as in NI 51-101. Unless otherwise indicated, references in this AIF to "$" or "dollars" are to Canadian dollars and references to "US$" are to United States dollars. All financial information contained in this AIF has been presented in Canadian dollars in accordance with Canadian GAAP. All operational information contained in this AIF relates to our consolidated operations unless the context otherwise requires.
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SPECIAL NOTES TO READER
Forward-Looking Statements
In the interest of providing our Shareholders and potential investors with information about us, including management's assessment of our future plans and operations, certain statements in this AIF are "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation (collectively, "forward-looking statements"). In some cases, forward-looking statements can be identified by terminology such as "anticipate", "believe", "continue", "could", "estimate", "expect", "forecast", "intend", "may", "objective", "ongoing", "outlook", "potential", "project", "plan", "should", "target", "would", "will" or similar words suggesting future outcomes, events or performance. The forward-looking statements contained in this AIF speak only as of the date hereof and are expressly qualified by this cautionary statement.
Specifically, this AIF contains forward-looking statements relating to, but not limited to: our business strategies, plans and objectives; our 2025 guidance for exploration and development expenditures and production; our intentions to continue allocating our annual free cash flow to shareholder returns through share buybacks and debt reduction; our dividend policy and our intentions to continue paying dividends on a consistent basis and the timing thereof; our goal of building value by developing our assets and completing selective acquisitions; our belief that our asset base is somewhat unique; our ability to mitigate and adapt to changes in oil and gas prices; that we are competitive with similarly situated companies; that we do not expect to be materially affected by the renegotiation or termination of contracts in 2025; development plans for our properties; the expected benefits and continued performance of our increased Eagle Ford scale as a result of the Merger; undeveloped lease expiries; when we expect to pay material income taxes; our working interest production volume for 2025 based on the future net revenue disclosed in our reserves; our risk management policy's ability to manage our exposure to fluctuations in commodity prices, foreign exchange and interest rates; that we market our production with attention to maximizing value and counterparty performance; the development plans for our undeveloped reserves; our future abandonment and reclamation liabilities; our funding sources for development capital expenditures and our expectations that interest or other funding costs would not make development of any of our properties uneconomic; the impact of existing and proposed governmental and environmental regulation; our assessment of our tax filing position for the years 2011 through 2015; our expectations regarding the timing of receiving a judgement with respect to our notices of appeal with the Tax Court of Canada; and our expectations regarding timing should we be unsuccessful at the Tax of Court of Canada with respect to the aforementioned notices of appeal.
In addition, there are forward-looking statements in this AIF under the headings "General Description of Our Business" and "Statement of Reserves Data" as to our reserves, including with respect thereto, the future net revenues from our reserves, pricing and inflation rates, future development costs, the development of our proved undeveloped reserves and probable undeveloped reserves, future development costs, reclamation and abandonment obligations, tax horizon, exploration and development activities and production estimates.
These forward-looking statements are based on certain key assumptions regarding, among other things: oil and natural gas prices and differentials between light, medium and heavy crude oil prices; well production rates and reserve volumes; our ability to add production and reserves through our exploration and development activities; capital expenditure levels; our ability to borrow under our credit agreements; the receipt, in a timely manner, of regulatory and other required approvals for our operating activities; the availability and cost of labour and other industry services; interest and foreign exchange rates; the continuance of existing and, in certain circumstances, proposed tax and royalty regimes; our ability to develop our crude oil and natural gas properties in the manner currently contemplated; that we will have sufficient financial resources in the future to provide shareholder returns; and current industry conditions, laws and regulations continuing in effect (or, where changes are proposed, such changes being adopted
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as anticipated). Readers are cautioned that such assumptions, although considered reasonable by Baytex at the time of preparation, may prove to be incorrect.
Actual results achieved will vary from the information provided herein as a result of numerous known and unknown risks and uncertainties and other factors. Such factors include, but are not limited to: the risk of an extended period of low oil and natural gas prices (including as a result of tariffs); risks associated with our ability to develop our properties and add reserves; that we may not achieve the expected benefits of acquisitions and we may sell assets below their carrying value; the availability and cost of capital or borrowing; restrictions or costs imposed by climate change initiatives and the physical risks of climate change; the impact of an energy transition on demand for petroleum productions; availability and cost of gathering, processing and pipeline systems; retaining or replacing our leadership and key personnel; changes in income tax or other laws or government incentive programs; risks associated with large projects; risks associated with higher a higher concentration of activity and tighter drilling spacing; costs to develop and operate our properties; current or future controls, legislation or regulations; restrictions on or access to water or other fluids; public perception and its influence on the regulatory regime; new regulations on hydraulic fracturing; regulations regarding the disposal of fluids; risks associated with our hedging activities; variations in interest rates and foreign exchange rates; uncertainties associated with estimating oil and natural gas reserves; our inability to fully insure against all risks; risks associated with a third-party operating our Eagle Ford properties; additional risks associated with our thermal heavy crude oil projects; our ability to compete with other organizations in the oil and gas industry; risks associated with our use of information technology systems; adverse results of litigation; that our Credit Facilities may not provide sufficient liquidity or may not be renewed; failure to comply with the covenants in our debt agreements; risks associated with expansion into new activities; the impact of Indigenous claims; risks of counterparty default; impact of geopolitical risk and conflicts; loss of foreign private issuer status; conflicts of interest between the Corporation and its directors and officers; variability of share buybacks and dividends; risks associated with the ownership of our securities, including changes in market-based factors; risks for United States and other non-resident shareholders, including the ability to enforce civil remedies, differing practices for reporting reserves and production, additional taxation applicable to non-residents and foreign exchange risk; and other factors, many of which are beyond our control. Readers are cautioned that the foregoing list of risk factors is not exhaustive. New risk factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Readers should also carefully consider the matters discussed under the heading "Risk Factors" in this AIF.

The above summary of assumptions and risks related to forward-looking statements in this AIF has been provided in order to provide Shareholders and potential investors with a more complete perspective on our current and future operations and such information may not be appropriate for other purposes. There is no representation by us that actual results achieved will be the same in whole or in part as those referenced in the forward-looking statements and we do not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities law. The forward-looking statements contained in this AIF are expressly qualified by this cautionary statement.

The Corporation's future shareholder distributions, including but not limited to the payment of dividends and the future acquisition by the Corporation of Common Shares pursuant to a share buyback (including through its NCIB), if any, and the level thereof is uncertain. Any decision to pay dividends on the Common Shares (including the actual amount, the declaration date, the record date and the payment date in connection therewith) or acquire Common Shares pursuant to a share buyback will be subject to the discretion of the Board and may depend on a variety of factors, including, without limitation, the Corporation's business performance, financial condition, financial requirements, growth plans, expected capital requirements and other conditions existing at such future time including, without limitation, contractual restrictions (including covenants contained in the agreements governing any indebtedness
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that the Corporation has incurred or may incur in the future, including the terms of the Credit Facilities) and satisfaction of the solvency tests imposed on the Corporation under applicable corporate law. There can be no assurance of the number of Common Shares that the Corporation will acquire pursuant to a share buyback, if any, in the future. Further, the payment of dividends to shareholders is not assured or guaranteed and dividends may be reduced or suspended entirely.

This AIF contains information that may be considered a financial outlook under applicable securities laws about the Corporation's potential financial position, including, but not limited to, our 2025 guidance for development expenditures; our intentions of continuing to allocate our annual free cash flow to shareholder returns through a share buyback and debt reduction; our intentions to continue paying dividends; and when we expect to pay material income taxes, all of which are subject to numerous assumptions, risk factors, limitations and qualifications, including those set forth in the above paragraphs. The actual results of operations of the Corporation and the resulting financial results will vary from the amounts set forth in this AIF and such variations may be material. This information has been provided for illustration only and with respect to future periods are based on budgets and forecasts that are speculative and are subject to a variety of contingencies and may not be appropriate for other purposes. Accordingly, these estimates are not to be relied upon as indicative of future results. Except as required by applicable securities laws, the Corporation undertakes no obligation to update such financial outlook, whether as a result of new information, future events or otherwise. The financial outlook contained in this AIF was made as of the date of this AIF and was provided for the purpose of providing further information about the Corporation's potential future business operations. Readers are cautioned that the financial outlook contained in this AIF is not conclusive and is subject to change.

New York Stock Exchange
As a Canadian corporation listed on the NYSE, we are not required to comply with most of the NYSE's corporate governance standards and, instead, may comply with Canadian corporate governance practices. We are, however, required to disclose the significant differences between our corporate governance practices and the requirements applicable to U.S. domestic companies listed on the NYSE. Except as summarized on our website at www.baytexenergy.com, we are in compliance with the NYSE corporate governance standards.

Foreign Private Issuer Status
The Corporation continues to qualify as a foreign private issuer for the purposes of its U.S. securities filings based on the most recent assessment performed as at June 30, 2024. The Corporation is required to reassess this conclusion annually, at the end of the second quarter. See "Risk Factors – The Corporation could lose its status as a "foreign private issuer" in the United States, which may result in additional compliance costs and restricted access to capital markets.

Access to Documents
Any document referred to in this AIF and described as being accessible on the SEDAR+ website at www.sedarplus.ca or on EDGAR at www.sec.gov (including those documents referred to as being incorporated by reference in this AIF) may be obtained free of charge from us at Suite 2800, Centennial Place, East Tower, 520 - 3rd Avenue S.W., Calgary, Alberta, Canada, T2P 0R3.
CORPORATE STRUCTURE
Baytex Energy Corp. was incorporated on October 22, 2010 pursuant to the provisions of the ABCA. Baytex is the successor to the business of Baytex Energy Trust, which was transitioned to Baytex on December 31, 2010.
Our head and principal office is located at Suite 2800, Centennial Place, East Tower, 520 – 3rd Avenue S.W., Calgary, Alberta, Canada, T2P 0R3. Our registered office is located at 2400, 525 – 8th Avenue
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S.W., Calgary, Alberta, Canada, T2P 1G1. The Common Shares are currently traded on the TSX and the NYSE under the symbol "BTE".

Inter-Corporate Relationships
The following table provides the name, the percentage of voting securities owned by us and the jurisdiction of incorporation, continuance, formation or organization of our material subsidiaries either, direct or indirect, as at the date hereof.
Percentage of voting securities
(directly or indirectly)
Jurisdiction of Incorporation/
Formation
Baytex Energy Ltd. 100% Alberta
Baytex Energy USA, Inc. 100% Delaware

Our Organizational Structure
The following simplified diagram shows the inter-corporate relationships among us and our material subsidiaries as of the date hereof.
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DEVELOPMENT OF OUR BUSINESS
2022
Commodity prices were strong throughout the year; they increased during the first half of the year due to uncertainty surrounding global energy security and then retreated as a result of concerns over high inflation and slowing economic activity. The price for WTI averaged US$94.23/bbl for the year.

In February 2022, as a result of Baytex's significantly improved financial position, we announced an intent to allocate approximately 25% of annual free cash flow to direct shareholder returns through a share buyback with the remainder of free cash flow continuing to be allocated to debt reduction.

On April 1, 2022 we amended our Credit Facilities to, among other things, extend the term by two years to April 2026 and increase the aggregate principal amount available thereunder to US$850 million.

On May 2, 2022 we announced the approval of an NCIB allowing us to purchase up to 56,300,143 Common Shares during the 12-month period commencing May 9, 2022 and ending May 8, 2023. During the year ended December 31, 2022 we repurchased 24.3 million Common Shares at an average price of $6.54 per Common Share. In connection with the NCIB, we entered into an automatic share purchase plan with RBC Dominion Securities Inc. ("RBC") allowing RBC to purchase Common Shares under the
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NCIB when the Corporation would ordinarily not be permitted to purchase Common Shares due to regulatory restrictions and customary self-imposed blackout periods.

On June 1, 2022 we redeemed and canceled our remaining US$200 million of 2024 Notes. During the year we also made open market repurchases of US$90 million of 2027 Notes.

Effective November 4, 2022 the Board of Directors appointed Mr. Eric Greager to the position of President and Chief Executive Officer and as a Director, replacing Mr. LaFehr. Mr. LaFehr concurrently resigned as a Director, but remained as an advisor to the Board and to the President and Chief Executive Officer until February of 2023.

On November 17, 2022 we announced that Mr. Chad Kalmakoff was promoted to Chief Financial Officer of the Corporation from his previous position of Vice President, Finance, replacing Mr. Rodney Gray. Mr. Rodney Gray concurrently resigned as Executive Vice President and Chief Financial Officer.

On December 7, 2022 we announced our anticipated 2023 exploration and development expenditures range of $575-650 million designed to generate average annual production of 86,000-89,000 boe/d. We also announced that once the Corporation's net debt(1) decreased to $800 million we would increase direct shareholder returns to 50% of free cash flow and an ultimate debt target.

2023

Oil prices were lower in 2023 as a result of global supply growth which resulted in a balanced crude market relative to 2022 when prices were elevated as the global supply shortfall was exacerbated by uncertainty related to Russian supply. The price for WTI averaged US$77.62/bbl for the year.

On February 8, 2023 the Board of Directors appointed Ms. Angela S. Lekatsas as a Director and announced that Mr. Gregory Melchin did not intend to stand for election at the next annual meeting of shareholders.

On February 23, 2023 the Common Shares commenced trading on the NYSE.

On February 28, 2023 Baytex announced its intention to acquire Ranger by way of the Merger. The Merger was completed on June 20, 2023 pursuant to the agreement and plan of merger dated February 27, 2023, as amended from time to time, between Baytex, Ranger and Ranger Sub. As consideration under the Merger, Baytex issued approximately 311.4 million Common Shares and paid $732.8 million in cash to the former security holders of Ranger. Additionally, Baytex assumed CAD $1.1 billion of Ranger's net debt. The cash portion of the Merger was funded with the Corporation's expanded US$1.1 billion revolving Credit Facility, a US$150 million two-year term loan facility and the net proceeds from the issuance of US$800 million 2030 Notes. The term loan facility was fully repaid and cancelled in August of 2023.

The Merger increased our Eagle Ford scale and provided an operating platform to effectively allocate capital across the Western Canadian Sedimentary Basin and the Eagle Ford. Production from the Ranger assets is approximately 80% weighted towards high netback light oil and liquids.







(1)Capital management measure. See "Specified Financial Measures" in the Baytex Annual 2024 MD&A for information related to this measure, which section has been incorporated by reference herein. The Baytex Annual 2024 MD&A is available on SEDAR+ at www.sedarplus.ca.
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In conjunction with closing of the Merger, we increased direct shareholder returns to 50% of free cash flow, which allowed us to increase the value of our share buyback program and introduce a dividend. The remainder of our free cash flow was allocated to debt reduction. On June 23, 2023 we announced the renewal of our NCIB allowing us to purchase up to 68,417,028 Common Shares during the 12-month period commencing June 29, 2023 and ending June 28, 2024. In 2023, we returned approximately $260 million to shareholders through our share buyback program and dividends. As at December 31, 2023, we had repurchased 40.5 million Common Shares under the NCIB for approximately $222 million, representing 4.7% of our issued and outstanding Common Shares, at an average price of $5.48 per Common Share. In addition, during 2023, we declared two quarterly dividends of $0.0225 per Common Share, totaling approximately $38 million.

On closing of the Merger, Jeffrey E. Wojahn and Tiffany ("T.J.") Thom Cepak were appointed to the Board of Directors, providing continuity and experience with the Ranger business and expertise in U.S. regulatory and operating matters.

On November 27, 2023, we announced that we had entered into a definitive agreement to sell certain of our Viking assets located at Forgan and Plato in southwest Saskatchewan (the "Sold Viking Assets"), effective October 1, 2023. On December 11, 2023, we completed the divestiture of the Sold Viking Assets for proceeds of $159.7 million, including closing adjustments. Proceeds from the sale were applied against our Credit Facilities. Production from the Sold Viking Assets at the time of the sale was approximately 4,000 boe/d (100% light and medium crude oil).

On December 6, 2023 we announced our anticipated 2024 exploration and development expenditures range of $1.2 to $1.3 billion, which was designed to generate average annual production of 150,000-156,000 boe/d.
2024
Global benchmark prices for crude oil in 2024 were relatively consistent with 2023 as a result of global supply growth and stable demand which has resulted in a balanced crude oil market. The WTI benchmark price averaged US$75.72/bbl for 2024 compared to US$77.62/bbl for 2023.

On April 1, 2024, we closed a private offering of the 2032 Notes having an aggregated principal amount of US$575 million due 2032. Proceeds from the 2032 Notes were used to redeem the remaining US$409.8 million aggregate principal amount of the outstanding 2027 Notes, pay fees and expenses associated with the offering, and repay a portion of the debt outstanding on our Credit Facilities.

On April 22, 2024 we received an exemption order allowing Baytex to purchase up to ten percent (increased from five percent) of its public float of common shares through the NYSE and other U.S.-based trading systems as a part of an approved NCIB. The exemption is in place until August 1, 2025. On June 26, 2024 we announced the renewal of our NCIB allowing us to purchase up to 70,112,570 Common Shares during the 12-month period commencing July 2, 2024 and ending July 1, 2025.

On May 9, 2024 we amended our Credit Facilities to, among other things, extend the term by two years to May 2028 and maintained the aggregate principal amount available thereunder of US$1.1 billion.

In 2024, we returned approximately $290 million to shareholders through our share buyback program and dividends. During 2024, we repurchased 48.4 million common shares under our NCIB at an average price of $4.50 per share for total consideration of $217.9 million. In addition, we declared four quarterly dividends of $0.0225 per Common Share, totaling approximately $72 million.

On December 3, 2024 we announced our anticipated 2025 exploration and development expenditure range of $1.2 to $1.3 billion, which is designed to generate average annual production of 150,000-154,000 boe/d.

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On December 20, 2024 we announced the sale of our Kerrobert thermal asset located in southwest Saskatchewan (the "Sold Kerrobert Asset") for net proceeds of approximately $42 million, including closing adjustments. Proceeds from the sale were applied against our Credit Facilities. Production from the Sold Kerrobert Assets at the time of the sale was approximately 2,000 boe/d (100% heavy oil). To reflect the disposition, we updated our 2025 production guidance to 148,000 to 152,000 boe/d.

DESCRIPTION OF OUR BUSINESS
Overview
We are engaged in the acquisition, development and production of crude oil and natural gas in the Western Canadian Sedimentary Basin and the Eagle Ford in the United States. Approximately 85% of our production is weighted toward crude oil and NGLs. The Corporation and its predecessors have been in business for more than 30 years and our operating teams are well established with a track record of technical proficiency and operational success. Throughout our history we have endeavoured to create value for our stakeholders by developing our assets and completing selective acquisitions and divestitures.

Competitive Conditions
Baytex is in the oil and natural gas industry, which is highly competitive and capital intensive, and many competitors have financial resources which exceed our own. Baytex competes with other companies for all of its business inputs, including development prospects, access to commodity markets, acquisition opportunities, available capital and staffing. Our asset base is somewhat unique in that we have significant oil and gas assets in both Canada and the United States; however, on the whole, our competitive position is similar to that of other oil and natural gas producers of a similar size and production profile. See Industry Conditions and Risk Factors.
Environmental and Social Policies
We have an active program to monitor and comply with all environmental laws, rules and regulations applicable to our operations. Our policies require that all employees and contractors report all breaches or potential breaches of environmental laws, rules and regulations to our senior management and all applicable governmental authorities. Any material breaches of environmental law, rules and regulations must be reported to the Board of Directors. Our Health, Safety and Environment Policy is available on our website at www.baytexenergy.com.
In recognition of the importance of our Health, Safety and Environment Policy and targets, including our GHG and methane emission intensity reduction targets, the mandate of the reserves and sustainability committee of the Board of Directors includes specific responsibility for the "oversight and monitoring of the Corporation’s performance related to health, safety, environment, climate and other sustainability matters."
We published our first Corporate Responsibility Report in 2012 and published our seventh report in July of 2023. These reports detailed our efforts and performance regarding people, the environment, our community and stakeholders, and responsible business practices. Following the enactment of Bill C-59 which amended Canada's Competition Act we ceased the publication of our sustainability results and are limiting our public statements with respect to our sustainability objectives and performance.
See "Industry Conditions" and "Risk Factors".

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Cyclical and Seasonal Factors
Our operational results and financial condition are dependent on the prices received for our oil and natural gas production. Oil and natural gas prices have fluctuated widely during recent years. Such prices are determined by supply and demand factors, including weather and general economic conditions, as well as conditions in other oil and natural gas regions. Any decline in oil and natural gas prices could have an adverse effect on our financial condition. We mitigate such price risk by closely monitoring commodity markets, implementing our risk management programs and by maintaining financial liquidity. Additionally, we continually review our capital program and implement initiatives to adapt to such price changes. See "Industry Conditions" and "Risk Factors".
The level of activity in the oil and gas industry is dependent on access to areas where operations are conducted. In Canada, seasonal weather variations, including spring break-up which occurs annually, affects access in certain circumstances. In Canada and the United States, unexpected adverse weather conditions, such as flooding, extreme cold weather, heavy snowfall, heavy rainfall, hurricanes, and forest fires may restrict the Corporation's ability to access its properties and/or operate its wells. See "Industry Conditions" and "Risk Factors".
Renegotiation or Termination of Contracts
As at the date hereof, we do not anticipate that any aspects of our business will be materially affected during the remainder of 2025 by the renegotiation or termination of any contracts to which we are a party.
Personnel
As at December 31, 2024, Baytex had 370 employees, comprised of 168 employees in our Calgary office, 67 employees in our Houston office, 58 employees in our Canadian field operations and 77 employees in our US field operations.

PRINCIPAL PROPERTIES
The following is a description of our principal oil and natural gas properties on production or under development as at December 31, 2024. Unless otherwise specified, gross and net acres and well count information are as at December 31, 2024 and production information represents average working interest production for the year ended December 31, 2024. All of our properties are located onshore.
Eagle Ford - Texas
Our Eagle Ford assets are located in the Eagle Ford shale of South Texas and are comprised of operated assets and non-operated assets. Our operated assets were acquired through the Ranger Merger and are comprised of operated working interests in approximately 190,939 (166,192 net) acres located principally in the Gonzales, Lavaca, Fayette and Dewitt counties with an average working interest of approximately 88%. Our non-operated assets include working interests in approximately 78,212 (19,931 net) acres, comprised of four areas of mutual interest principally located in Karnes County (Sugarloaf, Longhorn, Ipanema and Excelsior) with an average working interest of approximately 25%. Our non-operated position is operated by an operating subsidiary of ConocoPhillips Company (NYSE: COP), pursuant to the terms of industry-standard joint operating agreements, joint venture agreements with non-AMI working interest holders where wells produce from AMI and non-AMI lands as well as negotiated agreements with ConocoPhillips and other working interest owners related to facilities, marketing and supplemental development. Production from our Eagle Ford assets occurs from the hydraulic fracturing of horizontal wells.

During 2024, production from the Eagle Ford assets averaged approximately 89,100 boe/d, comprised of 72,291 bbl/d of light and medium crude oil (including condensate and NGL) and 100,850 Mcf/d of shale gas. During this period, Baytex participated in the completion of 111 (63.7 net) wells, resulting in 89 (49.7 net) oil wells and 22 (14.0 net) natural gas wells. As at December 31, 2024, our proved plus probable reserves were 401 million boe (277 million proved; 124 million probable).
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As at December 31, 2024, the undeveloped land base associated with the Eagle Ford assets consisted of 24,244 net acres.
Peace River - Alberta
In the Peace River area of northwest Alberta we produce heavy gravity crude oil and natural gas from the Bluesky formation and heavy gravity crude oil from the Spirit River (a Clearwater equivalent) formation. The core of our developing Clearwater play is located on the Peavine Métis settlement. Production in the area occurs through primary and polymer flooding recovery methods. During 2024, production from the area averaged approximately 30,320 boe/d, comprised of 28,491 bbl/d of heavy crude oil, 47 bbl/d of NGL and 10,691 Mcf/d of conventional natural gas. In 2024, Baytex drilled 42 (42.0 net) horizontal multi-lateral wells in this area. As at December 31, 2024, we had proved plus probable reserves of 56 million boe (34 million proved; 22 million probable).
Baytex held approximately 287,660 net undeveloped acres in this area as at December 31, 2024.
Lloydminster - Alberta and Saskatchewan
Our Lloydminster assets consist of several geographically dispersed heavy crude oil operations that include primary and thermal production. In some cases, Baytex's heavy crude oil reservoirs are water flooded and polymer flooded. In 2024, production averaged approximately 13,383 boe/d, which was comprised of 10,819 bbl/d of heavy crude oil, 2,301 bbl/d of bitumen, 15 bbl/d of light and medium crude oil, and 1,491 Mcf/d of conventional natural gas. In 2024, Baytex drilled 41 (40.2 net) oil wells in this area. As at December 31, 2024, we had proved plus probable reserves of 81 million boe (23 million proved; 58 million probable).
We held approximately 181,450 net undeveloped acres in this area at December 31, 2024.
Duvernay - Alberta
Baytex holds a large 100% working interest land position in the East Duvernay resource play in central Alberta. Production in the area occurs from the hydraulic fracturing of horizontal wells. In 2024, production averaged 6,113 boe/d, comprised of 4,996 bbl/d of light crude oil and NGL and 6,700 Mcf/d of conventional natural gas. During 2024, Baytex drilled 7 (7.0 net) oil wells. As at December 31, 2024, we had proved plus probable reserves of 66 million boe (38 million proved; 28 million probable) and net undeveloped lands of approximately 55,039 net acres.
Viking - Alberta and Saskatchewan
Our Viking assets are located in the greater Dodsland area in southwest Saskatchewan and in the Esther area of southeastern Alberta. These assets were acquired through a business combination with Raging River Exploration Inc. in 2018 and produce light oil from the Viking formation. Production in the area occurs primarily from the hydraulic fracturing of horizontal wells. In some areas, reservoirs are placed under waterflood. In 2024, the Viking assets produced 10,589 boe/d, comprised of 8,904 bbl/d of light and medium crude oil and NGL, 10,075 Mcf/d of conventional natural gas, and 6 bbl/d of heavy crude oil. These assets are characterized by shallow wells with short cycle times and a manufacturing approach to development. In 2024, Baytex completed 95 (94.9 net) oil wells. As at December 31, 2024 we had proved plus probable reserves of 43 million boe (27 million proved; 16 million probable).
The undeveloped land base associated with the retained Viking assets consisted of 70,226 net acres at December 31, 2024.
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Average Production
The following table indicates our average daily production from our principal properties for the year ended December 31, 2024.
Heavy Crude Oil
(bbl/d)
Bitumen
(bbl/d)
Light and Medium Crude Oil
(bbl/d)
Tight Oil
(bbl/d)
NGL(1)
(bbl/d)
Shale Gas
(Mcf/d)
Conventional Natural Gas
(Mcf/d)
Oil Equivalent
(boe/d)
Canada - Heavy
Peace River 28,491  —  —  —  47  —  10,691  30,320 
Lloydminster 10,819  2,301  15  —  —  —  1,491  13,383 
Total 39,310  2,301  15  —  47  —  12,182  43,703 
Canada - Light
Viking —  8,643  —  261  —  10,075  10,589 
Duvernay —  —  —  2,940  2,056  6,700  —  6,113 
Remaining properties 696  —  266  —  504  —  12,455  3,543 
Total 702  —  8,909  2,940  2,821  6,700  22,530  20,245 
United States
Eagle Ford —  —  —  53,358  18,933  100,850  —  89,100 
Grand Total 40,012  2,301  8,924  56,298  21,801  107,550  34,712  153,048 
Note:
(1)Includes condensate.

Costs Incurred
The following table summarizes the property acquisition, exploration and development costs by country for the year ended December 31, 2024.
($000s) Canada United States Total
Property acquisition costs
Proved properties 9,534  3,526  13,060 
Unproved properties 39,355  —  39,355 
Property disposition (41,149) (5,346) (46,495)
Total Property acquisition costs, net 7,740  (1,820) 5,920 
Development Costs (1)
489,486  767,147  1,256,633 
Total 497,226  765,327  1,262,553 
Notes:
(1)Development and facilities expenditures.

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Oil and Gas Wells
The following table sets forth the number and status of wells in which we have a working interest as at December 31, 2024.
Oil Wells Natural Gas Wells
Producing Non-Producing Producing Non-Producing
Gross Net Gross Net Gross Net Gross Net
Alberta 992  880.4  1,023  623.9  103  57.4  225  148.0 
Saskatchewan 2,425  2,174.6  1,415  1,378.3  65  33.8  177  161.0 
Texas 1,777  943.1  163  95.2  614  273.9  28  7.3 
Total 5,194  3,998.1  2,601  2,097.4  782  365.1  430  316.3 
Properties with No Attributed Reserves
The following table sets forth our undeveloped land holdings as at December 31, 2024.
Undeveloped Acres
Gross Net
Alberta 622,176  519,377 
Saskatchewan 196,627  164,961 
Texas 27,071  24,244 
Total 845,874  708,582 
Undeveloped land holdings are lands that have not been assigned reserves as at December 31, 2024. None of these undeveloped properties have high expected development or operating costs or contractual sales obligations to produce and sell at substantially lower prices than could be realized under normal market conditions.
We estimate the value of our net undeveloped land holdings at December 31, 2024 to be approximately $251 million, as compared to $248 million as at December 31, 2023. This internal evaluation generally represents the estimated replacement cost of our undeveloped land and excludes approximately 12,171 net acres of our undeveloped land that we expect to expire on or before December 31, 2025. In determining replacement cost, we analyzed land sale prices paid at provincial crown land sales for properties in the vicinity of our undeveloped land holdings over the preceding three years.
Tax Horizon
Baytex does not expect to pay material cash income taxes prior to 2026 in both the U.S. and Canada when forecasted using the commodity price forecasts and inflation rates as of January 1, 2025 used to prepare the Reserves Report.

Despite this tax horizon, Baytex is subject to other taxes, such as taxes related to the repatriation of foreign earnings, certain U.S. state taxes, global minimum taxes, capital taxes and taxes on share buy backs (together, the “Other Taxes”).

Other Taxes amounted to $26 million in 2024 or 1% of EBITDA(1). Baytex forecasts that Other Taxes will amount to 1% of EBITDA during 2025 and that income and Other Taxes combined will rise as a percentage of EBITDA from 2026 onwards, averaging 10 - 15% once available non-capital loss pools are fully utilized, and the full tax horizon is reached.



(1)Calculated in accordance with our amended credit facilities agreement which is available on SEDAR+ at www.sedarplus.ca.

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Exploration and Development Activities

The following table sets forth the gross and net exploratory and development wells in which we participated during the year ended December 31, 2024.

Exploratory Wells Development Wells Total Wells
Gross Net Gross Net Gross Net
CANADA
Oil Wells —  —  184  183.1  184  183.1 
Natural Gas Wells —  —  2.0  2.0 
Stratigraphic Test Wells 10  10.0  —  —  10  10.0 
Service Wells —  —  4.0  4.0 
Dry Holes —  —  —  — 
Total 10  10.0  190  189.1  200  199.1 
UNITED STATES
Oil Wells —  —  86  49.1  86  49.1 
Natural Gas Wells —  —  18  12.2  18  12.2 
Stratigraphic Test Wells —  —  —  —  —  — 
Service Wells —  —  —  —  —  — 
Dry Holes —  —  —  —  —  — 
Total —  —  104  61.3  104  61.3 

Production Estimates
The following table sets out the volumes of our working interest production estimated for the year ending December 31, 2025, which is reflected in the estimate of future net revenue disclosed in the forecast price tables contained under "Statement of Reserves Data - Disclosure of Reserves Data".
Heavy Crude Oil
(bbl/d)
Bitumen
(bbl/d)
Light and Medium Crude Oil
(bbl/d)
Tight Oil
(bbl/d)
NGL
(bbl/d)(1)
Shale Gas
(Mcf/d)
Natural Gas
(Mcf/d)
Oil Equivalent
(boe/d)
CANADA
Total Proved 32,383  —  8,796  3,365  3,216  8,664  34,045  54,878 
Total Proved plus Probable 37,147  —  9,512  3,655  3,474  9,397  36,346  61,412 
UNITED STATES
Total Proved —  —  —  46,724  18,156  82,529  —  78,635 
Total Proved plus Probable —  —  —  49,644  19,384  87,987  —  83,692 
TOTAL
Total Proved 32,383  —  8,796  50,089  21,372  91,193  34,045  133,513 
Total Proved plus Probable 37,147  —  9,512  53,299  22,858  97,383  36,346  145,104 
Note:
(1)Includes condensate.

The Eagle Ford property is the only property that accounts for 20% or more of the estimated 2025 production volumes. Estimated 2025 production volumes for the Eagle Ford property is 78,635 boe/d on a total proved basis and 83,692 boe/d on a total proved plus probable basis.
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Production History
The following table summarizes certain information in respect of the production, product prices received, royalties paid, production costs and resulting netback associated with our reserves data for the periods indicated below.
Three Months Ended Year Ended
Dec. 31, 2024 Sep. 30, 2024 Jun. 30, 2024 Mar. 31, 2024 Dec. 31, 2024
Average Sales Volume (1)
CANADA
Light and Medium Crude Oil (bbl/d) 8,022  9,662  8,463  9,554  8,924 
Heavy Crude Oil (bbl/d) 40,237  40,578  41,271  37,956  40,012 
Bitumen (bbl/d) 1,990  2,181  2,432  2,604  2,301 
Tight Oil (bbl/d) 3,417  4,018  2,507  1,801  2,940 
NGL (bbl/d) (2)
3,648  2,634  2,415  2,769  2,868 
Total liquids (bbl/d) 57,314  59,073  57,088  54,684  57,045 
Shale Gas (Mcf/d) 7,918  7,529  5,874  5,456  6,700 
Conventional Natural Gas (Mcf/d) 40,195  26,037  33,725  38,924  34,712 
Total (boe/d) 65,332  64,668  63,688  62,081  63,948 
UNITED STATES
Tight Oil (bbl/d) 51,857  54,547  53,972  53,061  53,358 
NGL (bbl/d) (2)
18,925  18,818  19,841  18,150  18,933 
Total liquids (bbl/d) 70,782  73,365  73,813  71,211  72,291 
Shale Gas (Mcf/d) 100,679  98,609  100,165  103,973  100,850 
Total (boe/d) 87,562  89,800  90,506  88,540  89,100 
TOTAL
Light and Medium Crude Oil (bbl/d) 8,022  9,662  8,463  9,554  8,924 
Heavy Crude Oil (bbl/d) 40,237  40,578  41,271  37,956  40,012 
Bitumen (bbl/d) 1,990  2,181  2,432  2,604  2,301 
Tight Oil (bbl/d) 55,274  58,565  56,479  54,862  56,298 
NGL (bbl/d) (2)
22,573  21,452  22,256  20,919  21,801 
Total liquids (bbl/d) 128,096  132,438  130,901  125,895  129,336 
Shale Gas (Mcf/d) 108,597  106,138  106,039  109,429  107,550 
Conventional Natural Gas (Mcf/d) 40,195  26,037  33,725  38,924  34,712 
Total (boe/d) 152,894  154,468  154,194  150,620  153,048 
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Three Months Ended Year Ended
Dec. 31, 2024 Sep. 30, 2024 Jun. 30, 2024 Mar. 31, 2024 Dec. 31, 2024
CANADA
Average Prices Received (3)
Light and Medium Crude Oil ($/bbl) 93.21  96.64  103.54  91.16  96.03 
Heavy Crude Oil ($/bbl) 69.90  75.84  82.18  65.07  73.42 
Bitumen ($/bbl) 73.09  78.85  84.22  67.36  75.77 
Tight Oil ($/bbl) 95.03  96.77  102.57  90.59  96.55 
NGL ($/bbl) (2)
28.16  28.24  27.47  29.71  28.41 
Shale Gas ($/Mcf) 1.41  0.67  1.14  2.20  1.30 
Conventional Natural Gas ($/Mcf) 1.43  1.10  1.24  2.46  1.61 
Total ($/boe) (4)
64.31  72.37  76.07  62.33  68.79 
Royalties Paid
Light and Medium Crude Oil and NGL ($/bbl) (2)(5)
4.69  5.22  7.22  7.38  6.11 
Heavy Crude Oil ($/bbl) 13.82  15.80  16.05  12.76  14.64 
Bitumen ($/bbl) 7.11  13.50  12.75  7.16  10.13 
Tight Oil ($/bbl) 10.50  10.20  11.53  10.94  10.68 
Shale Gas ($/Mcf) 0.09  0.01  0.20  0.16  0.10 
Conventional Natural Gas ($/Mcf) (0.12) (0.01) (0.02) 0.19  0.01 
Total ($/boe) (6)
10.05  11.99  12.58  10.01  11.16 
Operating Expenses (7)
Light and Medium Crude Oil and NGL ($/bbl) (2)(5)
15.46  15.50  16.71  17.08  16.18 
Heavy Crude Oil ($/bbl) 13.53  14.75  14.45  14.70  14.35 
Bitumen ($/bbl) 7.33  24.02  17.85  17.32  16.88 
Tight Oil ($/bbl) 7.20  7.31  6.77  10.43  7.64 
Shale Gas ($/Mcf) 1.20  1.22  1.13  1.74  1.30 
Conventional Natural Gas ($/Mcf) 2.09  2.68  2.44  2.48  2.39 
Total ($/boe) (6)
13.12  14.69  14.57  15.12  14.36 
Transportation Expenses
Light and Medium Crude Oil and NGL ($/bbl) (2)(5)
0.81  0.89  0.81  0.67  0.80 
Heavy Crude Oil ($/bbl) 4.98  5.63  4.45  4.51  4.90 
Bitumen ($/bbl) 2.15  2.39  2.08  2.32  2.24 
Tight Oil ($/bbl) 1.72  1.79  1.36  1.37  1.61 
Shale Gas ($/Mcf) 0.29  0.30  0.23  0.23  0.26 
Conventional Natural Gas ($/Mcf) 0.31  0.61  0.38  0.28  0.37 
Total ($/boe) (6)
3.59  4.17  3.38  3.22  3.60 
Resulting Netback (3)(8)
Light and Medium Crude Oil and NGL ($/bbl) (2)(5)
51.92  60.38  61.91  52.22  56.50 
Heavy Crude Oil ($/bbl) 37.57  39.66  47.23  33.10  39.53 
Bitumen ($/bbl) 56.50  38.94  51.54  40.56  46.52 
Tight Oil ($/bbl) 75.61  77.47  82.91  67.85  76.62 
Shale Gas ($/Mcf) (0.17) (0.86) (0.42) 0.07  (0.36)
Conventional Natural Gas ($/Mcf) (0.85) (2.18) (1.56) (0.49) (1.16)
Total ($/boe) (4)
37.55  41.52  45.54  33.98  39.67 
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Three Months Ended Year Ended
Dec. 31, 2024 Sep. 30, 2024 Jun. 30, 2024 Mar. 31, 2024 Dec. 31, 2024
UNITED STATES
Average Prices Received (3)
Tight Oil ($/bbl) 97.06  101.86  109.72  101.79  102.65 
NGL ($/bbl) (2)
34.05  33.50  35.52  32.66  33.96 
Shale Gas ($/Mcf) 3.02  2.53  2.37  2.37  2.57 
Total ($/boe) (4)
68.31  71.68  75.83  70.48  71.60 
Royalties Paid
Tight Oil ($/bbl) 25.92  28.12  29.67  27.73  27.88 
NGL ($/bbl) (2)
9.14  8.82  9.30  8.28  8.90 
Shale Gas ($/Mcf) 0.72  (0.43) 0.55  0.53  0.35 
Total ($/boe) (6)
18.16  18.45  20.34  18.94  18.98 
Operating Expenses (7)
Tight Oil ($/bbl) 8.29  9.65  10.11  10.93  9.75 
NGL ($/bbl) (2)
8.29  9.65  10.11  10.93  9.73 
Shale Gas ($/Mcf) 1.38  1.61  1.69  1.82  1.63 
Total ($/boe) (6)
8.29  9.65  10.11  10.93  9.75 
Transportation Expenses
Tight Oil ($/bbl) 1.43  1.46  1.67  1.44  1.50 
NGL ($/bbl) (2)
1.43  1.46  1.67  1.44  1.50 
Shale Gas ($/Mcf) 0.24  0.24  0.28  0.24  0.25 
Total ($/boe) (6)
1.43  1.46  1.67  1.44  1.50 
Resulting Netback (3)(8)
Tight Oil ($/bbl) 61.42  62.63  68.27  61.69  63.52 
NGL ($/bbl) (2)
15.19  13.57  14.44  12.01  13.83 
Shale Gas ($/Mcf) 0.68  1.11  (0.15) (0.22) 0.34 
Total ($/boe) (4)
40.43  42.12  43.71  39.17  41.37 
Notes:
(1)Before deduction of royalties.
(2)NGL includes condensate.
(3)Before the effects of commodity derivative instruments.
(4)Non-GAAP measure that does not have any standardized meaning prescribed by IFRS and may not be comparable with the calculation of similar measures presented by other entities. See "Specified Financial Measures" in the Baytex Annual 2024 MD&A for information related to this measure, which section has been incorporated by reference herein. The Baytex Annual 2024 MD&A are available on SEDAR+ at www.sedarplus.ca.
(5)In Canada, NGL volumes are grouped with light crude oil volumes for reporting purposes.
(6)Supplementary financial measure. See "Royalties", "Operating Expense", and "Transportation Expense" in the Baytex Annual 2024 MD&A for information related to this measure, which section has been incorporated by reference herein. Baytex Annual 2024 MD&A are available on SEDAR+ at www.sedarplus.ca.
(7)Operating expenses are composed of direct costs incurred to operate both oil and gas wells. A number of assumptions are required to allocate these costs between oil, Conventional natural gas and NGL production.
(8)Netback is calculated by subtracting royalties paid, operating and transportation expenses from revenues.
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Marketing Arrangements and Forward Contracts
We market our operated oil and natural gas production with the objective of maximizing value and counterparty performance. We have a portfolio of sales contracts with a variety of pricing mechanisms, term commitments and customers and we also have several committed transportation and processing contracts with volume and term commitments that enable us to transport our production to sales points. Production from our non-operated assets in the Eagle Ford is marketed by the operator. The Corporation also has a risk management policy pursuant to which we utilize various derivative financial instruments and physical sales contracts to manage our exposure to fluctuations in commodity prices, foreign exchange and interest rates. We also use derivative instruments in various operational markets to optimize our supply or production chain.

When marketing and hedging we engage a number of reputable counterparties to ensure competitiveness, while also managing counterparty credit exposure. For details on our contractual commitments to sell natural gas and crude oil which were outstanding at March 4, 2025, see Note 18 to our audited consolidated financial statements for the year ended December 31, 2024. See Risk Factors.

STATEMENT OF RESERVES DATA
The Baytex Reserves Report has been prepared in accordance with the standards contained in the COGE Handbook and the reserves definitions contained in NI 51‑101. The statement of reserves data and other oil and natural gas information set forth below is dated December 31, 2024. The effective date of the Baytex Reserves Report is December 31, 2024 and the preparation date of the statement is February 6, 2025. The Baytex Reserves Report was prepared using the average commodity price forecasts and inflation rates of McDaniel, GLJ Petroleum Consultants Ltd. and Sproule Associates Limited as of January 1, 2025.
Disclosure of Reserves Data
The following tables are a combined summary as at December 31, 2024 of our proved and probable heavy crude oil, bitumen, light and medium oil, tight oil, NGL, conventional natural gas and shale gas reserves and the net present value of the future net revenue attributable to such reserves evaluated in the Baytex Reserves Report. Our reserves are located in Canada (Alberta and Saskatchewan) and the United States (Texas).
All evaluations of future net revenue are after the deduction of future income tax expenses (unless otherwise noted in the tables), royalties, development costs, production costs and well abandonment costs but before consideration of indirect costs such as administrative, overhead and other miscellaneous expenses. The estimated future net revenue contained in the following tables does not necessarily represent the fair market value of our reserves. There is no assurance that the forecast price and cost assumptions contained in the Baytex Reserves Report will be attained and variations could be material. The tables summarize the data contained in the Baytex Reserves Report and, as a result, may contain slightly different numbers and columns in the tables may not add due to rounding. Other assumptions and qualifications relating to costs and other matters are summarized in the notes to or following the tables below.
The recovery and reserves estimates described herein are estimates only and there is no guarantee that the estimated reserves will be recovered. Readers should review the definitions and information contained in "Selected Terms - Reserves Definitions", "Selected Terms - Reserves and Reserve Categories" and "Selected Terms - Development and Production Status" in conjunction with the following tables and notes. For more information as to the risks involved, see "Risk Factors".
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SUMMARY OF OIL AND NATURAL GAS RESERVES
AS OF DECEMBER 31, 2024
FORECAST PRICES AND COSTS
CANADA
TIGHT OIL LIGHT AND MEDIUM CRUDE OIL HEAVY CRUDE OIL
RESERVES CATEGORY Gross
(Mbbl)
Net
(Mbbl)
Gross
(Mbbl)
Net
(Mbbl)
Gross
(Mbbl)
Net
(Mbbl)
PROVED:
   Developed Producing
3,446  2,898  9,131  8,662  34,250  28,915 
   Developed Non‑Producing
—  —  352  329  2,024  1,808 
   Undeveloped
12,489  10,635  14,122  13,362  19,082  16,720 
TOTAL PROVED 15,935  13,533  23,604  22,353  55,357  47,443 
PROBABLE 11,406  9,258  13,644  12,670  34,190  28,224 
TOTAL PROVED PLUS PROBABLE 27,341  22,791  37,248  35,023  89,547  75,667 
CANADA
BITUMEN SHALE GAS
CONVENTIONAL NATURAL GAS (1)
RESERVES CATEGORY Gross
(Mbbl)
Net
(Mbbl)
Gross
(MMcf)
Net
(MMcf)
Gross
(MMcf)
Net (MMcf)
PROVED:
   Developed Producing
—  —  11,829  10,795  48,570  44,240 
   Developed Non‑Producing
—  —  —  —  1,596  1,494 
   Undeveloped
—  —  36,811  33,205  24,623  21,496 
TOTAL PROVED —  —  48,640  44,000  74,789  67,231 
PROBABLE 44,489  34,897  37,041  32,997  38,344  33,877 
TOTAL PROVED PLUS PROBABLE 44,489  34,897  85,680  76,996  113,133  101,107 
CANADA
NATURAL GAS LIQUIDS (2)
TOTAL RESERVES
RESERVES CATEGORY Gross
(Mbbl)
Net
(Mbbl)
Gross
(Mboe)
Net
(Mboe)
PROVED:
   Developed Producing
4,576  3,973  61,470  53,621 
   Developed Non‑Producing
38  33  2,679  2,419 
   Undeveloped
11,183  9,780  67,115  59,614 
TOTAL PROVED 15,797  13,787  131,265  115,654 
PROBABLE 11,400  9,754  127,692  105,949 
TOTAL PROVED PLUS PROBABLE 27,197  23,541  258,957  221,603 
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UNITED STATES
TIGHT OIL SHALE GAS
NATURAL GAS LIQUIDS (2)
RESERVES CATEGORY Gross
(Mbbl)
Net
(Mbbl)
Gross
(MMcf)
Net
(MMcf)
Gross
(Mbbl)
Net
(Mbbl)
PROVED:
   Developed Producing
70,477  53,823  135,135  102,419  32,741  24,647 
   Developed Non‑Producing
1,517  1,121  4,302  3,188  1,451  1,074 
   Undeveloped
80,270  61,482  151,698  114,012  41,934  31,342 
TOTAL PROVED 152,265  116,425  291,135  219,618  76,126  57,062 
PROBABLE 73,392  56,005  115,954  87,380  31,414  23,535 
TOTAL PROVED PLUS PROBABLE 225,657  172,430  407,089  306,998  107,539  80,598 
UNITED STATES
TOTAL RESERVES
RESERVES CATEGORY Gross
(Mboe)
Net
(Mboe)
PROVED:
   Developed Producing
125,740  95,539 
   Developed Non‑Producing
3,685  2,726 
   Undeveloped
147,487  111,825 
TOTAL PROVED 276,913  210,091 
PROBABLE 124,132  94,103 
TOTAL PROVED PLUS PROBABLE 401,044  304,194 

TOTAL
TIGHT OIL LIGHT AND MEDIUM CRUDE OIL HEAVY CRUDE OIL
RESERVES CATEGORY Gross
(Mbbl)
Net
(Mbbl)
Gross
(Mbbl)
Net
(Mbbl)
Gross
(Mbbl)
Net
(Mbbl)
PROVED:
   Developed Producing
73,924  56,721  9,131  8,662  34,250  28,915 
   Developed Non‑Producing
1,517  1,121  352  329  2,024  1,808 
   Undeveloped
92,759  72,117  14,122  13,362  19,082  16,720 
TOTAL PROVED 168,200  129,958  23,604  22,353  55,357  47,443 
PROBABLE 84,798  65,263  13,644  12,670  34,190  28,224 
TOTAL PROVED PLUS PROBABLE 252,998  195,221  37,248  35,023  89,547  75,667 
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TOTAL
BITUMEN SHALE GAS
CONVENTIONAL NATURAL GAS (1)
RESERVES CATEGORY Gross
(Mbbl)
Net
(Mbbl)
Gross
(MMcf)
Net
(MMcf)
Gross
(MMcf)
Net
(MMcf)
PROVED:
   Developed Producing
—  —  146,964  113,214  48,570  44,240 
   Developed Non‑Producing
—  —  4,302  3,188  1,596  1,494 
   Undeveloped
—  —  188,509  147,217  24,623  21,496 
TOTAL PROVED —  —  339,775  263,618  74,789  67,231 
PROBABLE 44,489  34,897  152,995  120,376  38,344  33,877 
TOTAL PROVED PLUS PROBABLE 44,489  34,897  492,770  383,994  113,133  101,107 
TOTAL
NATURAL GAS LIQUIDS (2)
TOTAL RESERVES
RESERVES CATEGORY Gross
(Mbbl)
Net
(Mbbl)
Gross
(Mboe)
Net
(Mboe)
PROVED:
   Developed Producing
37,317  28,620  187,211  149,160 
   Developed Non‑Producing
1,489  1,108  6,364  5,145 
   Undeveloped
53,117  41,121  214,602  171,440 
TOTAL PROVED 91,923  70,849  408,177  325,745 
PROBABLE 42,813  33,290  251,824  200,052 
TOTAL PROVED PLUS PROBABLE 134,736  104,139  660,001  525,797 
Notes:
(1)Conventional natural gas includes associated, non-associated and solution gas.
(2)Natural gas liquids includes condensate.

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SUMMARY OF NET PRESENT VALUES OF FUTURE NET REVENUE
AS OF DECEMBER 31, 2024
FORECAST PRICES AND COSTS
CANADA
BEFORE INCOME TAXES DISCOUNTED AT (%/year)
UNIT VALUE BEFORE TAX
RESERVES CATEGORY 0%
($000s)
5%
($000s)
10%
($000s)
15%
($000s)
20%
($000s)
10%
$/boe
PROVED:
   Developed Producing 392,289  855,536  903,219  874,697  832,191  16.84 
   Developed Non‑Producing 93,654  82,268  73,391  66,304  60,529  30.34 
   Undeveloped 1,404,320  952,750  666,872  475,678  342,078  11.19 
   TOTAL PROVED 1,890,263  1,890,554  1,643,482  1,416,678  1,234,798  14.21 
PROBABLE 4,030,850  2,259,315  1,444,540  1,007,359  745,407  13.63 
TOTAL PROVED PLUS PROBABLE 5,921,113  4,149,869  3,088,022  2,424,037  1,980,205  13.93 
UNITED STATES
BEFORE INCOME TAXES DISCOUNTED AT (%/year)
UNIT VALUE BEFORE TAX
RESERVES CATEGORY 0%
($000s)
5%
($000s)
10%
($000s)
15%
($000s)
20%
($000s)
10%
$/boe
PROVED:
   Developed Producing 3,273,104  2,895,319  2,485,779  2,179,079  1,950,622  26.02 
   Developed Non‑Producing 140,990  88,798  64,512  50,745  41,907  23.66 
   Undeveloped 2,297,592  1,385,262  852,120  512,888  285,176  7.62 
   TOTAL PROVED 5,711,686  4,369,378  3,402,410  2,742,712  2,277,704  16.19 
PROBABLE 4,211,353  2,413,174  1,552,784  1,085,312  806,399  16.50 
TOTAL PROVED PLUS PROBABLE 9,923,039  6,782,552  4,955,194  3,828,024  3,084,103  16.29 
TOTAL
BEFORE INCOME TAXES DISCOUNTED AT (%/year)
UNIT VALUE BEFORE TAX
RESERVES CATEGORY 0%
($000s)
5%
($000s)
10%
($000s)
15%
($000s)
20%
($000s)
10%
$/boe
PROVED:
   Developed Producing 3,665,393  3,750,855  3,388,997  3,053,775  2,782,813  22.72 
   Developed Non‑Producing 234,644  171,066  137,903  117,048  102,436  26.80 
   Undeveloped 3,701,912  2,338,011  1,518,992  988,566  627,254  8.86 
   TOTAL PROVED 7,601,949  6,259,932  5,045,892  4,159,390  3,512,502  15.49 
PROBABLE 8,242,203  4,672,488  2,997,324  2,092,671  1,551,806  14.98 
TOTAL PROVED PLUS PROBABLE 15,844,152  10,932,421  8,043,216  6,252,061  5,064,308  15.30 

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SUMMARY OF NET PRESENT VALUES OF FUTURE NET REVENUE
AS OF DECEMBER 31, 2024
FORECAST PRICES AND COSTS
CANADA

AFTER INCOME TAXES DISCOUNTED AT (%/year) (1)
RESERVES CATEGORY 0%
($000s)
5%
($000s)
10%
($000s)
15%
($000s)
20%
($000s)
PROVED:
   Developed Producing 392,289  855,536  903,219  874,697  832,191 
   Developed Non‑Producing 93,654  82,268  73,391  66,304  60,529 
   Undeveloped 1,155,037  744,535  490,254  323,889  210,157 
   TOTAL PROVED 1,640,980  1,682,340  1,466,863  1,264,889  1,102,876 
PROBABLE 3,155,089  1,716,198  1,068,593  727,544  526,537 
TOTAL PROVED PLUS PROBABLE 4,796,068  3,398,537  2,535,456  1,992,433  1,629,413 
UNITED STATES

AFTER INCOME TAXES DISCOUNTED AT (%/year) (1)
RESERVES CATEGORY 0%
($000s)
5%
($000s)
10%
($000s)
15%
($000s)
20%
($000s)
PROVED:
   Developed Producing 3,238,984  2,871,670  2,466,764  2,162,508  1,935,254 
   Developed Non‑Producing 133,108  82,769  59,679  46,754  38,541 
   Undeveloped 1,897,116  1,136,363  689,033  402,127  208,291 
   TOTAL PROVED 5,269,209  4,090,802  3,215,476  2,611,388  2,182,087 
PROBABLE 3,317,004  1,885,536  1,209,257  846,121  631,875 
TOTAL PROVED PLUS PROBABLE 8,586,213  5,976,338  4,424,733  3,457,509  2,813,961 
TOTAL

AFTER INCOME TAXES DISCOUNTED AT (%/year) (1)
RESERVES CATEGORY 0%
($000s)
5%
($000s)
10%
($000s)
15%
($000s)
20%
($000s)
PROVED:
   Developed Producing 3,631,273  3,727,207  3,369,982  3,037,205  2,767,445 
   Developed Non‑Producing 226,763  165,037  133,070  113,057  99,070 
   Undeveloped 3,052,153  1,880,898  1,179,286  726,015  418,448 
   TOTAL PROVED 6,910,189  5,773,142  4,682,339  3,876,277  3,284,962 
PROBABLE 6,472,093  3,601,733  2,277,850  1,573,665  1,158,412 
TOTAL PROVED PLUS PROBABLE 13,382,281  9,374,875  6,960,189  5,449,942  4,443,374 
Note:
(1)The after-tax net present value of future net revenue from our oil and gas properties reflects the tax burden on the properties on a theoretical stand-alone basis.  It does not consider our corporate structure or any tax planning and therefore does not provide an estimate of the cumulative after-tax value of our consolidated business entities, which may be significantly different. 
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TOTAL FUTURE NET REVENUE (UNDISCOUNTED)
AS OF DECEMBER 31, 2024
FORECAST PRICES AND COSTS
($000s) REVENUE ROYALTIES OPERAT-ING COSTS DEVELOP-MENT COSTS
ABANDON-MENT AND RECLAMA-TION COSTS (1)
FUTURE NET REVENUE BEFORE INCOME TAXES INCOME TAXES FUTURE NET REVENUE
AFTER INCOME TAXES
TOTAL PROVED RESERVES
Canada 9,251,439  1,158,765  3,351,102  1,747,301  1,104,008  1,890,263  249,284  1,640,980 
United States 22,538,968  6,490,209  6,182,392  3,808,752  345,930  5,711,686  442,477  5,269,209 
Total 31,790,407  7,648,974  9,533,494  5,556,053  1,449,938  7,601,949  691,761  6,910,189 
TOTAL PROVED PLUS PROBABLE RESERVES
Canada 19,973,070  3,086,769  6,594,647  3,209,239  1,161,301  5,921,113  1,125,045  4,796,068 
United States 34,068,244  9,807,641  8,549,878  5,399,233  388,454  9,923,039  1,336,826  8,586,213 
Total 54,041,314  12,894,410  15,144,525  8,608,472  1,549,754  15,844,152  2,461,871  13,382,281 
Note:
(1)Includes well abandonment, decommissioning and reclamation costs for all producing and non-producing wells and facilities and to be incurred as a result of future development activity.
FUTURE NET REVENUE BY PRODUCT TYPE
AS OF DECEMBER 31, 2024
FORECAST PRICES AND COSTS
RESERVES CATEGORY PRODUCT TYPE FUTURE NET REVENUE BEFORE INCOME TAXES (discounted at 10%/year)
($000s)

UNIT VALUE (1)
($/bbl; $/Mcf)
Proved Light and Medium Crude Oil (including solution gas and associated byproducts) 432,628  19.40 
Heavy Crude Oil (including solution gas and associated byproducts) 795,307  16.76 
Bitumen (including solution gas and associated byproducts) —  — 
Tight Oil (including solution gas and associated byproducts) 3,218,407  25.19 
Natural Gas (associated and non-associated) (including associated byproducts) 74  — 
Shale Gas (including associated byproducts) 599,476  6.45 
Total 5,045,892 
Proved plus
Probable
Light and Medium Crude Oil (including solution gas and associated byproducts) 822,782  23.54 
Heavy Crude Oil (including solution gas and associated byproducts) 1,351,817  17.87 
Bitumen (including solution gas and associated byproducts) 206,717  5.92 
Tight Oil (including solution gas and associated byproducts) 4,823,342  25.05 
Natural Gas (associated and non-associated) (including associated byproducts) 14,824  0.39 
Shale Gas (including associated byproducts) 823,734  6.54 
Total 8,043,216 
Note:
(1)Unit values are based on major product type net reserves volumes.
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Pricing Assumptions
The forecast cost and price assumptions include increases in actual wellhead selling prices and take into account inflation with respect to future operating and capital costs. The reference pricing used in the Baytex Reserves Report is as follows:
SUMMARY OF PRICING AND INFLATION RATE ASSUMPTIONS
FORECAST PRICES AND COSTS AS AT DECEMBER 31, 2024 (1)
Year
Oil
Natural Gas
Inflation Rate (7)
(%/Yr)
Exchange Rate (8)
($US/$Cdn)
WTI Crude Oil (2)
($US/bbl)
Edmonton Light Crude Oil (3)
($Cdn/bbl)
Western Canadian Select (4) ($Cdn/bbl)
Henry Hub (5)
($US/MMbtu)
AECO Spot (6)
($Cdn/MMbtu)
Historical
2020 39.25 45.00 35.40 2.05 2.25 0.8 0.745
2021 68.00 80.35 68.85 3.90 3.55 3.4 0.800
2022 94.80 120.75 99.10 6.40 5.55 6.8 0.770
2023 77.65 100.40 79.55 2.55 2.95 3.9 0.740
2024 76.55 97.50 83.60 2.20 1.45 2.4 0.730
Forecast (9)
2025 71.58 94.79 82.69 3.31 2.36 0.712
2026 74.48 97.04 84.27 3.73 3.33 2.0 0.728
2027 75.81 97.37 83.81 3.85 3.48 2.0 0.743
2028 77.66 99.80 85.70 3.93 3.69 2.0 0.743
2029 79.22 101.79 87.45 4.01 3.76 2.0 0.743
2030 80.80 103.83 89.25 4.09 3.83 2.0 0.743
2031 82.42 105.91 91.04 4.17 3.91 2.0 0.743
2032 84.06 108.03 92.85 4.26 3.99 2.0 0.743
2033 85.74 110.19 94.71 4.34 4.07 2.0 0.743
2034 87.46 112.39 96.61 4.43 4.15 2.0 0.743
Notes:
(1)Each price from the forecast was adjusted for quality differentials and transportation costs applicable to the specified product and evaluation area.
(2)Price used in the preparation of tight oil, condensate, and natural gas liquids reserves in the United States.
(3)Price used in the preparation of light and medium crude oil and natural gas liquids reserves in Canada.
(4)Price used in the preparation of heavy crude oil and bitumen reserves in Canada.
(5)Price used in the preparation of shale gas reserves in the United States.
(6)Price used in the preparation of Conventional natural gas reserves in Canada.
(7)Inflation rates for forecasting prices and costs.
(8)Exchange rate used to generate the benchmark reference prices in this table.
(9)After 2034 prices and costs escalate at 2.0% annually and the exchange rate remains 0.743.

Weighted average prices realized by us for the year ended December 31, 2024, excluding hedging activities, were $73.42/bbl for heavy crude oil, $75.77/bbl for bitumen, $96.03/bbl for light and medium crude oil, $96.55/bbl for tight oil, $28.41/bbl for NGL, $1.30/Mcf for shale gas and $1.61/Mcf for Conventional natural gas.
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RECONCILIATION OF
GROSS RESERVES
BY PRINCIPAL PRODUCT TYPE
FORECAST PRICES AND COSTS
CANADA HEAVY CRUDE OIL BITUMEN
Proved
(Mbbl)
Probable
(Mbbl)
Proved Plus Probable
(Mbbl)
Proved
(Mbbl)
Probable
(Mbbl)
Proved Plus Probable
(Mbbl)
December 31, 2023 51,078  32,935  84,013  3,783  45,754  49,537 
Extensions (1)
12,064  2,509  14,573  —  —  — 
Infill Drilling —  —  —  —  —  — 
Improved Recovery —  —  —  —  —  — 
Technical Revisions (2)
6,163  (1,759) 4,404  —  (27) (27)
Discoveries —  —  —  —  —  — 
Acquisitions (3)
383  518  901  —  —  — 
Dispositions (4)
(109) (36) (145) (2,941) (1,238) (4,179)
Economic Factors (5)
422  23  445  —  —  — 
Production (6)
(14,645) —  (14,645) (842) —  (842)
December 31, 2024 55,357  34,190  89,547  —  44,489  44,489 
CANADA LIGHT AND MEDIUM CRUDE OIL TIGHT OIL
Proved
(Mbbl)
Probable
(Mbbl)
Proved Plus Probable
(Mbbl)
Proved
(Mbbl)
Probable
(Mbbl)
Proved Plus Probable
(Mbbl)
December 31, 2023 25,803  14,997  40,799  9,838  11,197  21,035 
Extensions (1)
1,496  276  1,772  7,913  453  8,365 
Infill Drilling —  —  —  —  —  — 
Improved Recovery —  —  —  —  —  — 
Technical Revisions (2)
(498) (1,646) (2,144) (696) (228) (924)
Discoveries —  —  —  —  —  — 
Acquisitions (3)
—  —  —  —  —  — 
Dispositions (4)
—  —  —  (42) (13) (55)
Economic Factors (5)
70  17  87  (2) (3) (5)
Production (6)
(3,266) —  (3,266) (1,076) —  (1,076)
December 31, 2024 23,604  13,644  37,248  15,935  11,406  27,341 
CANADA
NATURAL GAS LIQUIDS (7)
SHALE GAS
Proved
(Mbbl)
Probable
(Mbbl)
Proved Plus Probable
(Mbbl)
Proved
(MMcf)
Probable
(MMcf)
Proved Plus Probable
(MMcf)
December 31, 2023 10,105  10,452  20,557  27,957  32,887  60,844 
Extensions (1)
6,288  899  7,187  21,858  3,156  25,014 
Infill Drilling —  —  —  —  —  — 
Improved Recovery —  —  —  —  —  — 
Technical Revisions (2)
498  66  564  1,302  1,009  2,310 
Discoveries —  —  —  —  —  — 
Acquisitions (3)
—  —  —  —  —  — 
Dispositions (4)
(6) (2) (8) (17) (6) (23)
Economic Factors (5)
(38) (15) (54) (8) (5) (13)
Production (6)
(1,050) —  (1,050) (2,452) —  (2,452)
December 31, 2024 15,797  11,400  27,197  48,640  37,041  85,680 
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CANADA
CONVENTIONAL NATURAL GAS (8)
OIL EQUIVALENT
Proved
(MMcf)
Probable
(MMcf)
Proved Plus Probable
(MMcf)
Proved (Mboe) Probable
(Mboe)
Proved Plus Probable
(Mboe)
December 31, 2023 77,910  38,246  116,156  118,252  127,189  245,441 
Extensions (1)
4,256  2,270  6,526  32,113  5,041  37,155 
Infill Drilling —  —  —  —  —  — 
Improved Recovery —  —  —  —  —  — 
Technical Revisions (2)
6,227  (1,625) 4,601  6,723  (3,697) 3,025 
Discoveries —  —  —  —  —  — 
Acquisitions (3)
—  —  —  383  518  901 
Dispositions (4)
(8) (2) (10) (3,103) (1,290) (4,393)
Economic Factors (5)
(892) (545) (1,436) 301  (69) 232 
Production (6)
(12,704) —  (12,704) (23,405) —  (23,405)
December 31, 2024 74,789  38,344  113,133  131,265  127,692  258,957 
UNITED STATES TIGHT OIL
NATURAL GAS LIQUIDS (7)
Proved
(Mbbl)
Probable
(Mbbl)
Proved Plus Probable
(Mbbl)
Proved
(Mbbl)
Probable
(Mbbl)
Proved Plus Probable
(Mbbl)
December 31, 2023 152,944  74,041  226,985  84,735  31,882  116,617 
Extensions (1)
10,778  1,236  12,014  3,521  704  4,225 
Infill Drilling —  —  —  —  —  — 
Improved Recovery —  —  —  —  —  — 
Technical Revisions (2)
8,288  (1,736) 6,551  (5,072) (1,116) (6,188)
Discoveries —  —  —  —  —  — 
Acquisitions (3)
—  —  —  —  —  — 
Dispositions (4)
(165) (133) (298) (62) (46) (108)
Economic Factors (5)
(51) (15) (67) (67) (9) (76)
Production (6)
(19,529) —  (19,529) (6,929) —  (6,929)
December 31, 2024 152,265  73,392  225,657  76,126  31,414  107,539 
UNITED STATES SHALE GAS OIL EQUIVALENT
Proved
(MMcf)
Probable
(MMcf)
Proved Plus Probable
(MMcf)
Proved
(Mboe)
Probable
(Mboe)
Proved Plus Probable
(Mboe)
December 31, 2023 325,967  118,877  444,844  292,007  125,736  417,743 
Extensions (1)
18,934  4,264  23,198  17,455  2,650  20,105 
Infill Drilling —  —  —  —  —  — 
Improved Recovery —  —  —  —  —  — 
Technical Revisions (2)
(16,169) (6,893) (23,062) 520  (4,001) (3,481)
Discoveries —  —  —  —  —  — 
Acquisitions (3)
—  —  —  —  —  — 
Dispositions (4)
(328) (220) (547) (281) (216) (498)
Economic Factors (5)
(358) (74) (432) (178) (37) (215)
Production (6)
(36,911) —  (36,911) (32,610) —  (32,610)
December 31, 2024 291,135  115,954  407,089  276,913  124,132  401,044 
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TOTAL HEAVY CRUDE OIL BITUMEN
Proved
(Mbbl)
Probable
(Mbbl)
Proved Plus Probable
(Mbbl)
Proved
(Mbbl)
Probable
(Mbbl)
Proved Plus Probable
(Mbbl)
December 31, 2023 51,078  32,935  84,013  3,783  45,754  49,537 
Extensions (1)
12,064  2,509  14,573  —  —  — 
Infill Drilling —  —  —  —  —  — 
Improved Recovery —  —  —  —  —  — 
Technical Revisions (2)
6,163  (1,759) 4,404  —  (27) (27)
Discoveries —  —  —  —  —  — 
Acquisitions (3)
383  518  901  —  —  — 
Dispositions (4)
(109) (36) (145) (2,941) (1,238) (4,179)
Economic Factors (5)
422  23  445  —  —  — 
Production (6)
(14,645) —  (14,645) (842) —  (842)
December 31, 2024 55,357  34,190  89,547  —  44,489  44,489 
TOTAL LIGHT AND MEDIUM CRUDE OIL TIGHT OIL
Proved
(Mbbl)
Probable
(Mbbl)
Proved Plus Probable
(Mbbl)
Proved
(Mbbl)
Probable
(Mbbl)
Proved Plus Probable
(Mbbl)
December 31, 2023 25,803  14,997  40,799  162,782  85,238  248,020 
Extensions (1)
1,496  276  1,772  18,691  1,689  20,380 
Infill Drilling —  —  —  —  —  — 
Improved Recovery —  —  —  —  —  — 
Technical Revisions (2)
(498) (1,646) (2,144) 7,592  (1,964) 5,627 
Discoveries —  —  —  —  —  — 
Acquisitions (3)
—  —  —  —  —  — 
Dispositions (4)
—  —  —  (207) (146) (353)
Economic Factors (5)
70  17  87  (54) (18) (72)
Production (6)
(3,266) —  (3,266) (20,605) —  (20,605)
December 31, 2024 23,604  13,644  37,248  168,200  84,798  252,997 
TOTAL
NATURAL GAS LIQUIDS (7)
SHALE GAS
Proved
(Mbbl)
Probable
(Mbbl)
Proved Plus Probable
(Mbbl)
Proved
(MMcf)
Probable
(MMcf)
Proved Plus Probable
(MMcf)
December 31, 2023 94,840  42,334  137,173  353,924  151,764  505,688 
Extensions (1)
9,809  1,603  11,412  40,792  7,419  48,212 
Infill Drilling —  —  —  —  —  — 
Improved Recovery —  —  —  —  —  — 
Technical Revisions (2)
(4,574) (1,050) (5,624) (14,867) (5,884) (20,752)
Discoveries —  —  —  —  —  — 
Acquisitions (3)
—  —  —  —  —  — 
Dispositions (4)
(68) (48) (116) (345) (225) (570)
Economic Factors (5)
(105) (24) (130) (366) (79) (445)
Production (6)
(7,979) —  (7,979) (39,363) —  (39,363)
December 31, 2024 91,923  42,813  134,736  339,775  152,995  492,770 
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TOTAL
CONVENTIONAL NATURAL GAS (8)
OIL EQUIVALENT
Proved
(MMcf)
Probable
(MMcf)
Proved Plus Probable
(MMcf)
Proved
(Mboe)
Probable
(Mboe)
Proved Plus Probable
(Mboe)
December 31, 2023 77,910  38,246  116,156  410,259  252,925  663,184 
Extensions (1)
4,256  2,270  6,526  49,568  7,692  57,260 
Infill Drilling —  —  —  —  —  — 
Improved Recovery —  —  —  —  —  — 
Technical Revisions (2)
6,227  (1,625) 4,601  7,243  (7,699) (456)
Discoveries —  —  —  —  —  — 
Acquisitions (3)
—  —  —  383  518  901 
Dispositions (4)
(8) (2) (10) (3,384) (1,507) (4,890)
Economic Factors (5)
(892) (545) (1,436) 123  (106) 17 
Production (6)
(12,704) —  (12,704) (56,015) —  (56,015)
December 31, 2024 74,789  38,344  113,133  408,177  251,824  660,001 
Notes:
(1)Additions resulting from capital expenditures for step-out drilling in previously discovered reservoirs. The majority of extensions were in the Eagle Ford and Duvernay business units.
(2)Positive or negative revisions to an estimate resulting from new technical data or revised interpretations on previously assigned reserves. Revisions are usually associated with reservoir performance, operating costs, or development plan changes. Positive proved plus probable revisions in the Peavine business unit were offset by negative revisions in the Eagle Ford business unit.
(3)Additions from the purchase of interests at the effective date of this report, plus any production from the closing date of the acquisition to December 31, 2024. Volumes were acquired in the Peace River business unit.
(4)Reduction from the sale of interests. Disposition volume is estimated at December 31, 2023 minus any production from December 31, 2023 to the closing date of the disposition. The Corporation disposed of non-core assets, primarily the Kerrobert Thermal asset in the Lloydminster business unit, as well as some minor Eagle Ford assets.
(5)Revisions to an estimate resulting from changes to the price forecast, inflation rates, or regulatory changes. Immaterial changes were realized due to economic factors.
(6)Reduction due to production between December 31, 2023 and December 31, 2024. Production averaged 153,048 boe/d in 2024.
(7)Natural gas liquids includes condensate.
(8)Conventional natural gas includes associated, non-associated and solution gas.
Additional Information Relating to Reserves Data
Undeveloped Reserves
Undeveloped reserves are attributed in accordance with standards and procedures contained in the COGE Handbook. Proved undeveloped reserves are those reserves that can be estimated with a high degree of certainty and are expected to be recovered from known accumulations where a significant expenditure is required to render them capable of production. Probable undeveloped reserves are those reserves that are less certain to be recovered than proved reserves and are expected to be recovered from known accumulations where a significant expenditure is required to render them capable of production.
We allocate development capital to our assets annually. We reduce risk by technically assessing the prior year's results from our development programs before committing additional capital. Furthermore, planned activity levels vary each year due to factors such as prevailing commodity prices, capital availability, operational spacing considerations, timing of infrastructure construction and regulatory processes. This approach means that in most cases it will take longer than three years to develop our proved undeveloped reserves and longer than five years to develop our proved plus probable undeveloped reserves. With the exception of our Gemini SAGD project, we plan to develop the majority of our proved undeveloped reserves over the next five years and our probable undeveloped reserves over the next seven years.
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At our Gemini SAGD project, steam generation represents a large proportion of the capital and operating costs. Therefore, our development plans anticipate that, in order to make the most efficient use of our steam generating and oil treating facilities, the drilling and steaming of wells (once commenced) would take place over approximately 25 years. We have booked 44.5 MMbbls of probable undeveloped reserves to the Gemini SAGD project.

Proved Undeveloped Reserves
The following table discloses, for each product type, the volumes of proved undeveloped reserves that were attributed during, and the volume booked at year-end for, the three most recently completed financial years.
Light and Medium Crude Oil
Gross (Mbbl)
Tight Oil
Gross (Mbbl)
Heavy Crude Oil
Gross (Mbbl)
Bitumen
Gross (Mbbl)
Year
First Attributed
Booked at Year End
First Attributed
Booked at Year End
First Attributed
Booked at Year End
First Attributed
Booked at Year End
2022 1,322  24,814  671  20,757  3,744  20,247  —  3,668 
2023 407  15,699  71,679  88,506  4,328  18,445  —  2,105 
2024 594  14,122  15,196  92,759  4,012  19,082  —  — 
Conventional Natural Gas
Gross (MMcf)
Shale Gas
Gross (MMcf)
Natural Gas Liquids
Gross (Mbbl)
Year
First Attributed
Booked at Year End
First Attributed
Booked at Year End
First Attributed
Booked at Year End
2022 9,633  25,831  1,503  117,354  842  39,235 
2023 769  23,948  93,446  201,607  18,527  54,631 
2024 1,819  24,622  35,230  188,509  8,243  53,117 

Probable Undeveloped Reserves
The following table discloses, for each product type, the volumes of probable undeveloped reserves that were attributed during, and the volume booked at year-end for, the three most recently completed financial years.
Light and Medium Crude Oil
Gross (Mbbl)
Tight Oil
Gross (Mbbl)
Heavy Crude Oil
Gross (Mbbl)
Bitumen
Gross (Mbbl)
Year
First Attributed
Booked at Year End
First Attributed
Booked at Year End
First Attributed
Booked at Year End
First Attributed
Booked at Year End
2022 503  16,162  972  14,667  4,425  23,162  —  45,489 
2023 247  11,560  55,029  68,578  4,450  21,271  —  45,110 
2024 328  10,551  1,417  66,263  3,735  20,703  —  44,489 
Conventional Natural Gas
Gross (MMcf)
Shale Gas
Gross (MMcf)
Natural Gas Liquids
Gross (Mbbl)
Year
First Attributed
Booked at Year End
First Attributed
Booked at Year End
First Attributed
Booked at Year End
2022 4,535  24,180  2,288  66,653  842  22,175 
2023 828  19,672  55,986  118,276  12,638  33,386 
2024 1,800  20,598  7,295  115,555  1,612  33,333 

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Significant Factors or Uncertainties
The process of estimating reserves is complex. It requires significant judgments and decisions based on available geological, geophysical, engineering, and economic data. These estimates may change substantially as additional data from ongoing development activities and production performance becomes available and as economic conditions impacting oil and gas prices and costs change.
The reserve estimates contained herein are based on current production forecasts, prices and economic conditions. As circumstances change and additional data becomes available, reserve estimates also change. Estimates made are reviewed and revised, either upward or downward, as warranted by the new information. Revisions are often required due to changes in well performance, commodity prices, economic conditions and governmental restrictions.
Although every reasonable effort is made to ensure that reserve estimates are accurate, reserve estimation is an inferential science. As a result, subjective decisions, new geological or production information and a changing environment may impact these estimates. Revisions to reserve estimates can arise from changes in year-end oil and gas prices and reservoir performance. Such revisions can be either positive or negative.
In the event that prices for oil and gas are not consistent with those used to prepare the Baytex Reserves Report, the volume of our reserves, their net present value and our expected revenues will differ, perhaps materially so, from those stated in the Baytex Reserves Report.
In connection with our operations, we will be liable for our share of ongoing environmental obligations and for the ultimate reclamation of our surface leases, wells and facilities. The total liability associated with these existing surface leases, wells and facilities, inflated at 2% per year, is estimated to be $1,318 million undiscounted ($240 million discounted at 10 percent). This is comprised of $589 million undiscounted ($42 million discounted at 10 percent) associated with active properties, $349 million undiscounted ($160 million discounted at 10 percent) associated with inactive properties, and $380 million undiscounted ($39 million discounted at 10 percent) associated with facilities.
Future Development Costs
The following table sets forth development costs deducted in the estimation of the future net revenue attributable to the reserve categories noted below (using forecast prices and costs).
FUTURE DEVELOPMENT COSTS
AS OF DECEMBER 31, 2024
FORECAST PRICES AND COSTS
($000s)
CANADA UNITED STATES TOTAL
Proved Reserves Proved plus Probable Reserves Proved Reserves Proved plus Probable Reserves Proved Reserves Proved plus Probable Reserves
2025 349,848  398,267  728,674  756,290  1,078,522  1,154,557 
2026 385,072  518,142  696,157  696,157  1,081,228  1,214,298 
2027 350,603  533,404  944,998  944,998  1,295,600  1,478,402 
2028 309,303  500,232  1,007,299  1,011,540  1,316,603  1,511,772 
2029 299,657  436,033  431,623  917,725  731,281  1,353,758 
Remaining 52,818  823,161  —  1,072,524  52,818  1,895,685 
Total (undiscounted) 1,747,301  3,209,239  3,808,752  5,399,233  5,556,053  8,608,472 
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We expect to fund the development costs of our reserves through a combination of internally generated cash flow, debt and equity financing. Planned activity levels vary each year due to factors such as capital availability, prevailing commodity prices and regulatory processes.
There can be no guarantee that funds will be available or that our Board of Directors will allocate funding to develop all of the reserves attributed in the Baytex Reserves Report. Failure to develop those reserves could have a negative impact on our future cash flow.
The interest or other costs of external funding are not included in the reserves and future net revenue estimates set forth herein and would reduce reserves and future net revenue to some degree depending upon the funding sources utilized and the costs thereof. We do not anticipate that interest or other funding costs would make development of any of these properties uneconomic.
RISK FACTORS
You should carefully consider the following risk factors, as well as the other information contained in this AIF and our other public filings before making an investment decision. If any of the risks described below materialize, our business, reputation, financial condition, results of operations and cash flow could be materially and adversely affected, which may materially affect the market price of our securities. The risks described below may not be the only risks we face, as our business and operations may also be subject to risks that we do not yet know of, or that we currently believe are immaterial. Residents of the United States and other non-residents of Canada should have additional regard to the risk factors under the heading "Certain Risks for United States and other non-resident Shareholders".
The information set forth below contains forward-looking statements, which are qualified by the information contained in the section of this AIF entitled "Special Notes to Reader - Forward-Looking Statements".
Risks Relating to Our Business and Operations
Crude oil and natural gas prices are volatile. An extended period of low oil and natural gas prices could have a material adverse effect on the Corporation's business, results of operations, or cash flows and financial condition
Our financial condition is substantially dependent on, and highly sensitive to, the prevailing prices of crude oil and natural gas. Low prices for crude oil and natural gas produced by us could have a material adverse effect on our operations, financial condition and the value and amount of our reserves.
Prices for crude oil and natural gas fluctuate in response to changes in the supply of, and demand for, crude oil and natural gas, market uncertainty and a variety of additional factors beyond our control. Crude oil prices are primarily determined by international supply and demand. Factors which affect crude oil prices include the actions of OPEC, OPEC+, the condition of the Canadian, United States, European and Asian economies, the impacts of geopolitical events, including the Russian Ukrainian war and conflicts and hostilities in the Middle East, the imposition of tariffs or other adverse economic or political development in the United States, Europe, the Middle East, Africa, South America or Asia, the impact of pandemics/epidemics, government regulation, the supply of crude oil in North America and internationally, the ability to secure adequate transportation for products, the availability of alternate fuel sources and weather conditions. Additionally, the occurrence or threat of terrorist attacks in the United States or other countries could adversely affect the global economy. Natural gas prices realized by us are affected primarily in North America by supply and demand, weather conditions, industrial demand, prices of alternate sources of energy and developments related to the market for liquefied natural gas.

In particular, tariffs or other restrictive measures or countermeasures affecting trade between Canada and the United States and between the United States and other countries, if implemented for any period of time, could have a significant impact on the market for oil and natural gas products, especially with respect to oil and gas produced in Canada, and could result in, among other things, price volatility, an increase to the cost of materials used in oil and gas operations, a relative weakening of the Canadian
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dollar, widening differentials, and decreased demand due to lower economic activity. For more information with respect to tariffs, see "Industry Conditions - Tariffs".

All of these factors are beyond our control and can result in a high degree of price volatility. Fluctuations in currency exchange rates further compound this volatility when commodity prices, which are generally set in U.S. dollars, are stated in Canadian dollars.

Our financial performance also depends on revenues from the sale of commodities which differ in quality and location from underlying commodity prices quoted on financial exchanges. Of particular importance are the price differentials between our light/medium crude oil and heavy crude oil (in particular the light/heavy differential) and quoted market prices. Not only are these discounts influenced by regional supply and demand factors, they are also influenced by other factors such as transportation costs, capacity and interruptions, refining demand, storage capacity, the availability and cost of diluents used to blend and transport product and the quality of the oil produced, all of which are beyond our control. In addition, there is not sufficient pipeline capacity for Canadian crude oil to access the American refinery complex or tidewater to access world markets and the availability of additional transport capacity via rail is more expensive and variable, therefore, the price for Canadian crude oil is very sensitive to pipeline and refinery outages, which contributes to this volatility.
There is a also a risk that refining capacity in the U.S. Gulf Coast may be insufficient to refine all of the light sweet crude oil being produced in the U.S. If light sweet crude oil production remains at current levels or continues to increase, demand for the light crude oil production from our U.S. operations could result in widening price discounts to the world crude prices.

Decreases to or prolonged periods of low commodity prices, particularly for oil, may negatively impact our ability to meet guidance targets, maintain our business and meet all of our financial obligations as they come due. It could also result in the shut-in of currently producing wells without an equivalent decrease in expenses due to fixed costs, a delay or cancellation of existing or future drilling, development or construction programs, un-utilized long-term transportation commitments and a reduction in the value and amount of our reserves.
We conduct assessments of the carrying value of our assets in accordance with Canadian GAAP. If crude oil and natural gas forecast prices change, the carrying value of our assets could be subject to revision and our net earnings could be adversely affected.
Our success is highly dependent on our ability to develop existing properties and add to our oil and natural gas reserves
Our oil and natural gas reserves are a depleting resource and decline as such reserves are produced. As a result, our long-term commercial success depends on our ability to find, acquire, develop and commercially produce oil and natural gas reserves. Future oil and natural gas exploration may involve unprofitable efforts, not only from unsuccessful wells, but also from wells that are productive but do not produce sufficient hydrocarbons to return a profit. Completion of a well does not assure a profit on the investment. Drilling hazards or environmental liabilities or damages and various field operating conditions could greatly increase the cost of operations and adversely affect the production from successful wells. Field operating conditions include, but are not limited to, delays or failure in obtaining governmental, landowner or other stakeholder approvals or consents, shut-ins of connected wells resulting from extreme weather conditions, insufficient storage or transportation capacity or other geological and mechanical conditions. While diligent well supervision and effective maintenance operations can contribute to maximizing production rates over time, production delays and declines from normal field operating conditions cannot be eliminated and can be expected to adversely affect revenue and cash flow from operating activities to varying degrees.
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There is no assurance we will be successful in developing our reserves or acquiring additional reserves at acceptable costs. Without these reserves additions, our reserves will deplete and as a consequence production from and the average reserve life of our properties will decline, which may adversely affect our business, financial condition, results of operations and prospects.
The anticipated benefits of acquisitions may not be achieved and the Corporation may dispose of non-core assets for less than their carrying value on the financial statements

Acquisition of oil and gas properties is a key element of maintaining and growing reserves and production and the success of any acquisition will depend on several factors and involves potential risks and uncertainties. Competition for these assets has been and will continue to be intense. We may not be able to identify attractive acquisition opportunities. Even if we do identify attractive candidates, we may not be able to complete the acquisition or do so on commercially acceptable terms. Achieving the benefits of acquisitions depends on successfully consolidating functions and integrating operations and procedures in a timely and efficient manner and the Corporation's ability to realize the anticipated growth opportunities and synergies from combining the acquired businesses and operations with those of the Corporation. The integration of acquired businesses and assets may require substantial management effort, time and resources diverting management's focus from other strategic opportunities and operational matters. Additionally, significant acquisitions can change the nature of our operations and business if acquired properties have substantially different operating and geological characteristics or are in different geographic locations than our existing properties. To the extent that acquired properties are substantially different than our existing properties, our ability to efficiently realize the expected economic benefits of such transactions may be limited.

Even though we assess and review the properties we seek to acquire in a manner consistent with what we believe to be industry practice, such reviews are limited in scope, inexact and not capable of identifying all existing or potentially adverse conditions. As a result, the anticipated and desired benefits of an acquisition may not materialize, and may have a material and adverse effect on our business, financial performance and results of operations.

Management continually assesses the value and contribution of its Corporation's assets. In this regard, non‑core assets may be periodically disposed of so that the Corporation can focus its efforts and resources more efficiently. Depending on the state of the market for such non-core assets, certain non-core assets of the Corporation, if disposed of, may realize less on disposition than their carrying value on the financial statements of the Corporation.

Availability and cost of capital or borrowing to maintain and/or fund future development and acquisitions
The business of exploring for, developing or acquiring reserves is capital intensive. If external sources of capital (including, but not limited to, debt and equity financing) become limited or unavailable on commercially reasonable terms, our ability to make the necessary capital investments to maintain or expand our oil and natural gas reserves may be impaired. Unpredictable financial markets and the associated credit impacts may impede our ability to secure and maintain cost effective financing and limit our ability to achieve timely access to capital on acceptable terms and conditions. If external sources of capital become limited or unavailable, our ability to make capital investments, continue our business plan, meet all of our financial obligations as they come due and maintain existing properties may be impaired.
Our ability to obtain additional capital is dependent on, among other things, a general interest in energy industry investments and, in particular, interest in our securities along with our ability to maintain our credit ratings. If we are unable to maintain our indebtedness and financial ratios at levels acceptable to our credit rating agencies, or should our business prospects deteriorate, our credit ratings could be downgraded. Additionally, from time to time, our securities may not meet the investment criteria or characteristics of a particular institutional or other investor, including institutional investors who are not willing or able to hold securities of oil and gas companies for reasons unrelated to financial or operational performance. This may include changes to market-based factors or investor strategies, including ESG, or responsible investing criteria/rankings (for example, ESG, social impact or environmental scores), the
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implementation of new financial market regulations and fossil fuel divestment initiatives undertaken by governments, pension funds and/or other institutional investors. These events would adversely affect the value of our outstanding securities and existing debt and our ability to obtain new financing, and may increase our borrowing costs.
In addition, companies in the oil and gas sector may be exposed to increasing reputational risks and, in turn, certain financial risks. Specifically, certain financial institutions, in response to concerns related to climate change and the requests and other influences of environmental groups and similar stakeholders, have elected to shift some or all of their investments and financing away from oil and gas related sectors. Additional financial institutions and other investors may elect to do likewise in the future or may impose more stringent conditions with respect to investments in, and financing of, oil and gas-related sectors. As a result, fewer financial institutions and other investors may be willing to invest in, and provide capital, to companies in the oil and gas sector.
From time to time, we may enter into transactions which may be financed in whole or in part with debt or equity. The level of our indebtedness, from time to time, could impair our ability to obtain additional financing on a timely basis to take advantage of business opportunities that may arise. Additionally, from time to time, we may issue securities from treasury in order to reduce debt, complete acquisitions and/or optimize our capital structure.
Restrictions and/or costs associated with regulatory initiatives to combat climate change and the physical risks of climate change may have a material adverse affect on our business
Regulatory and Policy Initiatives
Our exploration and production facilities and other operational activities emit GHGs. As such, GHG emissions regulation (including carbon taxes) enacted in jurisdictions where we operate will impact us. In addition, certain of our assets have a higher GHG emissions intensity than others and may be disproportionately impacted.
Negative consequences which could result from new GHG emissions regulation include, but are not limited to: increased operating costs, additional taxes, increased construction and development costs, additional monitoring and compliance costs, a requirement to redesign or retrofit current facilities, permitting delays, additional costs associated with the purchase of emission credits or allowances, the availability to use necessary third-party services and facilities that we rely on, and reduced demand for crude oil. Additionally, if GHG emissions regulation differs by region or type of production, all or part of our production could be subject to costs which are disproportionately higher than those of other producers.
The direct or indirect costs of compliance with GHG emissions regulation may have a material adverse affect on our business, financial condition, results of operations and prospects. At this time, it is not possible to predict whether compliance costs will have a material adverse affect on our financial condition, results of operations or prospects.
Although we provide for the necessary amounts in our annual capital budget to fund our currently estimated obligations, there can be no assurance that we will be able to satisfy our actual future obligations associated with GHG emissions from such funds. For more information on the evolution and status of climate change and related environmental legislation, see "Industry Conditions - Climate Change Regulation".
Physical Risk
Climate change has been linked to extreme weather conditions. Extreme hot and cold weather, heavy snowfall, heavy rain fall, hurricanes, drought and wildfires may restrict our ability to access our properties, cause operational difficulties including damage to machinery and facilities. Extreme weather also increases the risk of personnel injury as a result of dangerous working conditions. Certain assets are located where they are exposed to forest fires, floods, heavy rains, hurricanes, drought and other extreme
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weather conditions which can lead to significant downtime, damage to such assets and/or increased costs of construction and maintenance. Moreover, extreme weather conditions may lead to disruptions in our ability to transport produced oil and natural gas as well as goods and services in our supply chain.
An energy transition that lessens demand for petroleum products may have an adverse affect on our business
A transition away from the use of petroleum products, which may include conservation measures, alternative fuel requirements, increasing consumer demand for alternatives to oil and natural gas and technological advances in fuel economy and renewable energy, could reduce demand for oil and natural gas. Certain jurisdictions have implemented policies or incentives to decrease the use of fossil fuels and encourage the use of renewable fuel alternatives, which may lessen demand for petroleum products and put downward pressure on commodity prices. In addition, advancements in energy efficient products have a similar effect on the demand for oil and gas products. The Corporation cannot predict the impact of changing demand for oil and natural gas products, and any major changes may have a material adverse effect on the Corporation's business and financial condition by decreasing its cash flow from operating activities and the value of its assets.
The amount of oil and natural gas that we can produce and sell is subject to the availability and cost of gathering, processing and pipeline systems
We deliver our products through gathering, processing and pipeline systems to which we do not own and purchasers of our products rely on third party infrastructure to deliver our products to market. The lack of access to capacity in any of the gathering, processing and pipeline systems could result in our inability to realize the full economic potential of our production or in a reduction of the price offered for our production. Alternately, a substantial decrease in the use of such systems can increase the cost we incur to use them. In addition, many of the pipeline systems that we use are controlled by a single company and rates are set through a regulatory process, as a result we are subject to the outcome of those regulatory processes. Any significant change in market factors, regulatory decisions or other conditions affecting these infrastructure systems and facilities, as well as any delays in constructing new infrastructure systems and facilities, could harm our business and, in turn, our financial condition.
Our operations in the United States are concentrated in the Eagle Ford shale of South Texas and as a result are highly exposed to the gulf coast refining complex and events which negatively impact the functioning of infrastructure in that area, including as a result of weather conditions, terrorism, local market changes, government regulation and taxation, including limits on the U.S.' ability to export crude oil, could harm our business and, in turn, our financial condition.
Access to the pipeline capacity for the export of crude oil from Canada has, at times, been inadequate for the amount of Canadian production being exported. This has resulted in significantly lower prices being realized by Canadian producers compared with the WTI price and the Brent price for crude oil. In addition, the pro-rationing of capacity on inter-provincial pipeline systems continues to affect the ability to export oil and natural gas from Canada. There can be no certainty that current investment in pipelines will provide sufficient long-term take-away capacity or that currently operating systems will remain in service. There is also no certainty that short-term operational constraints on pipeline systems, arising from pipeline interruption and/or increased supply of crude oil, will not occur.
There is no certainty that crude-by-rail transportation and other alternative types of transportation for our production will be sufficient to address any gaps caused by operational constraints on pipeline systems. In addition, our crude-by-rail shipments may be impacted by service delays, inclement weather, derailment or blockades and could adversely impact our crude oil sales volumes or the price received for our product. Crude oil produced and sold by us may be involved in a derailment or incident that results in legal liability or reputational harm.
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A portion of our production may be processed through facilities controlled by third parties. From time to time these facilities may discontinue or decrease operations either as a result of normal servicing requirements or as a result of unexpected events. A discontinuance or decrease of operations could materially adversely affect our ability to process our production and to deliver the same for sale.
Failure to retain or replace our leadership and key personnel may have an adverse affect on our business
Our success is dependent upon our management, our leadership capabilities and the quality and competency of our talent. Contributions of the existing management team to the immediate and near-term operations of the Corporation are likely to be of central importance. In addition, certain of the Corporation's current employees may have significant institutional knowledge that must be transferred to other employees prior to their departure from the workforce. If we are unable to retain key personnel and critical talent or to attract and retain new talent with the necessary leadership, professional and technical competencies, it could have a material adverse effect on our financial condition, results of operations and prospects.

Income tax laws or other laws or government incentive programs or regulations relating to our industry may in the future be changed or interpreted in a manner that adversely affects us and our Shareholders
Income tax laws and government incentive programs relating to the oil and gas industry may change in a manner that adversely affects our financial condition, results of operations and prospects.
In addition, tax authorities having jurisdiction over us or our Shareholders may disagree with the manner in which we calculate our income for tax purposes or could change their administrative practices to our detriment or the detriment of our Shareholders. We file all required income tax returns and believe that we are in full compliance with the applicable tax legislation. However, such returns are subject to audit and reassessment by the applicable taxation authority. At present, the Canadian tax authorities have reassessed the returns of certain of our subsidiaries. For further details, see "Legal Proceedings and Regulatory Actions". Any such reassessment may have an impact on current and future taxes payable. We believe appropriate provisions for current and deferred income taxes have been made in our Financial Statements; however, it is difficult to predict the outcome of audit findings by tax authorities. These findings may increase the amount of our tax liabilities and adversely affect our business, financial condition and results of operations.
We may participate in larger projects and may have more concentrated risk in certain areas of our operations
We have a variety of exploration, development and construction projects underway at any given time. Project delays may result in delayed revenue receipts and cost overruns may result in projects being uneconomic. Our ability to complete projects is dependent on general business, community relationships and market conditions as well as other factors beyond our control, including the availability of skilled labour and manpower, the availability and proximity of pipeline capacity and rail terminals, weather, environmental and regulatory matters, ability to access lands, availability of drilling and other equipment and supplies, and availability of processing capacity.
We could experience adverse impacts associated with a high concentration of activity and tighter drilling spacing

We are subject to drilling, completion and operating risks, including our ability to efficiently execute large-scale project development, as we could experience delays, curtailments and other adverse impacts associated with a high concentration of activity and tighter drilling spacing. A higher concentration of activity and tighter drilling spacing may increase the frequency of operational shut-ins and unintentional communication with other adjacent wells and reduce the total recoverable reserves from the reservoir.

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Our financial performance is significantly affected by the cost of developing and operating our assets
Our development and operating costs are affected by a number of factors including, but not limited to: price inflation, increased costs due to tariffs, access to skilled and unskilled labour, availability of equipment, scheduling delays, trucking and fuel costs, failure to maintain quality construction standards, the cost of new technologies and supply chain disruptions. Labour costs, natural gas, electricity, water, diluent and chemicals are examples of some of the operating and other costs that are susceptible to significant fluctuation. Increases to development and operating costs could have a material adverse effect on our financial condition, results of operations or prospects.
Current or future controls, legislation or regulations applicable to the oil and gas industry could adversely affect us
Operations
The oil and gas industry is subject to extensive controls and regulations governing its operations (including land tenure, exploration, development, completion operations, including the use of hydraulic fracturing, production, refining, transportation and marketing) imposed by legislation enacted by various levels of government. All such controls, regulations and legislation are subject to revocation, amendment or administrative change, some of which have historically been material and in some cases materially adverse. The exercise of discretion by governmental authorities under existing controls, legislation or regulations, the implementation of new controls, legislation or regulations or the modification of existing controls, legislation or regulations affecting the oil and gas industry could reduce demand for crude oil and natural gas, increase our costs, or delay or restrict our operations, all of which would have a material adverse effect on our financial condition, results of operations or prospects. See "Industry Conditions".
Environment
All phases of the oil and natural gas business present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of federal, state, provincial and local laws and regulations. Environmental legislation provides for, among other things, the initiation and approval of new oil and natural gas projects, and restrictions and prohibitions on the spill, release or emission of various substances produced in association with oil and natural gas industry operations. In addition, such legislation sets out the requirements with respect to oilfield waste handling and storage, habitat protection and the satisfactory operation, maintenance, abandonment and reclamation of well and facility sites. New environmental legislation at the federal, state, and provincial levels may increase uncertainty among oil and natural gas industry participants as the new laws are implemented, and the effects of the new rules and standards are felt in the oil and natural gas industry. See "Industry Conditions".

Compliance with environmental legislation can require significant expenditures and a breach of applicable environmental legislation may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liabilities and potentially increased capital expenditures and operating costs. The discharge of oil, natural gas or other pollutants into the air, soil or water may give rise to liabilities to governments and third parties and may require the Corporation to incur costs to remedy such discharge. Although the Corporation believes that it is in material compliance with current applicable environmental legislation, no assurance can be given that environmental compliance requirements will not result in a curtailment of production or a material increase in the costs of production, development or exploration activities or otherwise have a material adverse effect on the Corporation's business, financial condition, results of operations and prospects.

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The Corporation may have to pay certain costs associated with abandonment and reclamation

The Corporation will need to comply with the terms and conditions of environmental and regulatory approvals and all legislation regarding the abandonment of its projects and reclamation of the project lands at the end of their economic life, which may result in substantial abandonment and reclamation costs. Any failure to comply with the terms and conditions of the Corporation's approvals and legislation may result in the imposition of fines and penalties, which may be material. Generally, abandonment and reclamation costs are substantial. The Corporation records a provision for abandonment and reclamation costs in its financial statements, this provision requires significant judgement and reflects the Corporation's best estimate of the costs to complete the required abandonment and reclamation work. Actual results may be significantly different than the estimated amounts.

Foreign Investment and Competition Act Legislation
In addition to regulatory requirements mentioned above, our business and financial condition could be influenced by federal legislation affecting, in particular, foreign investment, through legislation such as the Competition Act (Canada) and the Investment Canada Act (Canada) and the Hart-Scott-Rodino Antitrust Improvements Act in the United States.
Water use restrictions and/or limited access to water or other fluids may impact the Corporation's ability to fracture its wells or carry out waterflood operations
The Corporation undertakes or intends to undertake certain hydraulic fracturing, SAGD, CSS and waterflooding programs. To undertake such operations the Corporation needs to have access to sufficient volumes of water, or other liquids. There is no certainty that the Corporation will have access to the required volumes of water. In addition, in certain areas there may be restrictions on water use for activities such as hydraulic fracturing, SAGD, CSS and waterflooding. If the Corporation is unable to access such water it may not be able to undertake hydraulic fracturing, SAGD, CSS or waterflooding activities, which may reduce the amount of oil and natural gas that the Corporation is ultimately able to produce from its reserves.
Public perception and its influence on the regulatory regime
Concern over the impact of oil and gas development on the environment and climate change has received considerable attention in the media and recent public commentary, and the social value proposition of resource development is being challenged. Additionally, certain pipeline leaks, rail car derailments, major weather events and induced seismicity events have gained media, environmental and other stakeholder attention. Future laws and regulation may be impacted by such incidents, which could have a material adverse effect on our financial condition, results of operations or prospects.
New regulations on hydraulic fracturing may lead to operational delays, increased costs and/or decreased production volumes
Hydraulic fracturing involves the injection of water, sand and small amounts of additives under pressure into rock formations to stimulate the production of oil and natural gas. Specifically, hydraulic fracturing enables the production of commercial quantities of oil and natural gas from reservoirs that were previously unproductive. Hydraulic fracturing has featured prominently in recent political, media and activist commentary on the subject of water usage, induced seismicity events and environmental damage. Any new laws, regulations or permitting requirements regarding hydraulic fracturing could lead to operational delays, increased operating costs, third party or governmental claims, and could increase the Corporation's costs of compliance and doing business as well as delay the development of oil and natural gas resources from shale formations, which are not commercial without the use of hydraulic fracturing, or could effectively prevent the development of crude oil and natural gas. Restrictions on hydraulic
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fracturing could also reduce the amount of oil and natural gas that we are ultimately able to produce from our reserves.
Regulations regarding the disposal of fluids used in the Corporation's operations may increase its costs of compliance or subject it to regulatory penalties or litigation
The safe disposal of hydraulic fracturing fluids (including the additives) and water recovered from oil and natural gas wells is subject to ongoing regulatory review by the federal, provincial and state governments, including its effect on fresh water supplies and the ability of such water to be recycled, amongst other things. While it is difficult to predict the impact of any regulations that may be enacted in response to such review, the implementation of stricter regulations may increase the Corporation's costs of compliance.
Our hedging activities may negatively impact our income and our financial condition
In response to fluctuations in commodity prices, foreign exchange and interest rates, we may utilize various derivative financial instruments and physical sales contracts to manage our exposure under a hedging program. The terms of these arrangements may limit the benefit to us of favourable changes in these factors, including receiving less than the market price for our production, and for certain assets will result in us paying royalties at a reference price which is higher than the hedged price. We may also suffer financial loss due to hedging arrangements if we are unable to produce oil or natural gas to fulfill our delivery obligations. There is also increased exposure to counterparty credit risk. To the extent that our current hedging agreements are beneficial to us, these benefits will only be realized for the period and for the commodity quantities in those contracts. In addition, there is no certainty that we will be able to obtain additional hedges at prices that have an equivalent benefit to us, which may adversely impact our revenues in future periods. For more information about our commodity hedging program, see "General Description of our Business - Marketing Arrangements and Forward Contracts".
Variations in interest rates and foreign exchange rates could adversely affect our financial condition
There is a risk that interest rates will continue to increase. An increase in interest rates could result in a significant increase in the amount we pay to service debt and could have an adverse effect on our financial condition, results of operations and prospects.
World oil prices are quoted in United States dollars and the price received by Canadian producers is therefore affected by the Canada/U.S. foreign exchange rate that may fluctuate over time. A material increase in the value of the Canadian dollar may negatively impact our revenues. A substantial portion of our operations and production are in the United States and, as such, we are exposed to foreign currency risk on both revenues and costs to the extent the value of the Canadian dollar decreases relative to the U.S. dollar. In addition, we are exposed to foreign currency risk as a large portion of our indebtedness is denominated in U.S. dollars and the interest payable thereon is payable in U.S. dollars. Future Canada/U.S. foreign exchange rates could also impact the future value of our reserves as determined by our independent evaluator.
A decline in the value of the Canadian dollar relative to the United States dollar provides a competitive advantage to United States companies acquiring Canadian oil and gas properties and may make it more difficult for us to replace reserves through acquisitions.
There are numerous uncertainties inherent in estimating quantities of recoverable oil and natural gas reserves, including many factors beyond our control
The reserves estimates included in this AIF are estimates only. There are numerous uncertainties inherent in estimating quantities of reserves, including many factors beyond our control. In general, estimates of economically recoverable oil and natural gas reserves and the future net revenues therefrom are based upon a number of factors and assumptions made as of the date on which the reserves estimates were
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determined, such as geological and engineering estimates which have inherent uncertainties, the assumed effects of regulation by governmental agencies, historical production from the properties, initial production rates, production decline rates, the availability, proximity and capacity of oil and gas gathering systems, pipelines and processing facilities and estimates of future commodity prices and capital costs, all of which may vary considerably from actual results.
All such estimates are, to some degree, uncertain and classifications of reserves are only attempts to define the degree of uncertainty involved. For these reasons, estimates of the economically recoverable oil and natural gas reserves attributable to any particular group of properties, the classification of such reserves based on risk of recovery and estimates of future net revenues expected therefrom, prepared by different engineers or by the same engineers at different times, may vary substantially. Our reserves as at December 31, 2024 are estimated using forecast prices and costs as set forth under "Statement of Reserves Data - Pricing Assumptions". If we realize lower prices for crude oil, natural gas liquids and natural gas and they are substituted for the estimated price assumptions, the present value of estimated future net revenues for our reserves and net asset value would be reduced and the reduction could be significant. Our actual production, revenues, royalties, taxes and development, abandonment and operating expenditures with respect to our reserves will likely vary from such estimates, and such variances could be material.
Estimates of reserves that may be developed and produced in the future are often based upon volumetric calculations and upon analogy to similar types of reserves, rather than upon actual production history. Reserve reports based on these methods are generally less reliable than those based on actual production history. Subsequent evaluation of the same reserves based upon production history will result in variations in the previously estimated reserves and such variances could be material.
Acquiring, developing and exploring for oil and natural gas involves many physical hazards. We have not insured and cannot fully insure against all risks related to our operations
Our crude oil and natural gas operations are subject to all of the risks normally incidental to the: (i) storing, transporting, processing, refining and marketing of crude oil, natural gas and other related products; (ii) drilling and completion of crude oil and natural gas wells; including horizontal multi-well pad developments; and (iii) operation and development of crude oil and natural gas properties, including, but not limited to: encountering unexpected formations or pressures, premature declines of reservoir pressure or productivity, blowouts, fires, explosions, equipment failures and other accidents, gaseous leaks, uncontrollable or unauthorized flows of crude oil, natural gas or well fluids, migration of harmful substances, oil spills, corrosion, adverse weather conditions, pollution, acts of vandalism, theft and terrorism and other adverse risks to the environment.
If any of the foregoing risks were to materialize, we could sustain material losses as a result of injury or loss of life, damage to, or destruction of, property, natural resources or equipment, including the costs of repair or replacement, pollution or other environmental harm, interruptions to our ongoing operations, including the reduction or shutting-in of existing production, regulatory investigations and administrative, civil and criminal penalties, and limitation or suspension of current or future operations.
Although we maintain insurance in accordance with customary industry practice, we are not fully insured against all of these risks nor are all such risks insurable and in certain circumstances we may elect not to obtain insurance to deal with specific risks due to the high premiums associated with such insurance or other reasons. In addition, the nature of these risks is such that liabilities could exceed policy limits, in which event we could incur significant costs that could have a material adverse effect on our business, financial condition, results of operations and prospects.
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We are not the operator of a significant portion of our drilling locations in the Eagle Ford and, therefore, we will not be able to control the timing of development, associated costs or the rate of production of that acreage
ConocoPhillips is the operator of a significant portion of our Eagle Ford acreage which is located in the Karnes and Atascosa counties and we are reliant upon ConocoPhillips to operate successfully. ConocoPhillips will make decisions based on its own best interest and the collective best interest of all of the working interest owners of this acreage, which may not be in our best interest. We have a limited ability to exercise influence over the operational decisions of ConocoPhillips, including the setting of capital expenditure budgets and determination of drilling locations and schedules. The success and timing of development activities, operated by ConocoPhillips, will depend on a number of factors that will largely be outside of our control, including the timing and amount of capital expenditures, ConocoPhillips's expertise and financial resources, approval of other participants in drilling wells, selection of technology, and the rate of production of reserves.

To the extent that the capital expenditure requirements related to our Eagle Ford acreage exceeds our budgeted amounts, it may reduce the amount of capital we have available to invest in our other assets. We have the ability to elect whether or not to participate in well locations proposed by ConocoPhillips on an individual basis. If we elect to not participate in a well location, we forgo any revenue from such well until ConocoPhillips has recouped, from our working interest share of production from such well, 300% to 500% of our working interest share of the cost of such well.
Our thermal heavy oil projects face additional risks compared to conventional oil and gas production
Our thermal heavy oil projects are capital intensive projects which rely on specialized production technologies. Certain current technologies for the recovery of heavy oil, such as CSS and SAGD, are energy intensive, requiring significant consumption of natural gas and other fuels in the production of steam that is used in the recovery process. The amount of steam required in the production process varies and therefore impacts costs. The performance of the reservoir can also affect the timing and levels of production using new technologies. A large increase in recovery costs could cause certain projects that rely on CSS, SAGD or other new technologies to become uneconomic, which could have an adverse effect on our financial condition and our reserves. There are risks associated with growth and other capital projects that rely largely or partly on new technologies and the incorporation of such technologies into new or existing operations. The success of projects incorporating new technologies cannot be assured.
Project economics and our earnings may be reduced if increases in operating costs are incurred. Factors which could affect operating costs include, without limitation: the costs imposed by GHG emissions regulations, labour costs, the cost of catalysts and chemicals, the cost of natural gas and electricity, water handling and availability, power outages, produced sand causing issues of erosion, hot spots and corrosion, reliability of facilities, maintenance costs, the cost to transport sales products and the cost to dispose of certain by-products.

We may be unable to compete successfully with other organizations in the oil and natural gas industry, or obtain required vendor services to compete
The oil and natural gas industry is highly competitive in all of its phases. The Corporation competes with numerous other entities in the exploration for, and the development, production and marketing of, oil and natural gas, as well as for capital, acquisitions of reserves and/or resources, undeveloped lands, skilled/qualified labour, access to drilling rigs, service rigs and other equipment and materials such as drilling rigs, hydraulic fracturing pumping equipment and related skilled personnel, access to processing facilities, pipeline and refining capacity, as well as many other services, and in many other respects, with a substantial number of other organizations, many of which may have greater technical and financial resources than the Corporation. As a result, such competition can significantly increase costs and some of the Corporation's competitors may have greater opportunities and be able to access, services or vendors that the Corporation is not able to access, thereby limiting its ability to compete.
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Our information technology systems are subject to certain risks
We utilize and have become increasingly dependent upon a number of information technology systems for the administration and management of our business and are subject to a variety of information technology and system risks as a part of our normal course operations, including potential breakdown, invasion, virus, cyber-attack, cyber-fraud, security breach, and destruction or interruption of the Corporation's information technology systems by third parties or insiders. If our ability to access and use these systems is interrupted and cannot be quickly and easily restored then such event could have a material adverse effect on us. Furthermore, although the Corporation has security measures and controls in place to mitigate these risks, a breach of its security measures and/or a loss of information could occur and result in a loss of material and confidential information and reputation, breach of privacy laws, and/or disruption to business activities. The significance of any such event is difficult to quantify but may in certain circumstances be material and could have a material adverse effect on the Corporation's business, financial condition and results of operations. In addition, our vendors, suppliers and other businesses partners may separately suffer disruptions as a result of such security breaks which may directly or indirectly affect our business activities.

Adverse results from litigation may have an adverse affect on our business and reputation
In the normal course of our operations, we currently are and from time to time in the future may become involved in, be named as a party to, or be the subject of, various legal proceedings, including regulatory proceedings, tax proceedings and legal actions. Potential litigation may develop in relation to personal injuries, including resulting from exposure to hazardous substances, property damage, property taxes, land and access rights, and environmental issues, including claims relating to contamination or natural resource damages and contract disputes. The outcome with respect to outstanding, pending or future proceedings cannot be predicted with certainty and may be determined adversely to us and could have a material adverse effect on our assets, liabilities, business, financial condition and results of operations. Even if we prevail in any such legal proceedings, the proceedings could be costly and time-consuming and may divert the attention of management and key personnel from business operations, which could have an adverse effect on our financial condition. For further details, see "Legal Proceedings and Regulatory Actions".

Our Credit Facilities may not provide sufficient liquidity and a failure to renew our Credit Facilities at maturity could adversely affect our financial condition
Our Credit Facilities and any replacement credit facilities may not provide sufficient liquidity. The amounts available under our Credit Facilities may not be sufficient for future operations, or we may not be able to obtain additional financing on economic terms, if at all. There can be no assurance that the amount of our Credit Facilities will be adequate for our future financial obligations, including future capital expenditures, or that we will be able to obtain additional funds. In the event we are unable to refinance our debt obligations, it may impact our ability to fund ongoing operations. In the event that the Credit Facilities are not extended prior to maturity, indebtedness under the Credit Facilities will be repayable at that time. There is also a risk that the Credit Facilities will not be renewed for the same amount or on the same terms. See "Description of Capital Structure".
Failure to comply with the covenants in the agreements governing our debt, including our obligation to repay the Senior Notes at maturity, could adversely affect our financial condition
We are required to comply with the covenants in our Credit Facilities and the Senior Notes. If we fail to comply with such covenants, are unable to repay or refinance amounts owned at maturity or pay the debt service charges or otherwise commit an event of default, such as bankruptcy, it could result in the seizure and/or sale of our assets by our creditors. The proceeds from any sale of our assets would be applied to satisfy amounts owed to the secured creditors and then unsecured creditors. Only after the proceeds of that sale were applied towards our debt would the remainder, if any, be available for the benefit of our Shareholders.
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Expansion into New Activities

Our operations and the expertise of our management are currently focused primarily on oil and natural gas production, exploration and development in the Provinces of Alberta and Saskatchewan and the State of Texas. In the future, we may acquire or move into new industry related activities or new geographical areas and may acquire different energy-related assets. As a result, we may face unexpected risks or, alternatively, our exposure to one or more existing risk factors may be significantly increased, which may in turn result in our future operational and financial conditions being adversely affected.

Indigenous Land and Rights Claims
Opposition by Indigenous groups to the conduct of the Corporation's operations, development or exploratory activities in any of the jurisdictions in which the Corporation conducts business may negatively impact it in terms of public perception, diversion of management's time and resources, and legal and other advisory expenses, and could adversely impact the Corporation's progress and ability to explore and develop properties.

Indigenous peoples have claimed Indigenous rights and title in portions of Western Canada. We are not aware that any claims have been made in respect of our properties and assets. However, if a claim arose and was successful, such claim may have a material adverse effect on our business, financial condition, results of operations and prospects. In addition, the process of addressing such claims, regardless of the outcome, is expensive and time consuming and could result in delays in the construction of infrastructure systems and facilities which could have a material adverse effect on our business and financial results.

We are subject to risk of default by the counterparties to our contracts and our counterparties may deem us to be a default risk
We are subject to the risk that counterparties to our risk management contracts, marketing arrangements and operating agreements and other suppliers of products and services may default on their obligations under such agreements or arrangements, including as a result of liquidity requirements or insolvency. Furthermore, low oil and natural gas prices increase the risk of bad debts related to our joint venture and industry partners. A failure by such counterparties to make payments or perform their operational or other obligations to us may adversely affect our results of operations, cash flow from operating activities and financial position. Conversely, our counterparties may deem us to be at risk of defaulting on our contractual obligations. These counterparties may require that we provide additional credit assurances by prepaying anticipated expenses or posting letters of credit, which would decrease our available liquidity and increase our costs.
Geopolitical risk and conflicts in or around major oil and gas producing nations can significantly impact commodity prices and, therefore the financial condition of the oil and gas industry
Existing or future conflicts in major oil and gas producing nations and the international response may have potential wide-ranging consequences for global market volatility and economic conditions, including affecting crude oil and natural gas prices. Financial and trade sanctions that may be imposed against countries involved in such conflicts may have continued far-reaching effects on the global economy, energy and commodity prices. The short-, medium- and long-term implications of any such conflicts is difficult to predict with any degree of certainty. Depending on the extent, duration, and severity of such conflict(s), it may have the effect of heightening many of the other risks described herein, including, without limitation, risks relating to global market volatility and economic conditions; cybersecurity threats; crude oil and natural gas prices; inflationary pressures, interest rates and costs of capital; change in trade relations and policies, including the potential for tariffs; and supply chains and cost-effective and timely transportation.

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The Corporation could lose its status as a "foreign private issuer" in the United States

The Corporation is required to assess its "foreign private issuer" ("FPI") status under U.S. securities laws on an annual basis at the end of its second quarter. While the Corporation currently qualifies as an FPI, it could lose its FPI status in the future. If the Corporation were to lose its status as an FPI it would be required to fully comply with both U.S. and Canadian securities and accounting requirements applicable to domestic issuers in each country. In addition, if the Corporation loses its FPI status, it would be required to report as a U.S. domestic issuer and be subject to other U.S. securities laws applicable to U.S. domestic issuers. The regulatory and compliance costs to the Corporation under U.S. securities laws as a U.S. domestic issuer may be significantly greater than the costs the Corporation incurs as a foreign private issuer. For example, as a U.S. domestic issuer, the Corporation would be required to file periodic reports and registration statements with the SEC on U.S. domestic issuer forms, which are more detailed and extensive in certain respects than the forms available to the Corporation as a foreign private issuer. The Corporation would also be required to report its oil and gas reserves and production information in accordance with applicable U.S. disclosure requirements. Such conversion and modifications would involve additional costs and may restrict the Corporation’s access to capital markets for a period of time until it has satisfied SEC reporting requirements. In addition, the Corporation may lose its ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to FPIs, which could also increase its costs.

Conflicts of interest may arise between the Corporation and its directors and officers

Circumstances may arise where directors and officers of the Corporation are directors or officers of other companies involved in the oil and gas industry which are in competition to, or otherwise in conflict with, the interests of the Corporation. Directors are required to abstain from voting on matters when they are in conflict. Employees, including officers, are not permitted to partake in activities that do not support the best interests of the Corporation. Where employee conflicts exist, they are to be provided in writing to our Human Resources Department, which discloses all conflicts to Chief Legal Officer. See "Directors and Officers – Conflicts of Interest" and the Corporation’s Code of Business Conduct and Ethics at www.baytexenergy.com.

Risks Related to Ownership of our Securities
Changes in market-based factors may adversely affect the trading price of the Common Shares
The market price of our Common Shares is sensitive to a variety of market-based factors including, but not limited to, commodity prices, interest rates, foreign exchange rates, the decision of certain indices to include our Common Shares and the comparability of the Common Shares to other securities. Any changes in these market-based factors may adversely affect the trading price of the Common Shares.
Forward-Looking Information rely upon assumptions which may not prove correct
Shareholders and prospective investors are cautioned not to place undue reliance on our forward-looking information. By its nature, forward-looking information involves numerous assumptions, known and unknown risks and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking information or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate.
Additional information on the risks, assumption and uncertainties are found under the heading “Notice to Reader – Special Note Regarding Forward-Looking Statements” of this AIF.
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Dividends on the Corporation's Common Shares and Common Share repurchases are variable

The future acquisition by the Corporation of Common Shares pursuant to a share buyback (including through its NCIB) and the payment of dividends, if any, and the level thereof is uncertain. Any decision to acquire Common Shares pursuant to a share buyback or to pay dividends will be subject to the discretion of the Board and may depend on a variety of factors, including, without limitation, the Corporation's business performance, financial condition, financial requirements, commodity prices, growth plans, expected capital requirements and other conditions existing at such future time including, without limitation, contractual restrictions and satisfaction of the solvency tests imposed on the Corporation under applicable corporate law. In the future, there can be no assurance of the number of Common Shares that the Corporation will acquire pursuant to a share buyback and there can be no assurance that dividends will be paid or, if paid the amount of such dividends.

Certain Risks for United States and other non-resident Shareholders
The ability of investors resident in the United States to enforce civil remedies is limited
We are a corporation incorporated under the laws of the Province of Alberta, Canada, our principal office is located in Calgary, Alberta and a substantial portion of our assets are located outside the United States. Most of our directors and officers and the representatives of the experts who provide services to us (such as our auditors and our independent qualified reserves evaluators), and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors in the United States to effect service of process within the United States upon such directors, officers and representatives of experts who are not residents of the United States or to enforce against them judgments of the United States courts based upon civil liability under the United States federal securities laws or the securities laws of any state within the United States. There is doubt as to the enforceability in Canada against us or any of our directors, officers or representatives of experts who are not residents of the United States, in original actions or in actions for enforcement of judgments of United States courts of liabilities based solely upon the United States federal securities laws or securities laws of any state within the United States.
Canadian and United States practices differ in reporting reserves and production and our estimates may not be comparable to those of companies in the United States
We report our production and reserves quantities in accordance with Canadian practices and specifically in accordance with NI 51-101. These practices are different from the practices used to report production and to estimate reserves in reports and other materials filed with the SEC by companies in the United States.
We incorporate additional information with respect to production and reserves which is either not required to be included or prohibited under rules of the SEC and practices in the United States. We follow the Canadian practice of reporting gross production and reserve volumes (before deduction of Crown and other royalties). We also follow the Canadian practice of using forecast prices and costs when we estimate our reserves, whereas the SEC rules require that a 12-month average price, calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period, be utilized.
We have included in this AIF estimates of proved reserves and proved plus probable reserves. Probable reserves have a lower certainty of recovery than proved reserves. The SEC requires oil and gas issuers in their filings with the SEC to disclose only proved reserves but permits the optional disclosure of probable reserves. The SEC definitions of proved reserves and probable reserves are different than NI 51-101; therefore, proved, probable and proved plus probable reserves disclosed in this AIF may not be comparable to United States standards.
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As a consequence of the foregoing, our reserves estimates and production volumes in this AIF may not be comparable to those made by companies utilizing United States reporting and disclosure standards.
There is additional taxation applicable to non-residents
Tax legislation in Canada may impose withholding or other taxes on the cash dividends, stock dividends or other property transferred by us to non-resident shareholders. These taxes may be reduced pursuant to tax treaties between Canada and the non-resident shareholder's jurisdiction of residence. Evidence of eligibility for a reduced withholding rate must be filed by the non-resident shareholder in prescribed form with their broker (or in the case of registered shareholders, with the transfer agent). In addition, the country in which the non-resident shareholder is resident may impose additional taxes on such dividends. Any of these taxes may change from time to time.
INDUSTRY CONDITIONS
Companies operating in the oil and natural gas industry are subject to extensive controls and regulation in respect of operations (including land tenure, exploration, development, production, refining and upgrading, transportation, and marketing) as a result of legislation enacted by various levels of government. The oil and gas industry is also subject to agreements among the governments of Canada, Alberta, Saskatchewan, the United States and Texas with respect to pricing and taxation of oil and natural gas. All current legislation is a matter of public record and we are unable to predict what additional legislation or amendments may be enacted. Outlined below are some of the principal aspects of legislation, regulations and agreements governing the oil and gas industry in western Canada and the United States.
Pricing and Marketing
Oil
In Canada and the United States, producers of oil are entitled to negotiate sales contracts directly with oil purchasers. Worldwide supply and demand factors primarily determine oil prices; however, prices are also influenced by regional markets and transportation issues. The specific price depends in part on oil quality, prices of competing fuels, distance to market, availability of transportation, value of refined products, the supply/demand balance and contractual terms of sale.
Oil can be exported from Canada provided that an order approving such export has been obtained from the National Energy Board of Canada (the "NEB") and the term of the export contract does not exceed one year in the case of light crude oil and two years in the case of heavy crude oil. Any Canadian oil export to be made pursuant to a contract of longer duration (to a maximum of 25 years) requires an exporter to obtain an export license from the NEB. Oil exports from the United States are controlled by the United States Department of Commerce. However, since December, 2015, only exports to embargoed or sanctioned countries require authorization from the U.S. Department of Commerce.
In an effort to increase the price for crude oil and bitumen produced in Alberta, the Government of Alberta announced production curtailments which came into effect on January 1, 2019. As implemented, each producer was provided a production allocation determined in part based upon each producer's prior year production measured over a one month or six month period. Production curtailments were removed as of December 2020 and the Government of Alberta stated that it will monitor market conditions and may reintroduce the curtailments if storage levels approach capacity.
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Natural Gas
In Canada and the United States, producers of natural gas are entitled to negotiate sales contracts directly with purchasers. Supply and demand determine the price of natural gas, which is calculated at the sale point, being the wellhead, the outlet of a gas processing plant, on a gas transmission system, at a storage facility, at the inlet to a utility system or at the point of receipt by the consumer. Accordingly, the price for natural gas is dependent upon such producer's own arrangements (whether long or short-term contracts and the specific point of sale). As natural gas is also traded on trading platforms such as the Natural Gas Exchange (NGX), Intercontinental Exchange or the New York Mercantile Exchange (NYMEX) in the United States, spot and future prices can also be influenced by supply and demand fundamentals on these platforms.
Natural gas exported from Canada is subject to regulation by the NEB and the Government of Canada. Exporters are free to negotiate prices and other terms with purchasers, provided that the export contracts must continue to meet certain other criteria prescribed by the NEB and the Government of Canada. Natural gas (other than propane, butane and ethane) exports for a term of less than two years or for a term of two to 20 years (in quantities of not more than 30,000 m3/day) must be made pursuant to an NEB order. Any natural gas export to be made pursuant to a contract of longer duration (to a maximum of 25 years) or for a larger quantity requires an export license from the NEB.
Natural gas exported from the United States is regulated principally by the Federal Energy Regulatory Commission ("FERC") and the United States Department of Energy ("DOE"). U.S. law provides for very limited regulation of exports to and imports from any country that has entered into a free trade agreement with the United States that provides for national treatment of trade in natural gas; however, the DOE regulation of imports and exports from and to countries without such free trade agreements is more comprehensive.
The FERC regulates rates and service conditions for the transportation of natural gas in interstate commerce. The prices and terms of access to intrastate pipeline transportation are subject to state regulation. In Texas, the primary regulator is the Railroad Commission of Texas ("RRC"). Facilities used in the production or gathering of natural gas in interstate commerce are generally exempt from FERC jurisdiction. However, the distinction between FERC-regulated transmission pipelines and unregulated gathering systems is made by the FERC on a case-by-case basis and has been subject to extensive litigation.
North American Free Trade
The North American Free Trade Agreement among the governments of Canada, the United States and Mexico came into force on January 1, 1994. On July 1, 2020 this agreement was updated and replaced by the United States Mexico Canada Agreement "USMCA". In the context of energy resources, Canada continues to remain free to determine whether exports of energy resources to the United States or Mexico will be allowed, provided that any export restrictions do not: (i) reduce the proportion of energy resources exported relative to the total supply of goods of the party maintaining the restriction as compared to the proportion prevailing in the most recent 36-month period; (ii) impose an export price higher than the domestic price (subject to an exception with respect to certain measures which only restrict the volume of exports); and (iii) disrupt normal channels of supply.
All three signatory countries are prohibited from imposing a minimum or maximum export price requirement in any circumstance where any other form of quantitative restriction is prohibited. The signatory countries are also prohibited from imposing a minimum or maximum import price requirement, except as permitted in enforcement of countervailing and anti-dumping orders and undertakings. USMCA requires energy regulators to ensure the orderly and equitable implementation of any regulatory changes and to ensure that the application of those changes will cause minimal disruption to contractual arrangements and avoid undue interference with pricing, marketing and distribution arrangements, all of which are important for Canadian oil and natural gas exports.
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Tariffs
On February 1, 2025, the new U.S. administration issued an executive order directing the United States to impose new tariffs on imports from Canada to take effect on February 4, 2025. The tariffs are an additional 25% rate of duty on all imports from Canada except Canadian energy resources exports, which are subject to a 10% tariff. On February 3, 2025, it was announced that the implementation of these tariffs would be paused for a 30-day period. The tariffs were implemented on March 4, 2025. The impact of these tariffs is subject to a number of factors including duration, change in the amount, scope and nature, and the impact of any countermeasures or retaliatory tariffs, and any mitigating actions that may become available is also currently uncertain.
Royalties and Incentives
In addition to federal regulation, each province in Canada and each state in the United States has legislation and regulations that govern royalties, production rates and other matters. The royalty regime is a significant factor in the profitability of hydrocarbon production. Royalties payable on production from lands other than Crown lands in Canada and federal and state lands in the United States are determined by negotiation between the mineral freehold owner and the lessee, although production from such lands is subject to certain taxes and royalties. Royalties from production on Crown lands in Canada and federal and state lands in the United States are determined by governmental regulation and are generally calculated as a percentage of the value of gross production. The rate of royalties payable generally depends in part on prescribed reference prices, well productivity, geographical location, field discovery date, method of recovery and the type or quality of the petroleum product produced.
From time to time, the federal and provincial governments in Canada and the federal and state governments in the United States create incentive programs for exploration and development. Such programs often provide for royalty rate reductions, royalty holidays or royalty tax credits and are generally introduced to encourage specific types of exploration and development activity.
Land Tenure
In the Provinces of Alberta and Saskatchewan, the rights to crude oil and natural gas are predominantly owned by the provincial government. Provincial governments grant rights to explore for and produce oil and natural gas pursuant to leases, licenses, and permits for varying terms, and on conditions set forth in provincial legislation, including requirements to perform specific work or make payments. In the United States, private ownership of the rights to crude oil and natural gas is predominant. Where mineral rights are privately owned, the rights to explore for and produce such oil and natural gas are granted by lease on such terms and conditions as may be negotiated. Private ownership of oil and natural gas also exists in western Canada. Government and private leases are generally granted for an initial fixed term but may generally be continued provided certain minimum levels of drilling operations or production have been achieved and all lease rentals have been timely paid, subject to certain exceptions.
To develop minerals, including oil and gas, it is necessary for the mineral estate owner(s) to have access to the surface estate. Under common law in Canada and the United States, the mineral estate is considered the "dominant" estate with the right to extract minerals subject to reasonable use of the surface. Each province and state has developed and adopted their own statutes that operators must follow both prior to drilling and following drilling, including notification requirements and the provision of compensation for lost land use and surface damages. The surface rights required for pipelines and facilities are generally governed by leases, easements, rights-of-way, permits or licenses granted by landowners or governmental authorities.
Liability Management Rating Programs
The provinces of Alberta and Saskatchewan both have liability management programs in respect of conventional upstream oil and gas wells, facilities and pipelines. Both programs require a licensee whose deemed liabilities equal or exceed its deemed assets within the jurisdiction to provide a security deposit.
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In response to energy company insolvencies and the associated financial risk, Alberta and Saskatchewan have expanded their liability management programs to become more stringent in recent years. Additional measures of corporate health, beyond simple asset and liability ratios, are now utilized to determine whether a company can hold, transfer or acquire well licenses. These holistic assessments of companies have reduced the number of parties which can acquire assets. Alberta and Saskatchewan have also introduced mandatory asset retirement obligation spending programs. These programs require a licensee to spend a set percentage of its deemed inactive liability, each year, on abandonment, decommissioning and reclamation.

In Texas, each operator of a well must file a bond, letter of credit, or cash deposit with the RRC. The amount of the bond, letter of credit or deposit varies by number and type of wells, but is not dependent upon the financial capacity of the operator.

Environmental Regulation
The oil and natural gas industry is currently subject to stringent environmental regulation pursuant to a variety of municipal, provincial, state and federal controls, laws, rules and regulations governing the spill, release or emission of materials into the environment, or otherwise relating to environmental protection, all of which is subject to governmental review and revision from time to time. Such controls, laws, rules and regulations, among other things, require the acquisition of permits or other approvals to conduct drilling and other regulated activities; restrict the types, quantities and concentration of various substances that can be released into the environment or injected into formations in connection with oil and natural gas drilling and production activities; limit or prohibit drilling activities on certain lands lying within wilderness, wetlands and other protected areas; require remedial measures to mitigate pollution from former and ongoing operations, such as requirements to close pits and plug abandoned wells; impose specific safety and health criteria addressing worker protection; and impose substantial liabilities for pollution resulting from drilling and production operations. In addition, controls, laws, rules and regulations set out the requirements with respect to oilfield waste handling and storage, habitat protection and the satisfactory operation, maintenance, abandonment and reclamation of well and facility sites. Compliance with such controls, laws and regulations can require significant expenditures and a breach of such requirements may result in suspension or revocation of necessary licenses and authorizations, remedial obligations, civil liability and the imposition of material administrative, civil and criminal penalties.
Environmental legislation in the Province of Alberta is, for the most part, set out in the Environmental Protection and Enhancement Act and the Oil and Gas Conservation Act, which impose strict environmental standards with respect to releases of effluents and emissions, including monitoring and reporting obligations, and impose significant penalties for non-compliance. Environmental legislation in the Province of Saskatchewan is, for the most part, set out in the Environmental Management and Protection Act, 2002 and the Oil and Gas Conservation Act, which regulate harmful or potentially harmful activities and substances, any release of such substances, and remediation obligations.
In the United States, environmental regulation is administered by numerous agencies under multiple statutes, as amended from time to time. The environmental and occupational health and safety agencies that most significantly affect our operations include the Federal Environmental Protection Agency ("EPA"), the Texas Commission on Environmental Quality ("TCEQ") and the RRC.
The EPA regulates activities that could affect human health and the environment. It derives its authority from a long list of Acts of Congress, including the Clean Water Act, the Clean Air Act, the Oil Pollution Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act and the Safe Drinking Water Act. The EPA establishes and strictly enforces standards for environmental pollution. At the state level in Texas, the TCEQ regulates public health and natural resources, including air, water and waste, and the RRC regulates the stewardship of oil and natural gas resources, along with some aspects of environmental protection and safety related to extraction of those resources. The RRC regulations establish environmental remediation and reporting criteria for the cleanup of oil and produced water spills.
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Climate Change Regulation and Litigation
Canada and the United States are signatories to the United Nations Framework Convention on Climate Change (the "UNFCCC") and are participants in the Copenhagen Accord, a non-binding agreement created by the UNFCCC that represents a broad political consensus and reinforces commitments to reducing GHG emissions. Both governments also signed the Paris Agreement in December 2015, which included a commitment to keep any increase in global temperatures below two degrees Celsius, and a commitment to pursue efforts to limit any increase to 1.5 degrees Celsius. To meet these long-term commitments, nations establish reduction targets through Nationally Determined Contributions. In January 2025 under the Executive Order Putting America First in International Environmental Agreements, the Trump administration outlined its approach to international climate commitments and withdrew from the Paris Agreement. In 2021, Canada and the United States joined over 90 other countries in the Global Methane Pledge, which aims to reduce global methane emissions by 30% below 2020 levels by 2030. In 2024, both countries reaffirmed their respective commitments, though it remains unclear whether the Trump administration will maintain this commitment in the future.

Canada’s climate plan includes a target to reduce GHG emissions by 40-45% from 2005 levels by 2030 and a commitment to reaching net zero emissions by 2050 has been legislated. Several policy measures have been put in place to assist in achieving these targets. In 2022, Canada released its first Emissions Reduction Plan under the Canadian Net-Zero Emissions Accountability Act. It models a pathway to achieving Canada’s 2030 target and includes a 42% reduction in oil and gas sectorial emissions from current levels. In December 2023, Canada released draft amendments to Federal methane regulations. The regulation is expected to achieve a 75 percent reduction in oil and gas methane below 2012 levels by 2030. In November 2024, a draft of the Oil and Gas Sector Emissions Cap Regulations (the Cap) was released. The Cap, is a cap-and-trade system and is scheduled to take affect in 2030. Canadian provincial and federal climate policies, including carbon pricing regulations and methane regulations, have financial and operating impacts on our Canadian business segment.

The United States has committed to reducing GHG emissions by 50-52% from 2005 levels by 2030 and reaching net zero by 2050. Final Methane regulations under OOOOb/c were released by the Environmental Protection Agency (EPA) in December 2023 and published in March 2024. The Methane rules outline strengthened nationwide emissions guidelines for states to limit methane emissions from all (existing and new) oil and gas facilities. It is expected to result in a nearly 80 percent reduction in methane emissions from 2024 to 2038. Following his inauguration in January 2025. President Trump has directed agencies and Departments to review all existing actions which impose an “undue burden” on conventional resources under the Executive Order Unleashing American Energy. There is uncertainty around how the directives of the Executive Order will impact methane rules and climate commitments.

Carbon Pricing
In 2019, the Government of Canada implemented the federal Greenhouse Gas Pollution Pricing Act. The Act established a federal benchmark carbon pollution pricing system applied to fuel and combustible waste. The enacted federal carbon pricing impacts provincial jurisdictions that do not have an equivalent Output-Based Pricing System in place. The Provinces of Saskatchewan and Alberta, where Baytex operates, have performance standards in place which determine our financial exposure to the federal carbon pollution pricing system. Both provinces have obtained and must maintain federal equivalency for their programs. These provincial programs have associated compliance costs when performance standards, relative to an emissions benchmark, cannot be fully met. Compliance costs differ by province depending on the performance standard requirement and compliance cost rate. Emissions coverage under the performance standards includes stationary combustion (since 2019) and flaring (since 2023) emissions.

Carbon pricing in Canada is currently set to $80 per tonne CO2e in 2024 and escalates $15 per tonne CO2e annually to $170 per tonne CO2e by 2030. There are direct costs of compliance fees in the performance standards, as well as inflationary influences on the cost of services and products as carbon pricing increases fuel costs for service providers. Registering our facilities in provincial performance standards limits the financial exposure of compliance fees.

In the Province of Saskatchewan, the Output-Based Performance Standard regulation applies to facilities emitting more than 25,000 tonne CO2e. Our facilities in Saskatchewan do not meet the large emitter
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criteria; however, we have opted into this provincial regulation by aggregating all of our other operated facilities. As a result our operated facilities are not subject to the federal carbon pollution pricing system. This provincial program requires a 10 percent reduction for 2024 and escalates 1.67% annually to an anticipated total 20% reduction by 2030, when compared to a 2019 baseline for stationary combustion and a 2020-2022 baseline for flaring. To the extent a company does not meet the required compliance rate reduction, annual compliance fees apply to the excess regulated emissions. The Province matches the federal carbon pricing schedule out to 2030 and applies this price to the excess emissions.

In the Province of Alberta, the Technology Innovation and Emission Reduction regulation applies to facilities that emit more than 100,000 tonne CO2e. None of our facilities meet this threshold; however, we chose to opt into this provincial regulation by aggregating our operated facilities and, as a result, our operated facilities are not subject to the federal carbon pollution pricing system. The Alberta regulation requires an immediate 10% reduction from a 2020 benchmark and escalates 2% per year starting in 2023 to an anticipated 26% for fuel and 24% for flaring by 2030. To the extent a company does not meet the required reduction, annual compliance fees apply to the excess regulated emissions. The Province matches the federal carbon pricing schedule out to 2030 and applies this price to the excess emissions. Regulatory compliance offset credits are generated in the provincial compliance programs if emissions are reduced beyond the annual compliance rate reduction requirement.

In November 2024, the United States Waste Emissions Charge (WEC) regulations were finalized, imposing a fee on the emissions of methane from the oil and gas sector that exceed a set threshold. The WEC would impose an excess methane fee of US$36 per tonne CO2e ($900 per tonne of methane) on 2024 emissions. In early 2025, legal challenges against the WEC regulations were commenced and Congress subsequently voted to repeal the regulations. This repeal is now subject to approval by President Trump.

Methane Regulations
In 2018, Environment and Climate Change Canada set in place federal regulations for methane emissions from the oil and gas sector which came into force January 1, 2020. These regulations are set to achieve a methane reduction from upstream oil and gas facilities of 40-45% below 2012 levels by 2025. The Provinces take responsibility for energy and natural resources within their boundaries and have bodies to govern these activities. The Provinces of Alberta and Saskatchewan have developed GHG emissions reduction programs of their own that have achieved equivalency under the federal regulations. These programs have increasing regulatory stringency in subsequent years and, if specified climate-related outcomes are not met, additional regulations could come into force. The Government of Canada has committed to expanding its oil and gas methane emissions reduction target to at least a 75% reduction below 2012 levels by 2030. In December 2023, draft federal methane regulations for the oil and gas sector were released to achieve the 2030 target.

In the United States, air contaminants are the focus of current federal and Texas state standards, while methane rules are limited to new, modified, or reconstructed sites. In 2021, the EPA released its first methane proposal with final rules released in December 2023 and published in March 2024. It outlines nationwide emissions guidelines for states to limit methane emission from oil and gas. The finalized Federal rule faces legal challenges.

Tightening methane regulations in future years may require retrofitting existing sites, equipment upgrades, GHG reduction project planning, capital investment, air monitoring and other reporting requirements. Additional future costs will be associated with equipment, projects, monitoring and reporting. We continue to monitor ongoing developments and proposed regulations to ensure regulatory compliance can be achieved.

Litigation
In addition, certain municipal entities and advocacy organizations have sued oil companies in the United States and threatened to sue oil companies in Canada for damage caused by climate change. Certain large oil companies have also been sued in the United States under securities laws for failing to disclose the risks associated with climate change. At this time we cannot predict if we will be included in any such litigation, whether the legal theories advanced in such lawsuits will be accepted by the courts or the potential impact of any such lawsuits.
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Indigenous Rights
Constitutionally mandated government-led consultation with and, if applicable, accommodation of, indigenous groups impacted by regulated industrial activity, as well as proponent-led consultation and accommodation or benefit sharing initiatives, play an increasingly important role in the Western Canadian oil and gas industry. In addition, Canada is a signatory to the United Nations Declaration of the Rights of Indigenous Peoples ("UNDRIP") and the principles set forth therein may continue to influence the role of Indigenous engagement in the development of the oil and gas industry in Western Canada. In December 2020, the federal government introduced Bill C-15: An Act respecting the United Nations Declaration on the Rights of Indigenous Peoples Act ("Bill C-15"). The intention of Bill C-15, if passed, is to establish a process whereby the Government of Canada will take all measures necessary to ensure the laws of Canada are consistent with the principles of UNDRIP and to implement an action plan to address UNDRIP's objectives.

Continued development of common law precedent regarding existing laws relating to Indigenous consultation and accommodation as well as the adoption of new laws such as UNDRIP and Bill C-15 are expected to continue to add uncertainty to the ability of entities operating in the Canadian oil and gas industry to execute on major resource development and infrastructure projects, including, among other projects, pipelines.

Occupational Health and Safety

The Corporation’s operations must be carried out in accordance with safe work procedures, rules and policies contained in applicable safety legislation. Such legislation requires that every employer ensures the health and safety of all persons at any of its work sites and all workers engaged in the work of that employer. The legislation, which provides for incident reporting procedures, also requires every employer to ensure all of its employees are aware of their duties and responsibilities under the applicable legislation. Penalties under applicable occupational health and safety legislation include significant fines and incarceration.

General
Implementation of more stringent environmental regulations on our operations could affect the capital and operating expenditures and plans for our operations. In addition to the agencies that directly regulate oil and gas operations, there are other state and local conservation and environmental protection agencies that regulate air quality, water quality, fish, wildlife, visual quality, transportation, noise, spills, incidents and transportation.
We believe that, in all material respects, we are in compliance with, and have complied with, all applicable environmental laws and regulations. We have made and will continue to make expenditures in our efforts to comply with all applicable environmental regulations and requirements. We consider these a normal, recurring cost of our ongoing operations and not an extraordinary cost of compliance with governmental regulations. We believe that our continued compliance with existing requirements has been accounted for and will not have a material adverse impact on our financial condition, results of operations and operating cash flows. However, we cannot predict the passage of or quantify the potential impact of any more stringent future laws and regulations at this time.
DIVIDENDS
Commencing in the third quarter of 2023, the Corporation began paying a quarterly dividend on the first business day of each quarter to Shareholders of record on the 15th day of the month prior to the payment date.

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Although the Corporation strives to maintain consistent dividend payments, the amount of cash dividends to be paid on Common Shares, if any, will be at the discretion of the Board of Directors and may vary based on a variety of factors. These factors include fluctuations in the price of oil and gas, exchange rates and production rates, reserves growth, the size of development drilling programs and the portion thereof funded from cash flow and the overall level of debt and working capital of the Corporation, the prevailing economic and competitive environment, the taxability of Baytex, Baytex's ability to raise capital, the amount of capital expenditures, the satisfaction of solvency tests imposed by the Business Corporations Act (Alberta) for the declaration and payment of dividends and other conditions existing from time to time. There can be no guarantee that Baytex will maintain the quantum or frequency of its dividends.

The agreements governing the Credit Facilities and Senior Notes stipulate that distributions to Shareholders and share repurchases are not permitted if the Corporation is in default under the agreements or the payment of such distribution would cause an event of default.

The following table sets forth the amount of cash dividends declared per Common Share by the Corporation for the periods indicated.

Declaration Date Dividend
$ per Common Share
July 27, 2023 0.0225
November 2, 2023 0.0225
February 28, 2024 0.0225
May 9, 2024 0.0225
July 25, 2024 0.0225
October 31, 2024 0.0225
DESCRIPTION OF CAPITAL STRUCTURE
Share Capital
Baytex is authorized to issue an unlimited number of Common Shares without nominal or par value and 10,000,000 Preferred Shares, without nominal or par value, issuable in series. As at the date of this AIF, there are no Preferred Shares outstanding.
The following is a summary of certain provisions of the share capital of Baytex. For a complete description of these provisions, please refer to Baytex's Articles of Incorporation, available on the SEDAR+ website at www.sedarplus.ca (filed on January 10, 2011).
Common Shares
Holders of Common Shares are entitled to notice of meetings of the holders of Common Shares and to attend the meetings and to one vote per Common Share at such meetings (other than for meetings of a class or series of shares of the Corporation other than the Common Shares).
Holders of Common Shares will be entitled to receive dividends as and when declared by the Board, subject to prior satisfaction of all preferential rights to dividends attached to shares of other classes of shares of the Corporation ranking in priority to the Common Shares in respect of dividends.
Holders of Common Shares will be entitled in the event of any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs, and subject to prior satisfaction of all preferential rights to return of capital on dissolution attached to all shares of other classes of shares of the Corporation ranking in priority to the Common Shares in respect of return of capital on dissolution, to share rateably, together with the holders of shares of any other class of shares of the Corporation ranking equally with the Common Shares in respect of return of capital on dissolution, in such assets of the
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Corporation as are available for distribution.
Preferred Shares
Preferred Shares may be issued from time to time in one or more series, each series to consist of such number of shares as may be authorized by the Board, and subject to the provisions of the ABCA, the Board may fix the rights, restrictions, privileges, conditions and designations attached to each series of Preferred Shares. The Preferred Shares shall be entitled to preference over the Common Shares and any other shares of the Corporation ranking junior to the Preferred Shares with respect to payment of dividends and the distribution of assets in the event of liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, to the extent fixed in the case of each respective series, and may also be given such other preferences over the Common Shares and any other shares of the Corporation ranking junior to the Preferred Shares as may be fixed in the case of each such series.
Senior Notes
On April 27, 2023, we issued US$800 million aggregate principal amount of 2030 Notes bearing interest at a rate of 8.50% per annum payable semi-annually. The 2030 Notes were issued at 98.709% of par and are redeemable at our option, in whole or in part, at specified redemption prices after April 30, 2026 and will be redeemable at par from April 30, 2028 to maturity.
On April 1, 2024, we issued US$575 million aggregate principal amount of 2032 Notes bearing interest at a rate of 7.375%. The 2032 Notes were issued at 99.266% of par and are redeemable at our option, in whole or in part, at specified redemption prices on or after March 15, 2027 and will be redeemable at par from March 15, 2029 to maturity.
For a complete description of the Senior Notes, reference should be made to the applicable debt indenture, copies of which are accessible on the SEDAR+ website at www.sedarplus.ca. See "Material Contracts".

Credit Facilities
Our Credit Facilities consist of US$1.1 billion of revolving credit facilities comprised of: (i) a US$50 million operating loan and a US$750 million syndicated revolving loan for Baytex; and (ii) a US$45 million operating loan and a US$255 million syndicated revolving loan for Baytex USA. The Credit Facilities are secured and, unless extended by the lenders, will mature on April 1, 2026.
For additional details regarding the covenants in our Credit Facilities and our compliance therewith, see the Baytex Annual 2024 MD&A. Also see "Material Contracts".
RATINGS
The following information relating to our credit ratings is provided as it relates to our financing costs, liquidity and operations. Specifically, credit ratings affect our ability to obtain short-term and long-term financing and the cost of such financing.  A reduction in our current credit ratings by the rating agencies, particularly a downgrade below the current ratings or a negative change in the ratings outlook, could adversely affect our cost of financing and our access to sources of liquidity and capital. In addition, changes in credit ratings may affect our ability and the associated costs to (i) enter into ordinary course derivative or hedging transactions and may require us to post additional collateral under certain of our contracts, and (ii) enter into and maintain ordinary course contracts with customers and suppliers on acceptable terms.
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Credit Ratings Received as at the date of this AIF
S&P Global Ratings ("S&P")
Moody's Investors Service
 ("Moody's")
Fitch Ratings ("Fitch")
Issuer Credit Rating B+ Ba3
BB-
Senior Unsecured Debt (Senior Notes) BB- B1 BB-
S&P's credit ratings are on a long-term debt rating scale that ranges from AAA to D, which represents the range from highest to lowest quality of such securities rated. According to the S&P rating system, debt rated ''B'' is more vulnerable to nonpayment than obligations rated 'BB', but the obligor currently has the capacity to meet its financial commitments on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor's capacity or willingness to meet its financial commitments on the obligation. The ratings from AA to CCC may be modified by the addition of a plus (+) or a minus (-) sign to show relative standing within the major rating categories. In addition, S&P may add a rating outlook of "positive", "negative" or "stable" which assesses the potential direction of a long-term credit rating over the intermediate term (typically six months to two years).
Moody's credit ratings are on a long-term debt rating scale that ranges from Aaa to C, which represents the range from highest to lowest quality of such securities rated. According to the Moody's rating system, securities rated ''B'' are considered speculative and are subject to high credit risk. Moody's appends numerical modifiers 1, 2 and 3 to each generic rating classification from Aa through C. The modifier 1 indicates that the security ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of its generic rating category. In addition, Moody's may add a rating outlook of "positive", "negative", "stable" or "developing" which assess the likely direction of an issuers rating over the medium term.
Fitch’s issuer credit ratings are on a rating scale that ranges from AAA to D which represents the range from highest to lowest quality. The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show the relative standing within the major rating categories. An issuer credit rating of "BB" by Fitch is within the fifth highest of eleven categories and indicates an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists that supports the servicing of financial commitments. Fitch’s "stable" outlook indicates a low likelihood of a rating change over a one to two year period. Fitch’s ratings of individual securities are on a rating scale that ranges from AAA to C, which represents the highest to lowest quality of such securities rated. The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show the relative standing within the major rating categories.
The credit ratings accorded to Baytex by S&P, Moody's and Fitch are not recommendations to purchase, hold or sell any of our securities inasmuch as such ratings do not comment as to market price or suitability for a particular investor. There is no assurance that any rating will remain in effect for any given period of time or that any rating will not be revised or withdrawn entirely by a rating agency in the future if in its judgment circumstances so warrant.
We have made payments to S&P, Moody's and Fitch in connection with the assignment of ratings to our long-term debt and may make payments to S&P, Moody's and Fitch in the future in connection with the confirmation of such ratings for purposes of the offering of debt securities. Other than the foregoing, no other payments were made to S&P, Moody's or Fitch in respect of any other service provided to the Corporation by such organization during the last two years.
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MARKET FOR SECURITIES
The Common Shares are listed and trade on the TSX and the NYSE under the symbol "BTE". The following tables set forth the price range and trading volume of the Common Shares on the TSX and on all Canadian Exchanges ('Composite') for the periods indicated.
Canada TSX Trading Canada Composite Trading US NYSE Trading
Price Range Price Range Price Range
High
($)
Low
($)
Volume
Traded
High
($)
Low
($)
Volume
Traded
High (US$) Low (US$) Volume Traded
2024
January
4.54 4.02 82,094,999 4.54 4.02 165,157,312 3.41 2.99 22,593,940
February
4.73 4.03 83,962,569 4.74 4.03 165,771,393 3.49 2.97 24,191,900
March
4.89 4.19 88,012,383 4.89 4.19 172,458,377 3.63 3.08 27,872,470
April
5.46 4.98 111,071,019 5.46 4.98 214,785,198 4.03 3.62 30,715,661
May
5.13 4.62 115,261,245 5.13 4.62 229,768,044 3.74 3.35 28,368,268
June
4.74 4.38 87,261,966 4.74 4.38 172,404,501 3.48 3.17 22,865,990
July
5.20 4.75 106,831,840 5.22 4.75 221,124,850 3.8 3.43 34,794,244
August
4.97 4.44 96,081,931 4.98 4.44 186,640,223 3.69 3.14 34,766,191
September
4.45 3.86 109,023,199 4.45 3.86 211,004,378 3.28 2.86 33,801,865
October
4.58 3.93 112,537,057 4.58 3.93 222,172,893 3.35 2.81 40,597,959
November
4.40 3.97 91,037,926 4.40 3.97 207,467,146 3.16 2.83 33,191,920
December
3.98 3.22 101,294,966 3.98 3.22 228,439,806 2.83 2.23 31,190,433

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DIRECTORS AND OFFICERS
Directors of the Corporation
The following table sets forth the name, municipality of residence, age as at December 31, 2024, year of appointment as a director of the Corporation and principal occupation for each of the directors of the Corporation.
Name and Municipality
of Residence
Age Director Since Principal Occupation for Past Five Years
Mark R. Bly (1)
Incline Village, Nevada
65
November 2017
Corporate director.
Tiffany Thom Cepak (3)(5)
Friendswood, Texas
52 June 2023 Corporate director.
Trudy M. Curran (2)(4)
Calgary, Alberta
62 July 2016
Corporate director.
Eric T. Greager
Denver, Colorado
55 November 2022 President and Chief Executive Officer of the Corporation since November 2022. Previously the President and Chief Executive Officer of Civitas Resources (formerly Bonanza Creek Energy, Inc.) from April 2018 to February 2022.
Don G. Hrap (3)(5)
Houston, Texas
65 March 2020 Corporate director.
Angela S. Lekatsas (4)(5)
Calgary, Alberta
63 February 2023
Corporate director. Previously, Chief Executive Officer of Cervus Equipment Corporation from May 2019 to October 2021.
Jennifer A. Maki (2)(5)
North York, Ontario
54 September 2019 Corporate director.
David L. Pearce (2)(3)
Calgary, Alberta
70 August 2018 Deputy Chairman, Azimuth Capital Management.
Stephen D.L. Reynish (3)(4)
Calgary, Alberta
66 November 2020
Corporate director. Previously, President and Chief Executive Officer of Enlighten Innovations from October 2020 until October 2022. Formerly Executive Vice President at Suncor Energy Inc. from 2012 until 2020.
Jeffery Wojahn (2)(4)
Denver, Colorado
61 June 2023 Corporate director. Previously, co-founder and Executive Chairman of MiddleFork Energy Partners, a privately held exploration and production company, from 2017 to 2020.
Notes:
(1)Chair of the Board and ex officio member of all board committees to which he is not appointed.    
(2)Member of our Human Resources and Compensation Committee.
(3)Member of our Reserves and Sustainability Committee.
(4)Member of our Nominating and Governance Committee.
(5)Member of our Audit Committee.
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Officers of the Corporation
The following table sets forth the name, municipality of residence, age as at December 31, 2024, position held with the Corporation and principal occupation of each of the officers of the Corporation.
Name and Municipality
of Residence
Age Office Principal Occupation for Past Five Years
Eric T. Greager
Denver, Colorado
55
President and Chief Executive Officer
President and Chief Executive Officer of the Corporation since November 2022. Previously the President and Chief Executive Officer of Civitas Resources (formerly Bonanza Creek Energy, Inc.) from April 2018 to February 2022.
Chad L. Kalmakoff
Calgary, Alberta
48 Chief Financial Officer Chief Financial Officer of the Corporation since November 2022. Prior thereto, Vice President, Finance of the Corporation since September 2015.
Chad E. Lundberg
Calgary, Alberta
43 Chief Operating Officer Chief Operating Officer of the Corporation since June 2023. Prior thereto Chief Operating & Sustainability Officer since July 2021. Prior thereto Vice President, Light Oil since December 2018.
James R. Maclean
Calgary, Alberta
45 Chief Legal Officer and Corporate Secretary Chief Legal Officer and Corporate Secretary of the Corporation since June 2023. Prior thereto Vice President, General Counsel and Corporate Secretary since February 2022. Prior thereto General Counsel and Corporate Secretary since August 2018.
Brian G. Ector
Calgary, Alberta
56 SVP, Capital Markets and Investor Relations SVP, Capital Markets and Investor Relations of the Corporation since June 2023. Prior thereto Vice President, Capital Markets since August 2018. Prior thereto, an officer of the Corporation since June 2011.
Kendall D. Arthur
Calgary, Alberta
44 SVP and General Manager, Cdn. Heavy Oil Operations SVP and General Manager, Cdn. Heavy Oil Operations of the Corporation since June 2023. Prior thereto Vice President, Heavy Oil of the Corporation since December 2018. Prior thereto, a business unit Vice President with the Corporation since January 2012.
Nicole Frechette Calgary, Alberta
41 VP and General Manager, Cdn. Light Oil Operations VP and General Manager, Cdn. Light Oil Operations of the Corporation since June 2023. Prior thereto Vice President, Light Oil since February 2022. Prior thereto Subsurface Manager, Light Oil since August 2021 and various senior technical and leadership roles with Repsol and Talisman Energy from 2005 until August 2021.
Taylor Young Houston, Texas
36 VP and General Manager, US Eagle Ford Operations Vice President and General Manager of U.S. Eagle Ford Operations since November 2024. Previously held various roles at Ranger Oil Corporation, most recently serving as Director, Subsurface since 2021. Prior to that, held various roles at Encana (now Ovintiv) from 2011 to 2018, with the most recent position being Manager of Eagle Ford Development from 2017 to 2018.
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Name and Municipality
of Residence
Age Office Principal Occupation for Past Five Years
Chris M.P. Lessoway
Calgary, Alberta
40 VP, Finance & Treasurer Vice President of Finance and Treasurer of the Corporation since June 2023. Prior thereto Financial Controller starting from June 2017.
Ownership of Securities by Management
As at the date of this AIF, the directors and officers of Baytex, as a group, beneficially owned, or controlled or directed, directly or indirectly, 4,750,479 Common Shares.

Conflicts of Interest
Certain of the directors and officers named above may be directors or officers of issuers or other companies which are in competition with the Corporation, and as such may encounter conflicts of interest in the administration of their duties with respect to the Corporation. In situations where conflicts of interest arise, the Corporation expects the applicable director or officer to declare the conflict and, if a director of the Corporation, abstain from voting in respect of such matters on behalf of the Corporation.
Corporate Cease Trade Orders or Bankruptcies
To the Corporation's knowledge, no director or executive officer of Baytex (nor any personal holding company of any of such persons) is, as of the date of this AIF, or was within ten years before the date of this AIF, a director, chief executive officer or chief financial officer of any company (including Baytex), that was subject to a cease trade order (including a management cease trade order), an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, in each case that was in effect for a period of more than 30 consecutive days (collectively, an "Order") that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer or was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.
Other than as disclosed below, to the Corporation's knowledge, no director or executive officer of Baytex (nor any personal holding company of any of such persons), or shareholder holding a sufficient number of our securities to materially affect control of us, is, as of the date of this AIF, or has been within the ten years before the date of this AIF, a director or executive officer of any company (including Baytex) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver-manager or trustee appointed to hold its assets or has, within the ten years before the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver-manager or trustee appointed to hold the assets of the director, executive officer or shareholder.
David Pearce is a director of Courser Energy Ltd. formerly Kaisen Energy Corp. ("Kaisen"). On December 8, 2021, Kaisen sought and obtained protection under the Companies' Creditors Arrangement Act ("CCAA") pursuant to an Order (the "Initial Order") of the Court of Queen's Bench of Alberta (the "Court"). The Initial Order authorized Kaisen to begin a Court-supervised restructuring and granted Kaisen various relief, including but not limited to, an initial stay of proceedings against Kaisen and its assets, appointing Ernst & Young Inc. as Monitor (the "Monitor"), and providing Kaisen the opportunity to prepare and file a plan of arrangement under the CCAA for the consideration of its creditors and other stakeholders. On December 17, 2021, the Court approved a plan of arrangement under the CCAA including provisions
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relating to receiving creditor and stakeholder approval for the plan of arrangement. On March 16, 2022, the Monitor filed a Plan Implementation Certificate confirming that the Plan, as approved by affected creditors and the Court is effective in accordance with its terms and the Sanction Order. As a result, the CCAA proceedings have now concluded and the Monitor has been discharged.
Trudy Curran, a director of Baytex, was a director of Great Panther Mining Ltd. (“Great Panther”) from June 9, 2021 to December 15, 2022. On September 6, 2022, Great Panther filed a notice of intention to make a proposal under the Bankruptcy and Insolvency Act (Canada), which provided Great Panther with creditor protection while it sought to restructure its affairs. On November 18, 2022, the British Columbia Securities Commission issued a cease trade order in respect of Great Panther’s securities as a result of its inability to file its quarterly continuous disclosure documents in accordance with Canadian securities laws. On December 16, 2022, Great Panther made a voluntary assignment into bankruptcy under the Bankruptcy and Insolvency Act (Canada) and Alvarez & Marsal Canada Inc. was appointed licensed insolvency trustee of Great Panther's estate.

Penalties or Sanctions
To the Corporation's knowledge, no director or executive officer of Baytex (nor any personal holding company of any of such persons), or shareholder holding a sufficient number of our securities to materially affect control of us, has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.
Conflicts
There are potential conflicts of interest to which the directors and officers of Baytex will be subject in connection with the operations of Baytex. In particular, certain of the directors and officers of Baytex are involved in managerial or director positions with other oil and gas companies whose operations may, from time to time, be in direct competition with those of Baytex or with entities which may, from time to time, provide financing to, or make equity investments in, competitors of Baytex. Conflicts, if any, will be subject to the procedures and remedies available under the ABCA. The ABCA provides that in the event that a director has an interest in a contract or proposed contract or agreement, the director will disclose his interest in such contract or agreement and will refrain from voting on any matter in respect of such contract or agreement unless otherwise provided in the ABCA.
Our audit committee is responsible for reviewing all related party transactions and its mandate specifies that the audit committee is responsible for ensuring the nature and extent of such transactions are properly disclosed.
AUDIT COMMITTEE INFORMATION
Audit Committee Mandate and Terms of Reference
The text of the Audit Committee’s Mandate and Terms of Reference is attached as Appendix C to this AIF.
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Composition of the Audit Committee
The members of our Audit Committee are Jennifer A. Maki, Don G. Hrap, Angela S. Lekatsas and Tiffany Thom Cepak. The relevant education and experience of each Audit Committee member is outlined below:
Name
Relevant Education and Experience
Jennifer A. Maki (1)(2)(3)
Committee Chair
Bachelor of Commerce degree from Queen's University and a postgraduate diploma from the Institute of Chartered Accountants of Ontario. Formerly served as CEO of Vale Canada and Executive Director of Vale-SA-Base Metals. Prior thereto, CFO and Executive Vice President, of Vale-SA-Base Metals. Before joining Vale/Inco, worked at PricewaterhouseCoopers LLP for 10 years. Ms. Maki has also earned the CERT Certificate in Cybersecurity Oversight from the Software Engineering Institute at Carnegie Mellon University.
Don G. Hrap (1)(2)
Bachelor of Science in Mechanical Engineering and a Master in Business Administration. From 2009-2018, he served as President, Lower 48 at ConocoPhillips with strong breadth and depth of experience across several U.S. oil resource plays. Prior to this at ConocoPhillips, Mr. Hrap was senior vice president of Western Canada Gas. He joined ConocoPhillips in 2006 through the merger with Burlington Resources, serving as senior vice president of operations for Burlington Canada. Earlier, he was vice president for the North American Division at Gulf Canada Resources, where he worked for 17 years.
Angela S. Lekatsas (1)(2)(3)
Bachelor of Commerce Degree from the University of Saskatchewan, post-graduate Chartered Professional Accountant designation from the Institute of Chartered Accountants of Alberta, and U.S. Certified Public Accountant equivalency from the Illinois Board of Examiners (inactive). She also holds the ICD.D designation from the Institute of Corporate Directors. Formerly President and CEO of Cervus Equipment Corporation and served in various executive roles with Nutrien Inc. and its predecessor company Agrium Inc. Prior thereto practiced public accounting for 16 years during which time she advocated for the accounting and auditing profession in various provinces sitting on Institute Committees such as the Professional Conduct and Financial Institutions Committees, acting as a guest lecturer as well sitting as an elected member of the ICAM Board. Ms. Lekatsas has also earned the CERT Certificate in Cybersecurity Oversight from the Software Engineering Institute at Carnegie Mellon University.
Tiffany Thom Cepak (1)(2)(3)
Ms. Cepak holds a B.S. in Engineering from the University of Illinois and a Master of Business Administration in Management with a concentration in Finance from Tulane University. Formerly served as Chief Financial Officer for Energy XXI Gulf Coast Inc., from August 2017 to October 2018. Prior to that, a CFO at KLR Energy Acquisition Corp., from January 2015 to June 2017. Additionally, the CFO of EPL Oil & Gas, Inc. for four years until it was sold in 2014.
Notes:
(1)Independent director.
(2)Financially literate within the meaning of National Instrument 52-110 - Audit Committees and the NYSE listing standards.
(3)An "Audit Committee Financial Expert" pursuant to the SEC’s definition of the term.
Pre-Approval of Policies and Procedures
Although the Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services by our auditors, it does pre-approve all non-audit services to be provided to us and our subsidiaries by the external auditors. The pre-approval for recurring services, such as preliminary work on the integrated audit, securities filings, translation of our financial statements and related MD&A into the French language and tax and tax-related services, is provided on an annual basis and other services are subject to pre-approval as required.
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External Auditor Service Fees
The following table provides information about the fees billed to us and our subsidiaries for professional services rendered by our external auditors, during fiscal 2024 and 2023:
Year
Audit Fees (1)
Audit-Related Fees (2)
Tax Fees (3)
All Other Fees (4)
Total
2024 $ 2,228  $ —  $ 274  $ —  $ 2,502 
2023 $ 2,234  $ —  $ —  $ —  $ 2,234 
Notes:
(1)Audit fees consist of fees for the audit of our annual financial statements or services that are normally provided in connection with statutory and regulatory filings or engagements. In addition to the fees for annual audits of financial statements and review of quarterly financial statements, services in this category for fiscal 2024 and 2023 also include amounts for audit work performed in relation to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 relating to internal control over financial reporting.
(2)Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported as Audit Fees.
(3)Tax fees include fees for tax compliance, tax advice and tax planning.
(4)Other fees include all other non-audit services.
LEGAL PROCEEDINGS AND REGULATORY ACTIONS
Other than as disclosed below, there are no legal proceedings that we are or were a party to, or that any of our property is or was the subject of, during our most recently completed financial year, that were or are material to us, and there are no such material legal proceedings that we are currently aware of that are contemplated.

In June 2016, certain indirect subsidiary entities received reassessments from the CRA that deny non-capital loss deductions relevant to the calculation of income taxes for the years 2011 through 2015. Following objections and submissions, in November 2023, the CRA issued notices of confirmation regarding their prior reassessments. In February 2024, Baytex filed notices of appeal with the Tax Court of Canada and we estimate it could take between two and three years to receive a judgment. The reassessments do not require us to pay any amounts in order to participate in the appeals process. Should we be unsuccessful at the Tax Court of Canada, additional appeals are available; a process that we estimate could take another two years and potentially longer.

We remain confident that the tax filings of the affected entities are correct and are vigorously defending our tax filing positions. In addition, we have purchased $272.5 million of insurance coverage to help manage the litigation risk associated with this matter. The expenses incurred to purchase the insurance coverage were approximately $51 million. The most recent reassessments issued by the CRA assert taxes owing by the trusts (described below) of $244.8 million, late payment interest of $211.6 million and a late filing penalty in respect of the 2011 tax year of $4.1 million.

By way of background, we acquired several privately held commercial trusts in 2010 with accumulated non-capital losses of $591 million (the "Losses"). The Losses were subsequently deducted in computing the taxable income of those trusts. The reassessments, as confirmed in November 2023, disallow the deduction of the Losses for two reasons. Firstly, the reassessments allege that (i) the trusts were resettled, and (ii) the resulting successor trusts were not able to access the losses of the predecessor trusts. Secondly, the reassessments allege that the general anti-avoidance rule of the Income Tax Act (Canada) operates to deny the deduction of the losses. If, after exhausting available appeals, the deduction of Losses continues to be disallowed, either the trusts or their corporate beneficiary will owe cash taxes, late payment interest and potentially penalties. The amount of cash taxes owing, late payment interest and potential penalties are dependent upon the taxpayer(s) ultimately liable (the trusts or their corporate beneficiary) and the amount of unused tax shelter available to those/that taxpayer(s) to offset the reassessed income, including tax shelter from future years that may be carried back and applied to prior years.

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INTEREST OF INSIDERS AND OTHERS IN MATERIAL TRANSACTIONS
There were no material interests, direct or indirect, of our directors and executive officers, any holder of Common Shares who beneficially owns or controls or directs, directly or indirectly, more than 10 percent of the outstanding Common Shares, or any known associate or affiliate of such persons, in any transactions within the three most recently completed financial years or since the beginning of our last completed financial year which has materially affected or is reasonably expected to materially affect us.
TRANSFER AGENT AND REGISTRAR
Odyssey Trust Company, at its principal offices in Calgary, Alberta, Vancouver, British Columbia and Toronto, Ontario, is the transfer agent and registrar for the Common Shares in Canada. Odyssey Transfer US Inc., at its principal office in Denver, Colorado is the transfer agent and registrar for the Common Shares in the United States. Computershare Trust Company, N.A., at its principal office in Canton, Massachusetts, is the transfer agent and registrar for the Senior Notes.
MATERIAL CONTRACTS
Except for contracts entered into in the ordinary course of business, the only material contracts entered into by us within the most recently completed financial year, or before the most recently completed financial year but are still material and are still in effect, are the following:
a.the forth amended and restated credit agreement in respect of the Credit Facilities (filed on SEDAR+ on May 27, 2024);
b.2023 Debt Indenture (filed on SEDAR+ on April 28, 2023);
c.2024 Debt Indenture (filed on SEDAR+ on February 18, 2025);      
d.our share award incentive plan (filed on SEDAR+ on April 18, 2016) and our subsequently amended share award incentive plan (filed on January 28, 2018, March 1, 2022 and February 23, 2023); and
e.our investor and registration rights agreement (filed on SEDAR+ on March 1, 2023).
Copies of each of these contracts are accessible on the SEDAR+ website at www.sedarplus.ca.
INTERESTS OF EXPERTS
There is no person or company whose profession or business gives authority to a statement made by such person or company and who is named as having prepared or certified a report, valuation, statement or opinion described or included in a filing, or referred to in a filing, made under National Instrument 51-102 - Continuous Disclosure Obligations by us during, or related to, our most recently completed financial year other than McDaniel, our independent qualified reserves evaluator. None of the designated professionals of McDaniel have any registered or beneficial interests, direct or indirect, in any of our securities or other property or of our associates or affiliates either at the time they prepared a report, valuation, statement or opinion, at any time thereafter or to be received by them.
KPMG LLP are the auditors of the Corporation and have confirmed with respect to the Corporation, that they are independent within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations, and also that they are independent accountants with respect to the Corporation under all relevant US professional and regulatory standards.
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In addition, none of the aforementioned persons or companies, nor any director, officer or employee of any of the aforementioned persons or companies, is or is expected to be elected, appointed or employed as a director, officer or employee of Baytex or of any associate or affiliate of Baytex.
ADDITIONAL INFORMATION
Additional information relating to us can be found on our website and on the SEDAR+ website at www.sedarplus.ca. Further information, including directors' and officers' remuneration and indebtedness, principal holders of our securities and securities issued and authorized for issuance under our equity compensation plans will be contained in our Information Circular - Proxy Statement for the annual meeting of Shareholders. Additional financial information is contained in our consolidated financial statements for the year ended December 31, 2024 and the related Baytex Annual 2024 MD&A which are accessible on the SEDAR+ website at www.sedarplus.ca.
For additional copies of this AIF and the materials listed in the preceding paragraph, please contact:

Baytex Energy Corp.
Suite 2800, Centennial Place, East Tower
520 – 3rd Avenue S.W.
Calgary, Alberta T2P 0R3
Phone: (587) 952-3000
Fax: (587) 952-3029
Website: www.baytexenergy.com

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APPENDIX A
REPORT OF MANAGEMENT AND DIRECTORS ON OIL AND GAS DISCLOSURE
Form 51‑101F3
Management of Baytex Energy Corp. ("Baytex") is responsible for the preparation and disclosure of information with respect to Baytex's oil and natural gas activities in accordance with securities regulatory requirements. This information includes reserves data.
Independent qualified reserves evaluators have evaluated Baytex's reserves data. The report of the independent qualified reserves evaluators is presented below.
The Reserves and Sustainability Committee of the Board of Directors of Baytex (the "Reserves Committee") has:
a.reviewed Baytex's procedures for providing information to the independent qualified reserves evaluators;
b.met with the independent qualified reserves evaluators to determine whether any restrictions affected the ability of the independent qualified reserves evaluators to report without reservation; and
c.reviewed the reserves data with management and the independent qualified reserves evaluator.
The Reserves Committee has reviewed Baytex's procedures for assembling and reporting other information associated with oil and natural gas activities and has reviewed that information with management. The Board of Directors of Baytex has, on the recommendation of the Reserves Committee, approved:
a.the content and filing with securities regulatory authorities of Form 51-101F1 containing reserves data and other oil and gas information;
b.the filing of Form 51-101F2 which is the report of the independent qualified reserves evaluators on the reserves data; and
c.the content and filing of this report.
Because the reserves data are based on judgments regarding future events, actual results will vary and the variations may be material.
(signed) "Eric T. Greager"
(signed) "Chad E. Lundberg"
Eric T. Greager Chad E. Lundberg
President and Chief Executive Officer
Chief Operating Officer
(signed) "Don G. Hrap"
(signed) "David L. Pearce"
Don G. Hrap David L Pearce
Director and Chair of the Reserves and Sustainability Committee
Director and Member of the Reserves and Sustainability Committee

March 4, 2025





APPENDIX B
REPORT ON RESERVES DATA BY INDEPENDENT QUALIFIED RESERVES EVALUATOR
Form 51‑101F2
To the Board of Directors of Baytex Energy Corp. ("Company"):
1.We have evaluated the Company's reserves data as at December 31, 2024. The reserves data is an estimate of proved reserves and probable reserves and related future net revenue as at December 31, 2024 estimated using forecast prices and costs.
2.The reserves data are the responsibility of the Company's management. Our responsibility is to express an opinion on the reserves data based on our evaluation.
3.    We carried out our evaluation in accordance with standards set out in the Canadian Oil and Gas Evaluation Handbook as amended from time to time (the "COGE Handbook") maintained by the Society of Petroleum Evaluation Engineers (Calgary Chapter).
4.    Those standards require that we plan and perform an evaluation to obtain reasonable assurance as to whether the reserves data are free of material misstatement. An evaluation also includes assessing whether the reserves data are in accordance with principles and definitions presented in the COGE Handbook.
5.The following table shows the net present value of estimated future net revenue (before deduction of income taxes) attributed to proved + probable reserves, estimated using forecast prices and costs and calculated using a discount rate of 10 percent, included in the reserves data of the Company evaluated for the year ended December 31, 2024, and identifies the respective portions thereof that we have evaluated and reported on to Company's Board of Directors:
Independent Qualified Reserves Evaluator
Effective Date of Evaluation Report Location of Reserves Net Present Value of Future Net Revenue
(before income taxes, 10% discount rate)
(in $ thousands)
Audited Evaluated Reviewed Total
McDaniel & Associates
December 31, 2024 Canada —  3,088,021.7  —  3,088,021.7 
McDaniel & Associates
December 31, 2024
United States
—  4,955,194.3  —  4,955,194.3 
TOTALS
8,043,216.0  8,043,216.0 
6.    In our opinion, the reserves data respectively evaluated by us have, in all material respects, been determined and are in accordance with the COGE Handbook, consistently applied. We express no opinion on the reserves data that we reviewed but did not evaluate.
7.    We have no responsibility to update the report referred to in paragraph 5 for events and circumstances occurring after the effective date of our report.
8.    Because the reserves data is based on judgments regarding future events, actual results will vary and the variations may be material.




Executed as to our report referred to above:
MCDANIEL & ASSOCIATES CONSULTANTS LTD.
(signed) "Michael Verney"
Michael Verney, P. Eng.
Executive Vice President
Calgary, Alberta
February 6, 2025







APPENDIX C
BAYTEX ENERGY CORP.
AUDIT COMMITTEE
MANDATE AND TERMS OF REFERENCE
ROLE AND OBJECTIVE
The Audit Committee (the "Committee") is a committee of the board of directors (the "Board") of Baytex Energy Corp. (the "Corporation") to which the Board has delegated certain of its responsibilities. The primary responsibility of the Committee is to review the interim and annual financial statements of the Corporation and to recommend their approval or otherwise to the Board. The Committee is also responsible for reviewing and determining, in its capacity as a committee of the Board, the appointment and compensation of the external auditors of the Corporation, overseeing the work of the external auditors, including the nature and scope of the audit of the annual financial statements of the Corporation, pre-approving services to be provided by the external auditors and reviewing the assessments prepared by management and the external auditors on the effectiveness of the Corporation's internal controls over financial reporting. The objectives of the Committee are to assist the Board in monitoring and overseeing:

1.the preparation and disclosure of the financial statements of the Corporation and related matters;

2.communication between directors and the external auditors;

3.the external auditors’ qualifications and independence;

4.compliance with legal and regulatory requirements;

5.the performance of the Corporation’s external auditor;

6.the integrity, credibility and objectivity of financial reports and statements; and

7.the relationship among the Committee, all independent directors, management and the external auditors.

MEMBERSHIP OF THE COMMITTEE

1.The Committee shall be comprised of not less than three members all of whom are "independent" directors and "financially literate" within the meaning of National Instrument 52-110 "Audit Committees" and the laws, rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”), as applicable, subject to any permitted phase-in periods that may apply. The members of the Committee shall be appointed by the Board from time to time based on the recommendation of the Nominating & Governance Committee.

2.At least one member of the Committee shall have accounting or related financial management expertise, as the Board interprets such qualification in its business judgment. For certainty, any member of the Committee that qualifies as an “audit committee financial expert” under the rules of the SEC will be deemed to meet this requirement. Members of the Committee may not be “affiliates” of the Corporation or any subsidiary of the Corporation. Subject to any permitted exceptions, members of the Committee may not accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the Corporation or any subsidiary thereof. Corporation.

3.A member of the Committee may not simultaneously serve on the audit committees of more than three public companies, unless the Board first determines that such simultaneous service would not impair the ability of such member to effectively serve on the Committee. Any such determination must be publicly disclosed in accordance with the rules of the NYSE.




4.The Board shall appoint a Chair of the Committee, who shall be an independent director.

5.Any member of the Committee may be removed or replaced at any time by the Board and shall cease to be a member of the Committee as soon as such member ceases to be a director. The Board may fill vacancies on the Committee by appointment from among its members. If and whenever a vacancy shall exist on the Committee, the remaining members may exercise all its powers so long as a quorum remains. Subject to the foregoing, each member of the Committee shall hold such office until the close of the next annual meeting of shareholders of the Corporation following appointment as a member of the Committee.

MANDATE AND RESPONSIBILITIES OF THE COMMITTEE

1.It is the responsibility of the Committee to:

a.recommend the audit firm to be nominated as the Corporation’s auditors, for approval by the shareholders of the Corporation; and

b.oversee the staffing, planning, and execution of the audit by the external auditor. The external auditors shall report directly to the Committee.

2.It is the responsibility of the Committee to satisfy itself on behalf of the Board with respect to the Corporation's internal control systems by:

a.identifying, monitoring and mitigating business risks, as detailed further below; and

b.ensuring compliance with legal, ethical and regulatory requirements.

3.It is a primary responsibility of the Committee to review with management and the external auditors the interim and annual financial statements of the Corporation, including disclosures made under “Management’s Discussion and Analysis”, prior to their submission to the Board for approval. The review process should include, without limitation:

a.reviewing major issues regarding accounting policies and principles and financial statement presentations, including any changes in accounting principles, or in their application;

b.reviewing major issues as to the adequacy of the Corporation’s internal controls and any special audit steps adopted in light of material or significant control deficiencies;

c.reviewing significant management judgments, estimates and assumptions that affect the application of accounting policies and their reported amounts;

d.reviewing analyses prepared by management and/or the external auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements;

e.reviewing accounting treatment of unusual or non-recurring transactions;

f.ascertaining compliance with covenants under loan agreements;

g.reviewing disclosure requirements for commitments and contingencies;

h.reviewing adjustments raised by the external auditors, whether or not included in the financial statements;

i.reviewing unresolved differences between management and the external auditors;





j.reviewing the type and presentation of information to be included in the Corporation’s earnings press releases (paying particular attention to any use of “pro forma” or “adjusted” non-GAAP information prior to their public release);
k.reviewing the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Corporation;

l.obtaining explanations of significant variances with comparative reporting periods; and

m.determining through inquiry if there are any related party transactions and ensuring that the nature and extent of such transactions are properly disclosed.

4.The Committee is to review all public disclosure of audited or unaudited financial information by the Corporation before its release (and, if applicable, prior to its submission to the Board for approval), including the interim and annual financial statements of the Corporation, management's discussion and analysis of results of operations and financial condition, earnings press releases, the annual information form and any annual report filed with the U.S. Securities and Exchange Commission. The Committee must be satisfied that adequate procedures are in place for the review of the Corporation's disclosure of financial information and shall periodically assess the accuracy of those procedures.

5.The Committee shall discuss the Corporation’s earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies, recognizing that this review and discussion may be done generally (consisting of a discussion of the types of information to be disclosed and the types of presentations to be made).

6.With respect to the external auditors of the Corporation, the Committee shall:

a.in its capacity as a committee of the Board, be directly responsible for the compensation, retention and oversight of the work of the external auditors (including resolution of disagreements between management and the auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the listed issuer, including the terms of their engagement for the integrated audit;

b.review annually with the external auditors their plan for the audit and, upon completion of the audit, their reports upon the financial statements of the Corporation and its subsidiaries.

c.review with the external auditors their assessment of the internal controls of the Corporation, their written reports containing recommendations for improvement, and management's response and follow-up to any identified weaknesses.
d.meet with the external auditors at least four times per year (in connection with their review of the interim and annual financial statements) and at such other times as the external auditors and the Committee consider appropriate.

e.review with the external auditors any problems or difficulties the external auditors may have encountered during the provision of its audit services and management’s response, including any restrictions on the scope of activities or access to the requested information and any significant disagreements with management;

f.the Committee must pre-approve all services to be provided to the Corporation or its subsidiaries by the external auditors. In pre-approving any service, the Committee shall consider the impact that the provision of such service may have on the external auditors' independence. The Committee may delegate to one or more of its members the authority to pre-approve services, provided that the member report to the Committee at the next scheduled meeting such pre-approval and the member comply with applicable laws, rules and regulations and such other procedures as may be established by the Committee from time to time.





g.when there is to be a change in the external auditors, review the issues related to the change and the information to be included in the required notice to securities regulators of such change;

h.at least annually, review the qualifications, performance and independence of the external auditors including:

i. review the experience and qualifications of the senior members of the external auditors’ team;

ii.confirm with the external auditors that it is in compliance with applicable legal, regulatory and professional standards relating to auditor independence;

iii.review annual reports from the external auditors regarding its independence and consider whether there are any non-audit services or relationships that may affect the objectivity and independence of the external auditors and, if so, recommend to the Board to take appropriate action to satisfy itself of the independence of the external auditor; and obtain and review such reports from the external auditors as may be required by applicable legal and regulatory requirements;

iv.assess performance of the auditors through discussions and or surveys of management and the Board obtain and review a report by the external auditors describing the firm's internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and (to assess the external auditors’ independence) all relationships between the external auditors and the Corporation;

v.review and evaluate the lead partner of the external auditor;

vi.ensure the regular rotation of the lead audit partner as required by law, and consider whether, in order to assure continuing external auditor independence, there should be regular rotation of the audit firm itself. The Committee should present its conclusions with respect to the external auditors to the full Board.

vii.review and approve the Corporation's hiring policies regarding employees and former employees of the present and former external auditors of the Corporation.

7. Periodically review with management the need for an internal audit function.

8.The Committee shall review the risk assessment and risk management policies and procedures of the Corporation used to identify, manage and mitigate the principle business risks facing the Corporation (as assigned to the Committee under the Corporation’s Enterprise Risk Management system) which is to include reviewing with management:

a.foreign currency, interest rate and commodity price risk mitigation strategies, including the use of derivative financial instruments and compliance with the Corporation’s Hedging Instruments Risk Management Policy;

b.credit risk;





c.the insurance coverages maintained by the Corporation;

d.any legal claims or other contingency, including tax assessments that could have a material effect on the financial position or operation results of the Corporation; and

e.the adequacy of the security measures that are in place in respect of the Corporation’s information systems and the information technology utilized by the Corporation, including cyber risk.

9. The Committee shall establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of the Corporation and its subsidiary entities of concerns regarding questionable accounting or auditing matters, as well as, other matters submitted through the Whistleblower program.

10. The Committee shall have the authority to investigate any financial activity of the Corporation. All employees of the Corporation and its subsidiary entities are to cooperate as requested by the Committee.

11. The Committee shall report forthwith any issues arising in connection with its duties, the results of meetings and reviews undertaken and any associated recommendations to the Board.

MEETINGS AND ADMINISTRATIVE MATTERS

1.At all meetings of the Committee every question shall be decided by a majority of the votes cast. In case of an equality of votes, the Chair of the meeting shall not be entitled to a second or casting vote.

2.The Chair shall preside at all meetings of the Committee, unless the Chair is not present, in which case the members of the Committee present shall designate from among the members present a Chair for purposes of the meeting.

3.A quorum for meetings of the Committee shall be a majority of its members, and the rules for calling, holding, conducting and adjourning meetings of the Committee shall be the same as those governing the Board unless otherwise determined by the Committee or the Board.

4.Meetings of the Committee should be scheduled to take place at least four times per year and at such other times as the Chair may determine.

5.Agendas, approved by the Chair, shall be circulated to Committee members along with background information on a timely basis prior to the Committee meetings.

6.The Committee may invite those officers, directors and employees of the Corporation and its subsidiary entities as it may see fit from time to time to attend at meetings of the Committee and assist thereat in the discussion and consideration of the matters being considered by the Committee, provided that the Chief Financial Officer of the Corporation shall attend all meetings of the Committee, unless otherwise excused from all or part of any such meeting by the Chair of the meeting.

7.Minutes of the Committee's meetings will be recorded and maintained and made available to any director who is not a member of the Committee upon request.

8.The Committee shall meet periodically with management and the independent auditor in separate in-camera sessions.

9.The Committee shall conduct an annual evaluation of its performance in fulfilling its duties and responsibilities under this mandate, and shall assess the adequacy of the reporting and information provided by management to support the Committee’s oversight responsibilities.




10.The Committee may retain persons having special expertise and/or obtain independent professional advice, including, without limitation, independent counsel or other advisors, as it determines necessary to carry out its duties, at the expense of the Corporation.

11.The Corporation shall provide appropriate funding, as determined by the Committee, in its capacity as a committee of the Board, for payment of (i) compensation to any external auditors engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation; (ii) compensation to any advisors employed by the Committee; and (iii) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

12.Any issues arising from the Committee's meetings that bear on the relationship between the Board and management should be communicated to the Chair of the Board or the Lead Independent Director, as applicable, by the Committee Chair.

13.At least annually, the Committee shall, in a manner it determines to be appropriate, review and assess the adequacy of its mandate and recommend to the Board of Directors any improvements to this mandate that the Committee determines to be appropriate.

Approved by the Board of Directors on July 25, 2024



Exhibit 99.2
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Baytex Energy Corp. (the "Company") is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision of our President and Chief Executive Officer and our Chief Financial Officer we have conducted an evaluation of the effectiveness of our internal control over financial reporting based on the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on our assessment, we have concluded that as of December 31, 2024, our internal control over financial reporting was effective.
Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even those systems determined to be effective can provide only reasonable assurance with respect to the financial statement preparation and presentation.
The effectiveness of the Company's internal control over financial reporting as of December 31, 2024 has been audited by KPMG LLP, the Company's Independent Registered Public Accounting Firm, who also audited the Company's consolidated financial statements for the year ended December 31, 2024.
MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS
Management, in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board, has prepared the accompanying consolidated financial statements of the Company. Financial and operating information presented throughout this Annual Report is consistent with that shown in the consolidated financial statements.
Management is responsible for the integrity of the financial information. Internal control systems are designed and maintained to provide reasonable assurance that assets are safeguarded from loss or unauthorized use and to produce reliable accounting records for financial reporting purposes.
KPMG LLP were appointed by the Company's Board of Directors to express an audit opinion on the consolidated financial statements. Their examination included such tests and procedures, as they considered necessary, to provide a reasonable assurance that the consolidated financial statements are presented fairly in accordance with IFRS.
The Board of Directors is responsible for ensuring that management fulfills its responsibilities for financial reporting and internal control. The Board of Directors exercises this responsibility through the Audit Committee, with assistance from the Reserves Committee regarding the annual review of our petroleum and natural gas reserves. The Audit Committee meets regularly with management and the Independent Registered Public Accounting Firm to ensure that management's responsibilities are properly discharged, to review the consolidated financial statements and recommend that the consolidated financial statements be presented to the Board of Directors for approval. The Audit Committee also considers the independence of KPMG LLP and reviews their fees. The Independent Registered Public Accounting Firm has access to the Audit Committee without the presence of management.

/s/ Eric T. Greager /s/ Chad L. Kalmakoff
Eric T. Greager Chad L. Kalmakoff
President and Chief Executive Officer Chief Financial Officer
Baytex Energy Corp. Baytex Energy Corp.
March 4, 2025
                                                        



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of Baytex Energy Corp.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of Baytex Energy Corp. and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of income (loss) and comprehensive income (loss), changes in equity, and cash flows for the years then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the financial performance and its cash flows for the years then ended, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 4, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Assessment of indicators of impairment or impairment reversal related to the Eagle Ford Operated, Eagle Ford Non-operated, Viking and Lloydminster CGUs
As discussed in notes 2 and 7 to the consolidated financial statements, the Company assesses its oil and gas properties by cash generating unit (“CGU”) for indicators of impairment or impairment reversal at the end of each reporting period. These indicators can be internal such as changes in estimated proved and probable oil and gas reserves (“CGU reserves cash flows”) and estimated oil and gas resources (“CGU resources cash flows”), or external such as market conditions impacting discount rates or market capitalization. The estimation of CGU reserves cash flows in the reserve report involves the expertise of independent qualified reserve evaluators, who take into consideration assumptions related to forecasted production volumes, royalty obligations, operating and capital costs and commodity prices (“CGU reserve report assumptions”). The estimation of CGU resource cash flows involves the expertise of internal qualified reserve engineers, who take into consideration assumptions related to the total number and forecasted drilling pace of resource development wells and the per well cash flow for analogous wells in the reserve report (collectively, “CGU resource assumptions”). Based on the Company’s assessment of internal and external indicators of impairment or impairment reversal, the Company determined that impairment or impairment reversal testing was not required for the Eagle Ford Operated, Eagle Ford Non-operated, Viking and Lloydminster CGUs as of December 31, 2024.
We identified the assessment of indicators of impairment or impairment reversal related to the Eagle Ford Operated, Eagle Ford Non-operated, Viking and Lloydminster CGUs as a critical audit matter. Indicators of impairment or impairment reversal such as changes in estimated CGU reserves cash flows and CGU resources cash flows required the application of auditor judgement. A high degree of auditor judgment was required in evaluating the Eagle Ford Operated, Eagle Ford Non-operated, Viking and Lloydminster CGU reserve report assumptions and the Eagle Ford Operated CGU resource assumptions, which were used in the assessment of indicators of impairment or impairment reversal. Additionally, the evaluation of the Company’s discount rates, in the assessment of indicators of impairment or impairment reversal, required the involvement of valuation professionals with specialized skills and knowledge.



The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the critical audit matter. This included controls related to:
•the Company’s assessment of internal and external indicators of impairment or impairment reversal for the Eagle Ford Operated, Eagle Ford Non-operated, Viking and Lloydminster CGUs
•the Company’s estimation of the Eagle Ford Operated, Eagle Ford Non-operated, Viking and Lloydminster CGU reserves cash flows and related CGU reserve report assumptions
•the Company’s estimation of the Eagle Ford Operated CGU resources cash flows and related CGU resource assumptions.
We evaluated the Company’s assessment of internal and external indicators of impairment or impairment reversal for the Eagle Ford Operated, Eagle Ford Non-operated, Viking and Lloydminster CGUs by considering whether the quantitative and qualitative information in the analysis was consistent with external market and industry data and the estimate of Eagle Ford Operated, Eagle Ford Non-operated, Viking and Lloydminster CGU reserves cash flows and Eagle Ford Operated CGU resources cash flows.
We evaluated the competence, capabilities and objectivity of the independent qualified reserve evaluators engaged by the Company. We evaluated the methodology used by the independent qualified reserves evaluators to estimate Eagle Ford Operated, Eagle Ford Non-operated, Viking and Lloydminster CGU reserves cash flows for compliance with the applicable regulatory standards. We compared the current year actual production volumes, royalty obligations, operating and capital costs to estimates used in the prior year estimate of proved reserves by CGU for each of the Eagle Ford Operated, Eagle Ford Non-operated, Viking and Lloydminster CGUs to assess the Company’s ability to accurately forecast. We assessed the forecasted commodity prices used in the estimate of the Eagle Ford Operated, Eagle Ford Non-operated, Viking and Lloydminster CGU reserves cash flows by comparing them to those published by other reserve engineering companies. We assessed the forecasted production volumes, royalty obligations, operating and capital cost assumptions used in the current year estimate of Eagle Ford Operated, Eagle Ford Non-operated, Viking and Lloydminster CGU reserves cash flows by comparing them to historical results.
We evaluated the competence, capabilities, and objectivity of the internal qualified reserve engineers. We compared the number of development well net additions in the current year CGU reserve report for the Eagle Ford Operated CGU to the estimate of forecasted resource development well additions in the prior year full field development plan to assess the Company’s ability to accurately forecast. We assessed the total number and forecasted drilling pace of resource development wells in the current year full field development plan of the Eagle Ford Operated CGU by comparing to the prior year full field development plan and agreeing changes to the Eagle Ford Operated CGU reserve report. We evaluated the per well cash flow in the CGU resources cash flows of the Eagle Ford Operated CGU by comparing to the per well cash flows in the CGU reserve report for analogous wells.
We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the Company’s determination of discount rates, in the assessment of indicators of impairment or impairment reversal, by comparing the inputs of the discount rate against publicly available market data for comparable assets and assessing the resulting discount rates for the Eagle Ford Operated, Eagle Ford Non-operated, Viking and Lloydminster CGUs.
Impact of estimated oil and gas reserves on depletion expense related to oil and gas properties
As discussed in note 3 to the consolidated financial statements, the Company depletes its oil and gas properties using the unit-of-production method by depletable area. Under such method, capitalized costs are depleted over estimated proved and probable oil and gas reserves by depletable area (“area reserves”). As discussed in note 7 to the consolidated financial statements, the Company recorded depletion expense related to oil and gas properties of $1,372,063 thousand for the year ended December 31, 2024. The estimation of area reserves involves the expertise of independent qualified reserve evaluators who take into consideration assumptions related to forecasted production volumes, royalty obligations, operating and capital costs and commodity prices (collectively “area reserve report assumptions”). The Company engages independent qualified reserve evaluators to estimate area reserves.
We identified the assessment of the impact of estimated area reserves on depletion expense related to oil and gas properties as a critical audit matter. Changes in area reserve report assumptions could have had a significant impact on the calculation of depletion expense of the depletable area. A high degree of auditor judgment was required in evaluating the area reserves, and related area reserve report assumptions, which were used in the calculation of depletion expense.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the critical audit matter. This included controls related to:
•the Company’s calculation of depletion expense by depletable area
•the Company’s determination of area reserve report assumptions and resulting area reserves.



We assessed the calculation of depletion expense for compliance with International Financial Reporting Standards as issued by the International Accounting Standards Board. We evaluated the competence, capabilities and objectivity of the independent qualified reserve evaluators engaged by the Company. We evaluated the methodology used by the independent qualified reserve evaluators to estimate area reserves for compliance with the applicable regulatory standards. We compared the current year actual production volumes, royalty obligations, operating and capital costs to those estimates used in the prior year estimate of proved reserves for a selection of CGUs to assess the Company’s ability to accurately forecast. We assessed the forecasted commodity prices used in the estimate of area reserves by comparing them to those published by other reserves engineering companies. We assessed the forecasted production volumes, royalty obligations, operating and capital costs assumptions used in the estimate of area reserves for a selection of CGUs by comparing them to historical results.

/s/ KPMG LLP
Chartered Professional Accountants
We have served as the Company’s auditor since 2016.
Calgary, Canada
March 4, 2025





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of Baytex Energy Corp.
Opinion on Internal Control Over Financial Reporting
We have audited Baytex Energy Corp.’s and subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Company as at December 31, 2024 and 2023, the related consolidated statements of income (loss) and comprehensive income (loss), changes in equity, and cash flows for the years then ended, and the related notes (collectively, the consolidated financial statements), and our report dated March 4, 2025 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP
Chartered Professional Accountants
Calgary, Canada
March 4, 2025
5


Baytex Energy Corp.
Consolidated Statements of Financial Position
(thousands of Canadian dollars)
As at Notes December 31, 2024 December 31, 2023
ASSETS
Current assets
Cash 18 $ 16,610  $ 55,815 
Trade receivables 14, 18 387,266  339,405 
Prepaids and other assets 20,178  21,530 
Financial derivatives 18 25,573  23,274 
449,627  440,024 
Non-current assets
Exploration and evaluation assets 6 124,355  90,919 
Oil and gas properties 7 6,921,168  6,619,033 
Other plant and equipment 8,025  7,936 
Lease assets 22,068  28,145 
Prepaids and other assets 15 56,290  61,729 
Deferred income tax asset 15 178,212  213,145 
$ 7,759,745  $ 7,460,931 
LIABILITIES
Current liabilities
Trade payables 18 $ 512,473  $ 477,295 
Share-based compensation liability 12 18,806  28,508 
Dividends payable 11,18 17,598  18,381 
Lease obligations 9,193  13,391 
Asset retirement obligations 10 15,656  20,448 
573,726  558,023 
Non-current liabilities
Other long-term liabilities 20,887  19,147 
Share-based compensation liability 12 5,926  7,224 
Financial derivatives 18 1,645  — 
Credit facilities 8 324,346  848,749 
Long-term notes 9 1,932,890  1,562,361 
Lease obligations 15,459  16,056 
Asset retirement obligations 10 625,295  602,951 
Deferred income tax liability 15 88,561  21,333 
3,588,735  3,635,844 
SHAREHOLDERS’ EQUITY
Shareholders' capital 11 6,137,479  6,527,289 
Contributed surplus 361,854  193,077 
Accumulated other comprehensive income 1,093,261  690,917 
Deficit (3,421,584) (3,586,196)
4,171,010  3,825,087 
$ 7,759,745  $ 7,460,931 
Subsequent events (note 11 and note 18) and Commitments (note 20)
See accompanying notes to the consolidated financial statements.

/s/ Jennifer A. Maki /s/ Angela S. Lekatsas
Jennifer A. Maki Angela S. Lekatsas
Director, Baytex Energy Corp. Director, Baytex Energy Corp.
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Baytex Energy Corp.
Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
(thousands of Canadian dollars, except per common share amounts and weighted average common shares)
Years Ended December 31 Notes 2024  2023 
Revenue, net of royalties
Petroleum and natural gas sales 14 $ 4,208,955  $ 3,382,621 
Royalties (880,086) (669,792)
3,328,869  2,712,829 
Expenses
Operating 653,949  570,839 
Transportation 133,142  89,306 
Blending and other 263,943  224,802 
General and administrative 81,746  69,789 
Transaction costs 4 1,539  49,045 
Exploration and evaluation 6 779  8,896 
Depletion and depreciation 1,385,910  1,047,904 
Impairment loss 7 —  833,662 
Share-based compensation 12 17,872  37,699 
Financing and interest 16 268,374  192,173 
Financial derivatives gain 18 (2,101) (24,695)
Foreign exchange loss (gain) 17 155,895  (10,848)
Loss on dispositions 1,220  141,295 
Other income (6,689) (456)
2,955,579  3,229,411 
Net income (loss) before income taxes 373,290  (516,582)
Income tax expense (recovery) 15
Current income tax expense 21,766  14,403 
Deferred income tax expense (recovery) 114,927  (297,629)
136,693  (283,226)
Net income (loss) $ 236,597  $ (233,356)
Other comprehensive income (loss)
Foreign currency translation adjustment 402,344  (65,278)
Comprehensive income (loss) $ 638,941  $ (298,634)
Net income (loss) per common share 13
Basic $ 0.29  $ (0.33)
Diluted $ 0.29  $ (0.33)
Weighted average common shares 13
Basic 803,435  704,896 
Diluted 807,711  704,896 
    
See accompanying notes to the consolidated financial statements.

2


Baytex Energy Corp.
Consolidated Statements of Changes in Equity
(thousands of Canadian dollars)

Notes Shareholders’
 capital
Contributed
 surplus
Accumulated
 other
 comprehensive
 income
Deficit Total equity
Balance at December 31, 2022 $ 5,499,664  $ 89,879  $ 756,195  $ (3,315,321) $ 3,030,417 
Issued on corporate acquisition 4 1,326,435  21,316  —  —  1,347,751 
Vesting of share awards 11 26,229  (37,462) —  —  (11,233)
Share-based compensation 12 —  16,237  —  —  16,237 
Repurchase of common shares for cancellation 11 (325,039) 103,107  —  —  (221,932)
Dividends declared 11 —  —  —  (37,519) (37,519)
Comprehensive loss —  —  (65,278) (233,356) (298,634)
Balance at December 31, 2023 $ 6,527,289  $ 193,077  $ 690,917  $ (3,586,196) $ 3,825,087 
Vesting of share awards 11 1,167  —  —  —  1,167 
Repurchase of common shares for cancellation 11 (390,977) 168,777  —  —  (222,200)
Dividends declared 11 —  —  —  (71,985) (71,985)
Comprehensive income —  —  402,344  236,597  638,941 
Balance at December 31, 2024 $ 6,137,479  $ 361,854  $ 1,093,261  $ (3,421,584) $ 4,171,010 

See accompanying notes to the consolidated financial statements.
3


Baytex Energy Corp.
Consolidated Statements of Cash Flows
(thousands of Canadian dollars)
Years Ended December 31 Notes 2024  2023 
CASH PROVIDED BY (USED IN):
Operating activities
Net income (loss) $ 236,597  $ (233,356)
Adjustments for:
Non-cash share-based compensation 12 —  16,237 
Unrealized foreign exchange loss (gain) 17 153,930  (14,300)
Exploration and evaluation 6 779  8,896 
Depletion and depreciation 1,385,910  1,047,904 
Impairment loss 7 —  833,662 
Non-cash financing and accretion 16 62,270  32,350 
Non-cash other income 10 —  (1,271)
Unrealized financial derivatives (gain) loss 18 (654) 11,517 
Cash premiums on derivatives —  (2,263)
Loss on dispositions 1,220  141,295 
Deferred income tax expense (recovery) 15 114,927  (297,629)
Asset retirement obligations settled 10 (28,793) (26,416)
Change in non-cash working capital 19 (17,922) (220,895)
Cash flows from operating activities 1,908,264  1,295,731 
Financing activities
(Decrease) increase in credit facilities 8 (539,676) 477,387 
Decrease in acquired credit facilities 4 —  (373,608)
Debt issuance costs (25,023) (40,424)
Payments on lease obligations (15,510) (11,527)
Net proceeds from issuance of long-term notes 9 780,936  1,046,197 
Redemption of long-term notes 9 (580,913) — 
Redemption of acquired long-term notes 4 —  (569,256)
Repurchase of common shares 11 (222,200) (221,932)
Dividends declared 11 (71,985) (37,519)
Change in non-cash working capital 19 6,200  (3,068)
Cash flows (used in) from financing activities (668,171) 266,250 
Investing activities
Additions to oil and gas properties 7 (1,256,633) (1,012,787)
Additions to other plant and equipment (5,370) (4,416)
Corporate acquisition, net of cash acquired 4 —  (662,579)
Property acquisitions (52,415) (38,914)
Proceeds from dispositions 46,495  160,256 
Change in non-cash working capital 19 (11,375) 46,810 
Cash flows used in investing activities (1,279,298) (1,511,630)
Change in cash (39,205) 50,351 
Cash, beginning of year 55,815  5,464 
Cash, end of year $ 16,610  $ 55,815 
Supplementary information
Interest paid $ 200,218  $ 153,224 
Income taxes paid $ 19,430  $ 3,603 

See accompanying notes to the consolidated financial statements.
4


Baytex Energy Corp.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024 and 2023
(all tabular amounts in thousands of Canadian dollars, except per common share amounts)

1.    REPORTING ENTITY
Baytex Energy Corp. (the “Company” or “Baytex”) is an energy company engaged in the acquisition, development and production of oil and natural gas in the Western Canadian Sedimentary Basin and in Texas, United States. The Company’s common shares are traded on the Toronto Stock Exchange and the New York Stock Exchange under the symbol BTE. The Company’s head and principal office is located at 2800, 520 – 3rd Avenue S.W., Calgary, Alberta, T2P 0R3, and its registered office is located at 2400, 525 – 8th Avenue S.W., Calgary, Alberta, T2P 1G1.

2.    BASIS OF PREPARATION
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (the "IASB"). The material accounting policies set forth below were consistently applied to all periods presented.

The consolidated financial statements were approved by the Board of Directors of Baytex on March 4, 2025.

The consolidated financial statements have been prepared on a historical cost basis, with the exception of certain fair value measurements noted in the material accounting policies set forth below. The consolidated financial statements are presented in Canadian dollars which is the functional currency of the Company. References to “US$” are to United States ("U.S.") dollars. All financial information is rounded to the nearest thousand, except per share amounts or where otherwise indicated.

Measurement Uncertainty and Judgments

Management makes judgements and assumptions about the future in deriving estimates used in preparation of these consolidated financial statements in accordance with IFRS. Sources of estimation uncertainty include estimates used to determine economically recoverable oil, natural gas, and natural gas liquids reserves, the recoverable amount of long-lived assets or cash generating units, the fair value of financial derivatives, the provision for asset retirement obligations and the provision for income taxes and the related deferred tax assets and liabilities.

In 2025, the government of the United States of America has announced tariffs on goods imported from Canada, including a 10% tariff on Canadian energy imports, effective March 4, 2025. These tariffs and the Canadian government’s response to them could adversely affect market prices for crude oil and natural gas or demand for the Company’s Canadian production in addition to the cost of goods imported directly or indirectly from the U.S. The impact of these tariffs on the Company’s financial results cannot be quantified at this time.

The preparation of the consolidated financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, revenues and expenses. These judgments, estimates and assumptions are based on all relevant information available, including considerations related to various regulatory and legislative requirements, to the Company at the time of financial statement preparation. Actual results could be materially different from those estimates as the effect of future events cannot be determined with certainty. Revisions to estimates are recognized prospectively. The key areas of judgment or estimation uncertainty that have a significant risk of causing material adjustment to the reported amounts of assets, liabilities, revenues, and expenses are discussed below.

Reserves

The Company uses estimates of oil, natural gas and natural gas liquids ("NGL") reserves in the calculation of depletion, evaluating the recoverability of deferred income tax assets and in the determination of recoverable value estimates for non-financial assets. The process to estimate reserves is complex and requires significant judgment. Estimates of the Company's reserves are evaluated annually by independent qualified reserves evaluators and represent the estimated recoverable quantities of oil, natural gas and NGL reserves and the related cash flows. This evaluation of reserves is prepared in accordance with the reserves definition contained in National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities and the Canadian Oil and Gas Evaluation Handbook.

Estimates of economically recoverable oil, natural gas and NGL reserves and the related cash flows are based on a number of factors and assumptions. Changes to estimates and assumptions such as forecasted commodity prices, production volumes, capital and operating costs and royalty obligations could have a significant impact on reported reserves. Other estimates include ultimate reserve recovery, marketability of oil and natural gas and other geological, economic and technical factors.
5


Changes in the Company's reserves estimates can have a significant impact on the calculation of depletion, the recoverability of deferred income tax assets and in the determination of recoverable value estimates for non-financial assets.

Business Combinations

Business combinations are accounted for using the acquisition method of accounting when the assets acquired meet the definition of a business in accordance with IFRS. The determination of the fair value assigned to assets acquired and liabilities assumed requires management to make assumptions and estimates. These assumptions or estimates used in determining the fair value of assets acquired and liabilities assumed could impact the amounts assigned to assets, liabilities and goodwill. The determination of the acquisition-date fair value measurement of oil and gas properties acquired represents the largest fair value estimate which is derived from the present value of expected cash flows associated with estimated acquired proved and probable oil and gas reserves prepared by an independent qualified reserve evaluator using assumptions as outlined under "reserves", on an after-tax basis and applying a discount rate. Assumptions used to arrive at the fair value of oil and gas properties are further verified by way of market comparisons and third party sources.

Cash-generating Units ("CGUs")

The Company's oil and gas properties are aggregated into CGUs which are the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The aggregation of assets in CGUs requires management judgment and is based on geographical proximity, shared infrastructure and similar exposure to market risk.

Identification of Impairment or Impairment Reversal Indicators

Judgment is required to assess when indicators of impairment or impairment reversal exist and when a calculation of the recoverable amount is required. The CGUs comprising oil and gas properties are reviewed at each reporting date to assess whether there is any indication of impairment or impairment reversal. These indicators can be internal such as changes in estimated proved and probable oil and gas reserves ("CGU reserves") and internally estimated oil and gas resources, or external such as market conditions impacting discount rates or market capitalization. The assessment for each CGU considers significant changes in the forecasted cash flows including reservoir performance, the number of development locations and timing of development, forecasted commodity prices, production volumes, capital and operating costs and royalty obligations.

Measurement of Recoverable Amounts

If indicators of impairment or impairment reversal are determined to exist, the recoverable amount of an asset or CGU is calculated based on the higher of value-in-use ("VIU") and fair value less cost of disposal ("FVLCD"). These calculations require the use of estimates and assumptions including cash flows associated with proved and probable oil and gas reserves and the discount rate used to present value future cash flows. Any changes to these estimates and assumptions could impact the calculation of the recoverable amount and the carrying value of assets.

Asset Retirement Obligations

The Company's provision for asset retirement obligations is based on estimated costs to abandon and reclaim the wells and the facilities, the estimated time period during which these costs will be incurred in the future, and risk-free discount rates and inflation rates. The Company uses risk-free discount rates. The provision for asset retirement obligations represents management's best estimate of the present value of the future abandonment and reclamation costs required under current regulatory requirements.

Income Taxes

Tax regulations and legislation in the various jurisdictions in which the Company and its subsidiaries operate are subject to change and there are differing interpretations requiring management judgment. Income tax filings are subject to audit and re-assessment and changes in facts, circumstances and interpretations of the applicable legislative requirements may result in a material change to the Company's provision for income taxes.

Environmental Reporting Regulations

Environmental reporting for public enterprises continues to evolve and the Company may be subject to additional future disclosure requirements. The International Sustainability Standards Board ("ISSB") has issued an IFRS Sustainability Disclosure Standard with the objective to develop a global framework for environmental sustainability disclosure. The Canadian Sustainability Standards Board has released its first standards which are aligned with the ISSB release and include suggestions for Canadian-specific modifications. The Canadian Securities Administrators have also issued a proposed National Instrument 51-107 Disclosure of Climate-related Matters which sets forth additional reporting requirements for Canadian Public Companies. Baytex continues to monitor developments on these reporting requirements and has not yet quantified the cost to comply with these regulations.
6



3.    MATERIAL ACCOUNTING POLICIES
Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Subsidiaries are entities controlled by the Company. Control exists when the Company has the power to govern the financial and operating policies to obtain benefits from its activities. Significant subsidiaries included in the Company's accounts include Baytex Energy USA, Inc., Baytex Energy Ltd. and Baytex Energy Limited Partnership. Intercompany transactions are eliminated in preparation of the consolidated financial statements.

Many of the Company's exploration, development and production activities are conducted through jointly owned assets. The consolidated financial statements include the Company's proportionate share of the assets, liabilities, revenues and expenses generated by jointly owned assets.

Revenue Recognition

Revenue from the sale of light oil and condensate, heavy oil, natural gas liquids, and natural gas is recognized based on the consideration specified in contracts with customers. Baytex recognizes revenue by unit of production and when control of the product transfers to the customer and collection is reasonably assured. This is generally at the point in time when the customer obtains legal title to the product and it is physically transferred to the customer at the agreed upon delivery point.

The nature of the Company's performance obligations, including roles of third parties and partners, are evaluated to determine if the Company acts as a principal. Baytex recognizes revenue on a gross basis when it acts as the principal and has primary responsibility for the transaction. Revenue is recognized on a net basis when Baytex acts in the capacity of an agent rather than as a principal.

The transaction price for variable price contracts is based on a representative commodity price index, and typically includes adjustments for quality, location, delivery method, or other factors depending on the agreed upon terms of the contract. The amount of revenue recorded varies depending on the grade, quality and quantities of oil or natural gas transferred to customers. Market conditions, which impact the Company's ability to negotiate certain components of the transaction price, can also cause the amount of revenue recorded to fluctuate from period to period.

Pipeline tariffs, tolls and fees charged to other entities for the use of pipelines and facilities owned by Baytex are evaluated by management to determine if these originate from contracts with customers or from incidental or collaborative arrangements. Pipeline tariffs, tolls and fees charged to other entities that are from contracts with customers are recognized in revenue when the related services are provided.

Exploration and Evaluation ("E&E") Assets

Once the legal right to explore has been acquired, costs directly associated with an exploration program are capitalized as E&E assets until results of the exploration program have been evaluated. Costs capitalized as E&E assets include costs of license acquisition, technical services and studies, seismic acquisition, exploration drilling and testing of initial production results.

E&E expenditures are costs incurred in an area where technical feasibility and commercial viability has not yet been determined. The technical feasibility and commercial viability is dependent on whether extracting petroleum and natural gas resources is demonstrable. If the asset is determined not to be technically feasible or commercially viable the accumulated E&E assets associated with the exploration project are charged to E&E expense in the period the determination is made.

Upon determination of technical feasibility and commercial viability, as evidenced by demonstrating the ability to extract mineral resources and management's intention to develop the E&E asset, the accumulated costs associated with the exploration project are tested for impairment and transferred to oil and gas properties.

Oil and Gas Properties

Oil and gas properties are initially recorded at cost and include the costs to acquire, develop, complete geological and geophysical surveys, drill and complete wells for production, and construct and install infrastructure including wellhead equipment and processing facilities.

Oil and gas properties includes costs related to planned major inspection, overhaul and turnaround activities to maintain items of oil and gas properties and benefit future years of operations. Replacements outside of a major inspection, overhaul or turnaround are recognized as oil and gas properties when it is probable the economic benefits of the replacement will be realized by the Company in the future. The carrying amount of any replaced or disposed item of oil and gas properties is derecognized. Repair and maintenance costs incurred for servicing an item of oil and gas properties is recorded as operating expense as incurred.

7


Depletion

The costs associated with oil and gas properties are depleted on a unit-of-production basis by depletable area over proved and probable reserves once commercial production has commenced. Forecasted capital costs required to bring proved and probable reserves into production are included in the depletable base. For purposes of the depletion calculation, petroleum and natural gas reserves are converted to a common unit of measurement on the basis of their relative energy content where six thousand cubic feet of natural gas equates to one barrel of oil equivalent.

Impairment or Impairment Reversals

Non-financial Assets

The Company reviews its oil and gas properties and E&E assets at a CGU level for indicators of impairment or impairment reversal at the end of each reporting period. E&E assets are also assessed for impairment upon transfer to oil and gas properties. The recoverable amount of the asset is estimated if indicators of impairment or impairment reversal exist.

When reviewing for indicators of impairment or impairment reversal, and testing for impairment or impairment reversal when indicators have been identified, assets are grouped together at a CGU level. The recoverable amount of an asset or CGU is the higher of its FVLCD and its VIU. The determination of recoverable amount includes estimates of proved and probable oil and gas reserves and the associated cash flows. Factors that impact these cash flows include forecasted CGU production volumes, royalty obligations, operating costs, capital costs, commodity prices, taxes, along with inflation and discount rates used to estimate present value. FVLCD is the amount that would be obtained from the sale of an asset or CGU in an arm's length transaction. In determining FVLCD, recent comparable market transactions are considered if available. In the absence of such transactions, an appropriate valuation model is used. VIU is assessed using the present value of the estimated future cash flows of the asset or CGU. The estimated future cash flows are adjusted for risks specific to the asset or CGU and are discounted using a discount rate based on the Company’s weighted average cost of capital adjusted for risks specific to the CGU.

Where the carrying amount of a CGU exceeds its recoverable amount, the CGU is considered impaired and is written down to its recoverable amount. The impairment reduces the carrying amount of the individual assets in the CGU on a pro-rata basis.

Impairments may be reversed for all CGUs and individual assets when there is indication that a previously recognized impairment may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. An impairment may be reversed only to the extent that the CGU’s revised carrying amount does not exceed the carrying amount that would have been determined, net of depreciation and depletion, had no impairment been recognized.

Impairments and impairment reversals are recorded in net income or loss in the period the impairment or impairment reversal occurs.

Asset Retirement Obligations

The Company recognizes asset retirement obligations when it has a legal or constructive obligation as a result of past events, it is probable that an outflow of economic resources will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The Company’s asset retirement obligations are based on its net ownership in wells and facilities. Management estimates the costs to abandon and reclaim the wells and the facilities using existing technology and the estimated time period during which these costs will be incurred in the future.

Asset retirement obligations are recognized for future asset retirement costs associated with the abandonment and reclamation of the Company's E&E assets and oil and gas properties. Asset retirement obligations are measured at the present value of management's best estimate of the future cash flows required to settle the present obligation, discounted using the risk-free interest rate. The present value of the liability is capitalized as part of the cost of the related asset and depleted over its useful life. The asset retirement obligation is accreted until the date of expected settlement of the retirement obligation and is recognized within financing and interest expense in net income or loss. Changes in the future cash flow estimates resulting from revisions to the estimated timing or amount of undiscounted cash flows or the discount rates are recognized as changes in the asset retirement obligation provision and related asset at each reporting date.

Foreign Currency Translation

Foreign Transactions

Transactions completed in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the time of the transactions. Foreign currency assets and liabilities are translated to functional currency at the period-end exchange rate. Revenue and expenses are translated to functional currency using the average exchange rate for the period. Realized and unrealized gains and losses resulting from the settlement or translation of foreign currency transactions are included in net income or loss.

8


Foreign Operations

The functional currency of the Company's subsidiaries is the currency of the primary economic environment in which the entity operates. The Company's U.S. operations are conducted in USD. Management judgement is required in the designation of a subsidiary's functional currency.

The financial statements of each entity are translated into Canadian dollars during the preparation of the Company's consolidated financial statements. Refer to the Consolidation section of Note 3 for a list of the Company's entities. The assets and liabilities of a foreign operation are translated to Canadian dollars at the period-end exchange rate. Revenues and expenses of foreign operations are translated to Canadian dollars using the average exchange rate for the period. Foreign exchange differences are recognized in other comprehensive income or loss.

If the Company or any of its entities disposes of its entire interest in a foreign operation, or loses control, joint control, or significant influence over a foreign operation, the accumulated foreign currency translation gains or losses related to the foreign operation are recognized in net income or loss.

Financial Instruments

Financial assets are initially classified into two categories: measured at amortized cost or fair value through profit or loss (“FVTPL”).

The measurement category for each class of financial asset and financial liability is set forth in the following table.
Financial Instrument Classification
Cash Amortized cost
Trade receivables Amortized cost
Financial derivatives Fair value through profit or loss
Trade payables Amortized cost
Dividends payable Amortized cost
Credit facilities Amortized cost
Long-term notes Amortized cost

Debt issuance costs related to the amendment of the Company's credit facilities or the issuance of long-term notes are capitalized and amortized as financing costs over the term of the credit facilities or long-term notes. For a financial asset or a financial liability carried at amortized cost, transaction costs directly attributable to acquiring or issuing the asset or liability are added to, or deducted from, the fair value on initial recognition and amortized through net income or loss over the term of the financial instrument. Transaction costs that are directly attributable to the acquisition or issue of a financial asset or a financial liability classified as FVTPL are expensed at inception of the contract.

The Company formally documents its risk management objectives and strategies to manage exposures to fluctuations in commodity prices, interest rates and foreign currency exchange rates. The Company has not designated its financial derivative contracts as effective accounting hedges, and therefore has not applied hedge accounting. As a result, the Company applies the fair value method of accounting for all derivative instruments. The fair values of these instruments are based on quoted market prices or, in their absence, third-party market indications and forecasts. Attributable transaction costs are recognized in net income or loss when incurred.

The Company accounts for its physical delivery sales contracts as executory contracts. These contracts are entered into and held for the purpose of receipt or delivery of non-financial items in accordance with its expected purchase, sale or usage requirements. As such, these contracts are not considered to be derivative financial instruments and are not recorded at fair value on the statements of financial position. Settlements on these physical delivery sales contracts are recognized in revenue in the period the product is delivered to the sales point.

Income Taxes

Current and deferred income taxes are recognized in net income or loss, except when they relate to items that are recognized directly in equity, in which case the current and deferred taxes are also recognized directly in equity.

Current income taxes for the current and prior periods are measured at the amount expected to be recoverable from or payable to the taxation authorities based on the income tax rates enacted at the end of the reporting period. The Company recognizes the financial statement impact of a tax filing position when it is probable that the position will be upheld. The asset or liability is measured based on an assessment of probable outcomes and their associated probabilities.

9


The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recorded for the effect of any temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation of taxable income. Deferred income tax liabilities are generally recognized for all taxable temporary differences. Deferred income tax assets are recognized for all deductible temporary differences to the extent future recovery is probable. The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and reduced or increased to the extent that it is no longer probable or becomes probable that sufficient taxable income will be available to allow all or part of the asset to be recovered. Deferred income taxes are calculated using enacted or substantively enacted tax rates. Deferred income tax balances are adjusted for any changes in the enacted or substantively enacted tax rates and the adjustment is recognized in the period that the rate change occurs.

Tax regulations and legislation in the various jurisdictions in which the Company and its subsidiaries operate are subject to change and there are differing interpretations requiring management judgment. Deferred tax assets are recognized when it is considered probable that deductible temporary differences will be recovered in future periods, which requires management judgment. Deferred tax liabilities are recognized when it is considered probable that temporary differences will be payable to tax authorities in future periods, which requires management judgment. Income tax filings are subject to audit and re-assessment and changes in facts, circumstances and interpretations of the standards may result in a material change to the Company's provision for income taxes.

New Accounting Standards Adopted

Effective January 1, 2024, Baytex adopted amendments to IAS 1 Presentation of Financial Statements which was issued by the IASB in January 2020. The amendments further clarify the requirements for the presentation of liabilities as current or non-current in the consolidated statements of financial position. These amendments have not had a material impact on our consolidated financial statements.

Future Accounting Pronouncements

IFRS 18 Presentation and Disclosure in Financial Statements was issued in April 2024 by the IASB and replaces IAS 1 Presentation of Financial Statements. The Standard introduces a defined structure to the statements of income or loss and comprehensive income or loss and specific disclosure requirements related to the same. The Standard is required to be adopted retrospectively and is effective for fiscal years beginning on or after January 1, 2027, with early adoption permitted. The Company is evaluating the impact that this standard will have on the consolidated financial statements.

IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures were amended in May 2024 to clarify the date of recognition and derecognition of financial assets and liabilities. The amendments are effective for fiscal years beginning on or after January 1, 2026, with early adoption permitted. The Company is evaluating the impact that this amendment will have on the consolidated financial statements.

4.BUSINESS COMBINATION
On June 20, 2023, Baytex closed the acquisition of Ranger Oil Corporation (“Ranger”), a publicly traded oil and gas exploration and production company with operations in the Eagle Ford. Baytex acquired all of the issued and outstanding common shares of Ranger and is treated as the acquirer for accounting purposes. The acquisition increases Baytex's Eagle Ford scale and provides an operating platform to effectively allocate capital across the Western Canadian Sedimentary Basin and the Eagle Ford.

The acquisition was accounted for as a business combination with the net assets and liabilities recorded at fair value at the acquisition date. The total consideration of US$1.6 billion ($2.1 billion) consisted of $732.8 million of cash consideration and 311.4 million Baytex common shares valued at approximately $1.3 billion (based on the closing price of Baytex’s common shares of $4.26 per share on the Toronto Stock Exchange on June 20, 2023). Under the terms of the agreement, Ranger shareholders received 7.49 Baytex shares plus US$13.31 cash for each share of Ranger common stock.

The fair value of oil and gas properties acquired was primarily based on estimated cash flows associated with proved and probable oil and gas reserves acquired and the discount rate. Factors that impact these reserves cash flows include forecasted production volumes, royalty obligations, operating and capital costs, taxes and commodity prices. The estimation of reserves cash flows involves the expertise of the independent qualified reserve evaluators. Any changes to these estimates and assumptions could impact the calculation of the recoverable amount and the carrying value of assets. The fair value of the acquired oil and gas properties were determined using a discount rate of 12.2%.

Asset retirement obligations were determined using internal estimates of the timing and estimated costs associated with the abandonment and reclamation of the wells and facilities acquired using a market rate of interest of 9.0%.

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The total consideration paid and estimates of the fair value of the assets and liabilities acquired as at the date of the acquisition are set forth in the table below. The purchase price equation was based on management's best estimate of the assets acquired and liabilities assumed. There were no measurement period adjustments recorded during the year ended December 31, 2024 and the purchase price is considered final.
USD
CAD (1)
Consideration
Cash $ 553,150  $ 732,840 
Common shares issued 1,001,196  1,326,435 
Share-based compensation (2)
20,107  26,638 
Total consideration $ 1,574,453  $ 2,085,913 
Fair value of net assets acquired
Oil and gas properties $ 2,337,173  $ 3,096,404 
Working capital deficiency excluding bank debt and financial derivatives (3)
(120,565) (159,731)
Financial derivatives 17,030  22,562 
Lease assets 15,708  20,811 
Lease obligations (15,708) (20,811)
Credit facilities (282,000) (373,608)
Long-term notes (429,676) (569,256)
Asset retirement obligations (23,632) (31,310)
Deferred income tax asset 76,123  100,852 
Net assets acquired $ 1,574,453  $ 2,085,913 
(1)Exchange rate used to translate the U.S. denominated values above is the rate as at the closing date being CAD/USD 1.32485.
(2)Following closing of the transaction, holders of awards outstanding under Ranger's share based compensation plans are entitled to Baytex common shares rather than Ranger common shares with adjustment to the quantity outstanding based on the exchange ratio for Ranger shares. The fair value of share awards allocated to consideration was based on the service period that had occurred prior to the acquisition date while the remaining fair value of the share awards assumed by Baytex is being recognized over the remaining future service periods (note 12). Included in this balance is $21.3 million (US$16.1 million) of awards that were fully vested at close of the Ranger acquisition and $5.3 million (US$4.0 million) of cash-based awards included in share-based compensation liability.
(3)Includes $70.3 million (US$53.0 million) of cash. Trade receivables acquired is net of a provision for expected credit losses of approximately $0.3 million.

The cash portion of the transaction was funded with Baytex’s expanded credit facility which increased to US$1.1 billion at close of the transaction, US$150 million from a two-year term loan facility, and the net proceeds from the issuance of US$800 million senior unsecured notes due 2030. Baytex closed the US$800 million, senior unsecured note offering on April 27, 2023 and the net proceeds were released from escrow on June 20, 2023.

These consolidated financial statements include the results of operations of Ranger for the period following closing of the transaction on June 20, 2023. For the year ended December 31, 2023, the acquisition contributed revenues and net income before income taxes of $939.4 million and $165.1 million, respectively. Had the acquisition occurred on January 1, 2023, revenues and net income before income taxes would have increased by approximately $1.7 billion and $366.7 million, respectively, for the year ended December 31, 2023. This pro-forma information is not necessarily indicative of the results of operations that would have resulted had the acquisition been reflected on the dates indicated, or that may be obtained in the future.

During the year ended December 31, 2023, Baytex incurred transaction costs of $49.0 million. Transaction costs include consulting, advisory fees, legal fees, tax fees and other professional fees of $41.7 million, as well as post-combination employee-related costs of $7.3 million.
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5.    SEGMENTED FINANCIAL INFORMATION
Baytex's reportable segments are determined based on the geographic location and nature of the underlying operations:

•Canada includes the exploration for, and the development and production of, crude oil and natural gas in Western Canada;
•U.S. includes the exploration for, and the development and production of, crude oil and natural gas in the U.S.; and
•Corporate includes corporate activities and items not allocated between operating segments.
Canada U.S. Corporate Consolidated
Years Ended December 31 2024  2023 2024  2023 2024  2023 2024  2023
Revenue, net of royalties
Petroleum and natural gas sales $ 1,874,046  $ 1,729,021  $ 2,334,909  $ 1,653,600  $ —  $ —  $ 4,208,955  $ 3,382,621 
Royalties (261,205) (213,148) (618,881) (456,644) —  —  (880,086) (669,792)
1,612,841  1,515,873  1,716,028  1,196,956  —  —  3,328,869  2,712,829 
Expenses
Operating 336,069  368,605  317,880  202,234  —  —  653,949  570,839 
Transportation 84,211  64,325  48,931  24,981  —  —  133,142  89,306 
Blending and other 263,943  224,802  —  —  —  —  263,943  224,802 
General and administrative —  —  —  —  81,746  69,789  81,746  69,789 
Transaction costs —  —  —  —  1,539  49,045  1,539  49,045 
Exploration and evaluation 779  8,896  —  —  —  —  779  8,896 
Depletion and depreciation 473,792  484,232  898,271  555,548  13,847  8,124  1,385,910  1,047,904 
Impairment loss —  184,000  —  649,662  —  —  —  833,662 
Share-based compensation —  —  —  —  17,872  37,699  17,872  37,699 
Financing and interest —  —  —  —  268,374  192,173  268,374  192,173 
Financial derivatives gain —  —  —  —  (2,101) (24,695) (2,101) (24,695)
Foreign exchange loss (gain) —  —  —  —  155,895  (10,848) 155,895  (10,848)
(Gain) loss on dispositions (4,134) 141,295  5,354  —  —  —  1,220  141,295 
Other (income) expense —  (1,271) —  —  (6,689) 815  (6,689) (456)
1,154,660  1,474,884  1,270,436  1,432,425  530,483  322,102  2,955,579  3,229,411 
Net income (loss) before income taxes 458,181  40,989  445,592  (235,469) (530,483) (322,102) 373,290  (516,582)
Income tax expense (recovery)
Current income tax expense 21,766  14,403 
Deferred income tax expense (recovery) 114,927  (297,629)
136,693  (283,226)
Net income (loss) $ 458,181  $ 40,989  $ 445,592  $ (235,469) $ (530,483) $ (322,102) $ 236,597  $ (233,356)
Additions to oil and gas properties 489,486  463,198  767,147  549,589  —  —  1,256,633  1,012,787 
Corporate acquisition, net of cash acquired —  —  —  662,579  —  —  —  662,579 
Property acquisitions 48,889  20,023  3,526  18,891  —  —  52,415  38,914 
Proceeds from dispositions (41,149) (160,256) (5,346) —  —  —  (46,495) (160,256)

As at December 31, 2024 December 31, 2023
Canadian assets $ 2,381,991  $ 2,289,083 
U.S. assets 5,322,088  5,112,493 
Corporate assets 55,666  59,355 
Total consolidated assets $ 7,759,745  $ 7,460,931 

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6.    EXPLORATION AND EVALUATION ASSETS
December 31, 2024 December 31, 2023
Balance, beginning of year $ 90,919  $ 168,684 
Property acquisitions 39,355  19,519 
Divestitures (2,009) (2,998)
Exploration and evaluation expense (779) (8,896)
Transfers to oil and gas properties (note 7) (3,131) (83,530)
Foreign currency translation —  (1,860)
Balance, end of year $ 124,355  $ 90,919 

At December 31, 2023 and December 31, 2024, there were no indicators of impairment or impairment reversal for exploration and evaluation assets in any of the Company's CGUs.

7.    OIL AND GAS PROPERTIES
Cost Accumulated
 depletion
Net book value
Balance, December 31, 2022 $ 12,042,216  $ (7,421,450) $ 4,620,766 
Capital expenditures 1,012,787  —  1,012,787 
Corporate acquisition (note 4) 3,096,404  —  3,096,404 
Property acquisitions 24,989  —  24,989 
Transfers from exploration and evaluation assets (note 6) 83,530  —  83,530 
Transfers from lease assets 7,611  —  7,611 
Change in asset retirement obligations (note 10) 54,166  —  54,166 
Divestitures (668,621) 321,407  (347,214)
Impairment loss —  (833,662) (833,662)
Foreign currency translation (127,065) 66,501  (60,564)
Depletion —  (1,039,780) (1,039,780)
Balance, December 31, 2023 $ 15,526,017  $ (8,906,984) $ 6,619,033 
Capital expenditures 1,256,633  —  1,256,633 
Property acquisitions 16,437  —  16,437 
Transfers from exploration and evaluation assets (note 6) 3,131  —  3,131 
Transfers from lease assets 8,210  —  8,210 
Change in asset retirement obligations (note 10) 25,253  —  25,253 
Divestitures (187,103) 135,742  (51,361)
Foreign currency translation 794,766  (378,871) 415,895 
Depletion —  (1,372,063) (1,372,063)
Balance, December 31, 2024 $ 17,443,344  $ (10,522,176) $ 6,921,168 

At December 31, 2024, there were no indicators of impairment or impairment reversal for oil and gas properties in any of the Company's CGUs.

2023 Impairment

At December 31, 2023, the Company identified indicators of impairment for oil and gas properties in the legacy non-operated Eagle Ford CGU due to changes in reserves and in the Viking CGU due to changes in reserves and a loss recorded on disposition of an asset. The recoverable amounts for the two CGUs were not sufficient to support their carrying values which resulted in an impairment loss of $833.7 million recorded at December 31, 2023. The recoverable amount for each CGU was based on the estimated cash flows associated with proved and probable oil and gas reserves from an independent reserve report prepared as at December 31, 2023 utilizing a discount rate based on Baytex's corporate weighted average cost of capital adjusted for asset specific factors. The after-tax discount rates applied to the cash flows were between 12% and 14%.

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At December 31, 2023, the recoverable amounts of the two CGUs were calculated using the following benchmark reference prices for the years 2024 to 2033 adjusted for commodity differentials specific to the CGU. The prices and costs subsequent to 2033 have been adjusted for inflation at an annual rate of 2.0%.
2024 2025 2026 2027 2028 2029 2030 2031 2032 2033
WTI crude oil (US$/bbl) 73.67  74.98  76.14  77.66  79.22  80.80  82.42  84.06  85.74  87.46 
LLS crude oil (US$/bbl) 76.49  77.80  78.95  80.35  81.95  83.59  85.27  86.97  88.71  90.48 
Edmonton par oil ($/bbl) 92.91  95.04  96.07  97.99  99.95  101.94  103.98  106.06  108.18  110.35 
NYMEX Henry Hub gas (US$/mmbtu) 2.75  3.64  4.02  4.10  4.18  4.27  4.35  4.44  4.53  4.62 
AECO gas ($/mmbtu) 2.20  3.37  4.05  4.13  4.21  4.30  4.38  4.47  4.56  4.65 
Exchange rate (CAD/USD) 0.75  0.75  0.76  0.76  0.76  0.76  0.76  0.76  0.76  0.76 

The following table summarizes the recoverable amount and impairment for each of the two CGUs at December 31, 2023 and demonstrates the sensitivity of the impairment to reasonably possible changes in key assumptions inherent in the calculation.
Recoverable amount Impairment loss Change in discount rate of 1% Change in oil price of $2.50/bbl Change in gas price of $0.25/mcf
Viking CGU $ 606,290  $ 184,000  $ 26,500  $ 53,000  $ 3,500 
Eagle Ford Non-operated CGU (1)
1,429,658  649,662  71,300  107,600  25,700 
(1)There were no indicators of impairment identified for the Eagle Ford Operated CGU which includes the assets acquired from Ranger (note 4).

8.    CREDIT FACILITIES
December 31, 2024 December 31, 2023
Credit facilities - U.S. dollar denominated (1)
$ 206,826  $ 311,980 
Credit facilities - Canadian dollar denominated 134,381  552,756 
Credit facilities - principal (2)
$ 341,207  $ 864,736 
Unamortized debt issuance costs (16,861) (15,987)
Credit facilities $ 324,346  $ 848,749 
(1)U.S. dollar denominated credit facilities balance was US$143.6 million as at December 31, 2024 (December 31, 2023 - US$236.3 million).
(2)The decrease in the principal amount of the credit facilities outstanding from December 31, 2023 to December 31, 2024 is the result of net repayments of $539.7 million, partially offset by an increase in the reported amount of U.S. denominated debt of $16.2 million due to foreign exchange.

On May 9, 2024, Baytex extended the maturity of the US$1.1 billion revolving credit facilities (the "Credit Facilities") from April 1, 2026 to May 9, 2028. There are no changes to the loan balances or financial covenants as a result of the amendment. Following the amendment, borrowings in Canadian funds previously based on the banker's acceptance rate have been replaced with borrowings based on the Canadian Overnight Repo Rate Average ("CORRA").

At December 31, 2024, Baytex had US$1.1 billion ($1.6 billion) of revolving credit facilities that mature on May 9, 2028. The Credit Facilities are secured and are comprised of a US$50 million operating loan and a US$750 million syndicated revolving loan for Baytex and a US$45 million operating loan and a US$255 million syndicated revolving loan for Baytex's wholly-owned subsidiary, Baytex Energy USA, Inc.

The Credit Facilities contain standard commercial covenants, in addition to the financial covenants detailed below, related to debt incurrence, restricted payments, certain transactions and compliance with applicable laws. Noncompliance with these covenants may result in an "event of default", at which point the carrying value of the debt could become repayable within a 12 month period after the reporting date. Baytex continues to be in compliance with all financial and commercial covenants under its debt agreements.

Advances under the Baytex Credit Facilities can be drawn in either Canadian or U.S. funds and bear interest at the bank’s prime lending rate, CORRA rates or secured overnight financing rates ("SOFR"), plus applicable margins. Advances under the Baytex Energy USA, Inc. Credit Facilities can be drawn in U.S. funds and bear interest at the bank's prime lending rate or SOFR, plus applicable margins.

The weighted average interest rate on the Credit Facilities was 7.6% for the year ended December 31, 2024 (7.4% for the year ended December 31, 2023).

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The following table summarizes the financial covenants applicable to the Credit Facilities and the Company's compliance therewith at December 31, 2024.
Covenant Description Position as at December 31, 2024 Covenant
Senior Secured Debt (1) to Bank EBITDA (2) (Maximum Ratio)
0.2:1.0
3.5:1.0
Interest Coverage (3) (Minimum Ratio)
10.7:1.0
3.5:1.0
Total Debt (4) to Bank EBITDA (2) (Maximum Ratio)
1.1:1.0
4.0:1.0
(1)"Senior Secured Debt" is calculated in accordance with the credit facility agreement and is defined as the principal amount of the Credit Facilities and other secured obligations identified in the credit facility agreement. As at December 31, 2024, the Company's Senior Secured Debt totaled $345.9 million.
(2)"Bank EBITDA" is calculated based on terms and definitions set out in the credit facility agreement which adjusts net income or loss for financing and interest expenses, income tax, non-recurring losses, certain specific unrealized and non-cash transactions and is calculated based on a trailing twelve-month basis including the impact of material acquisitions as if they had occurred at the beginning of the twelve month period. Bank EBITDA for the year ended December 31, 2024 was $2.2 billion.
(3)"Interest coverage" is calculated in accordance with the credit facility agreement and is computed as the ratio of Bank EBITDA to financing and interest expenses, excluding certain non-cash transactions, and is calculated on a trailing twelve-month basis including the impact of material acquisitions as if they had occurred at the beginning of the twelve month period. Financing and interest expenses for the year ended December 31, 2024 was $204.5 million.
(4)"Total Debt" is calculated in accordance with the credit facility agreement and is defined as all obligations, liabilities, and indebtedness of Baytex excluding trade payables, share-based compensation liability, dividends payable, asset retirement obligations, leases, deferred income tax liabilities, other long-term liabilities and financial derivative liabilities. As at December 31, 2024, the Company's Total Debt totaled $2.3 billion of principal amounts outstanding.

At December 31, 2024, Baytex had $5.8 million of outstanding letters of credit (December 31, 2023 - $5.6 million outstanding).

9.    LONG-TERM NOTES
December 31, 2024 December 31, 2023
8.75% notes due April 1, 2027 (1)
$ —  $ 541,114 
8.50% notes due April 30, 2030 (2)
1,152,360  1,056,361 
7.375% notes due March 15, 2032 (3)
828,259  — 
Total long-term notes - principal (4)
$ 1,980,619  $ 1,597,475 
Unamortized debt issuance costs (47,729) (35,114)
Total long-term notes - net of unamortized debt issuance costs $ 1,932,890  $ 1,562,361 
(1)The 8.75% notes were fully repaid on April 1, 2024. The U.S. dollar denominated principal outstanding of the 8.75% notes was US$409.8 million as at December 31, 2023.
(2)The U.S. dollar denominated principal outstanding of the 8.50% notes was US$800.0 million as at December 31, 2024 (December 31, 2023 - US$800.0 million).
(3)The U.S. dollar denominated principal outstanding of the 7.375% notes was US$575.0 million as at December 31, 2024 (December 31, 2023 - nil).
(4)The increase in the principal amount of long-term notes outstanding from December 31, 2023 to December 31, 2024 is the result of the issuance of the 7.375% notes for $780.9 million and changes in the reported amount of U.S. denominated debt of $158.8 million due to changes in the CAD/USD exchange rate used to translate the U.S. denominated amount of long-term notes outstanding. This was partially offset by the repayment of the 8.75% notes for $556.6 million.

On April 1, 2024, Baytex closed a private offering of the US$575 million aggregate principal amount of senior unsecured notes due 2032 ("7.375% Senior Notes"). The 7.375% Senior Notes were priced at 99.266% of par to yield 7.500% per annum, bear interest at a rate of 7.375% per annum and mature on March 15, 2032. The 7.375% Senior Notes are redeemable at our option, in whole or in part, at specified redemption prices on or after March 15, 2027 and will be redeemable at par from March 15, 2029 to maturity. Proceeds from the 7.375% Senior Notes were used to redeem the remaining US$409.8 million aggregate principal amount of the outstanding 8.75% Senior Notes at 104.375% of par value, pay the related fees and expenses associated with the offering, and repay a portion of the debt outstanding on our Credit Facilities. During Q2 2024, Baytex recorded early redemption expense of $24.4 million which is the call premium paid on the redemption of the 8.75% Senior Notes.

On April 27, 2023, we issued US$800 million aggregate principal amount of senior unsecured notes due April 30, 2030 bearing interest at a rate of 8.50% per annum semi-annually (the "8.50% Senior Notes"). The 8.50% Senior Notes were issued at 98.709% of par and are redeemable at our option, in whole or in part, at specified redemption prices after April 30, 2026 and will be redeemable at par from April 30, 2028 to maturity. Net proceeds of $1.0 billion reflects $13.7 million for the original issue discount and Baytex also incurred transaction costs of $18.5 million in conjunction with the issuance.

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The long-term notes do not contain any significant financial maintenance covenants but do contain standard commercial covenants for debt incurrence, restricted payments, certain transactions and compliance with applicable laws. Noncompliance with these covenants may result in an "event of default", at which point the carrying value of the debt could become repayable within a 12 month period after the reporting date. These standard commercial covenants do not prohibit the incurrence of indebtedness under the Credit Facilities, as long as the total debt incurred, including the Credit Facilities, does not exceed a specified threshold. Baytex continues to be in compliance with all financial and commercial covenants under its debt agreements.

10.    ASSET RETIREMENT OBLIGATIONS
December 31, 2024 December 31, 2023
Balance, beginning of year $ 623,399  $ 588,923 
Liabilities incurred (1)
32,635  24,185 
Liabilities settled (28,793) (26,416)
Liabilities assumed from corporate acquisition (note 4) —  31,310 
Liabilities acquired from property acquisitions 814  87 
Liabilities divested (9,482) (43,153)
Accretion (note 16) 21,226  20,406 
Government grants (2)
—  (1,271)
Change in estimate (1)
10,113  17,067 
Changes in discount rates and inflation rates (1)(3)
(17,495) 12,914 
Foreign currency translation 8,534  (653)
Balance, end of year $ 640,951  $ 623,399 
Less current portion of asset retirement obligations 15,656  20,448 
Non-current portion of asset retirement obligations $ 625,295  $ 602,951 
(1)The total of these items reflects the total change in asset retirement obligations of $25.3 million per Note 7 - Oil and Gas Properties ($54.2 million increase in 2023).
(2)Certain government grants were provided by the Government of Alberta and the Government of Saskatchewan under programs that were completed during the year ended December 31, 2023. During the year ended December 31, 2024, no amounts have been recognized under these programs ($1.3 million for the year ended December 31, 2023).
(3)The discount and inflation rates used to calculate the liability for our Canadian operations at December 31, 2024 were 3.3% and 1.8% respectively (December 31, 2023 - 3.0% and 1.6%). The discount and inflation rates used to calculate the liability for our U.S. operations at December 31, 2024 were 4.8% and 2.3%, respectively (December 31, 2023 - 4.0% and 2.1%).

At December 31, 2024, the undiscounted, uninflated amount of estimated cash flows required to settle the asset retirement obligations is $845.0 million (December 31, 2023 - $795.5 million). The discounted amount of estimated cash flow required to settle the asset retirement obligations at December 31, 2024 is $641.0 million (December 31, 2023 - $623.4 million). These costs are expected to be incurred over the next 55 years.

11.    SHAREHOLDERS' CAPITAL
The authorized capital of Baytex consists of an unlimited number of common shares without nominal or par value and 10.0 million preferred shares without nominal or par value, issuable in series. Baytex establishes the rights and terms of the preferred shares upon issuance. As at December 31, 2024, no preferred shares have been issued by the Company and all common shares issued were fully paid. The holders of common shares may receive dividends as declared from time to time and are entitled to one vote per share at any meeting of the holders of common shares. All common shares rank equally with regard to the Company's net assets in the event the Company is wound-up or terminated.
Number of Common Shares
(000s)
Amount
Balance, December 31, 2022 544,930  $ 5,499,664 
Issued on corporate acquisition (note 4) 311,370  1,326,435 
Vesting of share awards 5,892  26,229 
Common shares repurchased and cancelled (40,511) (325,039)
Balance, December 31, 2023 821,681  $ 6,527,289 
Vesting of share awards 272  1,167 
Common shares repurchased and cancelled (48,363) (390,977)
Balance, December 31, 2024 773,590  $ 6,137,479 
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Normal Course Issuer Bid ("NCIB") Share Repurchases

On June 26, 2024, Baytex announced that the Toronto Stock Exchange ("TSX") accepted the renewal of the NCIB under which Baytex is permitted to purchase for cancellation up to 70.1 million common shares over the 12-month period commencing July 2, 2024. The number of shares authorized for repurchase represented 10% of the Company's public float, as defined by the TSX, as at June 18, 2024. On June 18, 2024 Baytex had 808.0 million common shares outstanding.

During the year ended December 31, 2024, Baytex recorded $222.2 million related to common share repurchases, which includes $217.9 million of consideration paid for the repurchase and cancellation of common shares as well as $4.3 million of federal tax levied on equity repurchases.

Purchases are made on the open market at prices prevailing at the time of the transaction. During the year ended December 31, 2024, Baytex repurchased and cancelled 48.4 million common shares at an average price of $4.50 per share for total consideration of $217.9 million. During 2023, Baytex repurchased and cancelled 40.5 million common shares at an average price of $5.48 per share for total consideration of $221.9 million. The total consideration paid includes the commissions and fees paid as part of the transaction and is recorded as a reduction to shareholders' equity. The shares repurchased and cancelled are accounted for as a reduction in shareholders' capital at historical cost, with any discount paid recorded to contributed surplus and any premium paid recorded to retained earnings.

Effective January 1, 2024, the Government of Canada introduced a 2% federal tax on equity repurchases. During the year ended December 31, 2024, Baytex recorded a $4.3 million liability, charged to shareholders’ capital, related to the federal tax on equity repurchases.

Dividends

The following dividends were declared by Baytex during the year ended December 31, 2024:
Record Date Payable Date Per Share Amount Dividend Amount
March 15, 2024 April 1, 2024 $ 0.0225  $ 18,494 
June 14, 2024 July 2, 2024 0.0225  18,161 
September 16, 2024 October 1, 2024 0.0225  17,732 
December 16, 2024 January 2, 2025 0.0225  17,598 
Total dividends declared $ 71,985 

On March 4, 2025, the Company's Board of Directors declared a quarterly cash dividend of $0.0225 per share to be paid on April 1, 2025 for shareholders of record on March 14, 2025.

12.    SHARE-BASED COMPENSATION PLAN
For the year ended December 31, 2024, the Company recorded total share-based compensation expense of $17.9 million ($37.7 million for the year ended December 31, 2023) which is related to cash-settled awards.

The Company's closing share price on December 31, 2024 was $3.70 (December 31, 2023 - $4.38).

The maximum number of common shares issuable under the Share Award Incentive Plan (and any other long-term incentive plans of the Company) shall not exceed 3.8% of the then-issued and outstanding common shares.

Liabilities associated with cash-settled awards are determined based on the fair value of the award at grant date and are subsequently revalued at each period end until the date of settlement. This valuation incorporates the period-end share price, the number of awards outstanding at each period end, and certain management estimates, such as estimated forfeitures and performance multiplier, if applicable. Share-based compensation expense related to cash-settled awards is recognized in the consolidated statements of income (loss) and comprehensive income (loss) over the relevant service period with a corresponding increase or decrease in share-based compensation liability. Classification of the associated short-term and long-term liabilities is dependent on the expected payout dates of the individual awards.

Share Award Incentive Plan

The Company has a full-value award plan (the "Share Award Incentive Plan") pursuant to which restricted awards and performance awards (collectively, "Share Awards") may be granted to directors, officers and employees of the Company and its subsidiaries. Pursuant to the Share Award Incentive Plan, Baytex has the option to settle amounts payable related to Share Awards in cash on the settlement date.
17



A restricted award entitles the holder of each award to receive one common share of Baytex or the equivalent cash value at the time of vesting. A performance award entitles the holder of each award to receive between zero and two common shares or the cash equivalent value on vesting; the number of common shares issued is determined by a performance multiplier. The multiplier can range between zero and two and is calculated based on a number of factors determined and approved by the Board of Directors on an annual basis. The multiplier is dependent on the performance of the Company relative to predefined corporate performance measures for a particular period. The number of Share Awards is adjusted to account for the payment of dividends from the grant date to the applicable issue date. The Share Awards vest in equal tranches on the first, second and third anniversaries of the grant date and are expensed over the vesting period using the graded vesting method. The cumulative expense is recognized at fair value at each period end and is included in share-based compensation liability.

In 2023, Baytex became the successor to Ranger's Share Award Plan (note 4). Awards outstanding as at the closing date of the acquisition were converted to restricted awards that will be settled in shares of Baytex or with cash, with the quantity outstanding adjusted based on the exchange ratio for the business combination with Ranger.

The weighted average fair value of Share Awards granted during the year ended December 31, 2024 was $4.24 per restricted and performance award ($5.40 for the year ended December 31, 2023).

Incentive Award Plan

Baytex has an Incentive Award Plan whereby the participants of the plan are entitled to receive a cash payment equal to the value of one Baytex common share per incentive award at the time of vesting. The incentive awards vest in equal tranches on the first, second and third anniversaries of the grant date and are expensed over the vesting period using the graded vesting method. The cumulative expense is recognized at fair value at each period end and is included in share-based compensation liability.

The weighted average fair value of share awards granted during the year ended December 31, 2024 was $4.34 per incentive award ($5.35 for the year ended December 31, 2023).

Deferred Share Unit Plan ("DSU Plan")

Baytex has a DSU Plan whereby each independent director of Baytex is entitled to receive a cash payment equal to the value of one Baytex common share per DSU award on the date at which they cease to be a member of the Board. The awards vest immediately upon being granted and are expensed in full on the grant date. The units are recognized at fair value at each period end and are included in share-based compensation liability.

The weighted average fair value of share awards granted during the year ended December 31, 2024 was $4.46 per DSU award ($5.15 for the year ended December 31, 2023).

The number of awards outstanding is detailed below:
(000s) Restricted awards Performance awards Incentive awards Director Share Units Total
Balance, December 31, 2022 762  4,796  5,109  967  11,634 
Granted 41  2,641  2,607  278  5,567 
Assumed on corporate acquisition (1)
10,789  —  —  —  10,789 
Vested (9,302) (3,767) (2,715) —  (15,784)
Forfeited (11) (315) (518) —  (844)
Balance, December 31, 2023 2,279  3,355  4,483  1,245  11,362 
Granted 13  2,416  3,671  335  6,435 
Added by performance factor —  524  —  —  524 
Vested (1,457) (2,449) (2,577) (162) (6,645)
Forfeited (9) (364) (302) —  (675)
Balance, December 31, 2024 826  3,482  5,275  1,418  11,001 
(1)Following the closing of the transaction, holders of awards outstanding under Ranger's Share Award Plan were entitled to Baytex common shares rather than Ranger common shares with adjustment to the quantity outstanding based on the exchange ratio for Ranger shares. The fair value of share awards allocated to consideration was based on the service period that had occurred prior to the acquisition date (note 4) while the remaining fair value of the share awards assumed by Baytex is recognized over the remaining future service periods.

18


13.    NET INCOME (LOSS) PER SHARE
Baytex calculates basic income or loss per share based on the net income or loss attributable to shareholders using the weighted average number of shares outstanding during the period. Diluted income per share amounts reflect the potential dilution that could occur if share awards were converted to common shares. The treasury stock method is used to determine the dilutive effect of share awards whereby the potential conversion of share awards and the amount of compensation expense, if any, attributed to future services are assumed to be used to purchase common shares at the average market price during the year.
Years Ended December 31
2024 2023
Net income Weighted average common shares (000's) Net income per share Net loss Weighted average common shares (000's) Net loss per share
Net income (loss) - basic $ 236,597  803,435  $ 0.29  $ (233,356) 704,896  $ (0.33)
Dilutive effect of share awards —  4,276  —  —  —  — 
Net income (loss) - diluted $ 236,597  807,711  $ 0.29  $ (233,356) 704,896  $ (0.33)

For the year ended December 31, 2024, no share awards were excluded from the calculation of diluted income per share as their effect was dilutive. For the year ended December 31, 2023, all share awards were excluded from the calculation of diluted loss per share as their effect was anti-dilutive given the Company recorded a loss.

14.    PETROLEUM AND NATURAL GAS SALES
Petroleum and natural gas sales from contracts with customers for the Company's Canadian and U.S. operating segments is set forth in the following table.
Years Ended December 31
2024 2023
Canada U.S. Total Canada U.S. Total
Light oil and condensate $ 421,383  $ 2,063,677  $ 2,485,060  $ 574,910  $ 1,454,213  $ 2,029,123 
Heavy oil 1,403,022  —  1,403,022  1,081,549  —  1,081,549 
NGL 26,017  176,289  202,306  23,174  122,823  145,997 
Natural gas 23,624  94,943  118,567  49,388  76,564  125,952 
Total petroleum and natural gas sales $ 1,874,046  $ 2,334,909  $ 4,208,955  $ 1,729,021  $ 1,653,600  $ 3,382,621 

Included in trade receivables at December 31, 2024 is $325.7 million of accrued receivables related to delivered volumes (December 31, 2023 - $271.1 million).

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15.    INCOME TAXES
The provision for income taxes has been computed as follows:
Years Ended December 31
2024  2023 
Net income (loss) before income taxes $ 373,290  $ (516,582)
Expected income taxes at the statutory rate of 24.38% (2023 – 24.64%) (1)
91,008  (127,286)
Increase (decrease) in income taxes resulting from:
Effect of foreign exchange 19,354  (2,089)
Effect of change in statutory rates (2)
8,287  — 
Effect of rate adjustments for foreign jurisdictions (8,187) 5,062 
Effect of change in deferred tax benefit not recognized (3)
(6,349) 6,347 
Effect of internal debt restructuring (4)
—  (186,460)
Repatriation and related taxes 24,914  13,565 
Adjustments, assessments and other 7,666  7,635 
Income tax expense (recovery) $ 136,693  $ (283,226)
(1)The expected income tax rate decreased due to changes in the provincial apportionment of Canadian income.
(2)On December 11, 2024, Luxembourg enacted a reduction of the statutory corporate income tax rate to 23.87% from 24.94%, applicable to tax years beginning on January 1, 2025. This change resulted in a deferred tax expense in 2024 on the deferred tax assets of Baytex's Luxembourg subsidiary.
(3)A deferred tax asset of $31.8 million remains unrecognized due to uncertainty surrounding future capital gains (December 31, 2023 - $40.4 million). The unrecognized deferred income tax asset relates to realized and unrealized foreign exchange losses arising from the repayment of previously issued U.S. dollar denominated long-term notes and from the translation of U.S. dollar denominated long-term notes currently outstanding.
(4)A deferred income tax asset has been recognized immediately after the closing of the Ranger acquisition due to effects of the transaction structuring.

In June 2016, certain indirect subsidiary entities received reassessments from the Canada Revenue Agency ("CRA") that deny non-capital loss deductions relevant to the calculation of income taxes for the years 2011 through 2015. Following objections and submissions, in November 2023 the CRA issued notices of confirmation regarding their prior reassessments. In February 2024, Baytex filed notices of appeal with the Tax Court of Canada and we estimate it could take between two and three years to receive a judgment. The reassessments do not require us to pay any amounts in order to participate in the appeals process. Should we be unsuccessful at the Tax Court of Canada, additional appeals are available; a process that we estimate could take another two years and potentially longer.

We remain confident that the tax filings of the affected entities are correct and will defend our tax filing positions. During Q4/2023, we purchased $272.5 million of insurance coverage for a premium of $50.3 million which will help manage the litigation risk associated with this matter. The most recent reassessments issued by the CRA assert taxes owing by the trusts (described below) of $244.8 million, late payment interest of $211.6 million as at the date of reassessments and a late filing penalty in respect of the 2011 tax year of $4.1 million.

By way of background, we acquired several privately held commercial trusts in 2010 with accumulated non-capital losses of $591.0 million (the "Losses"). The Losses were subsequently deducted in computing the taxable income of those trusts. The reassessments, as confirmed in November 2023, disallow the deduction of the Losses for two reasons. First, the reassessments allege that the trusts were resettled and the resulting successor trusts were not able to access the losses of the predecessor trusts. Second, the reassessments allege that the general anti-avoidance rule of the Income Tax Act (Canada) operates to deny the deduction of the losses. If, after exhausting available appeals, the deduction of Losses continues to be disallowed, either the trusts or their corporate beneficiary will owe cash taxes, late payment interest and potential penalties. The amount of cash taxes owing, late payment interest and potential penalties are dependent upon the taxpayer(s) ultimately liable (the trusts or their corporate beneficiary) and the amount of unused tax shelter available to the taxpayer(s) to offset the reassessed income, including tax shelter from subsequent years that may be carried back and applied to prior years.

For the year-ended December 31, 2024, Baytex has determined that it meets the requirements of safe-harbor provisions in all the jurisdictions in which we operate and therefore does not anticipate owing any top-up taxes under Pillar Two legislation.

20


A continuity of the net deferred income tax asset or liability is detailed in the following tables:
As at January 1, 2024 Recognized in Net Income Foreign Currency Translation Adjustment December 31, 2024
Taxable temporary differences:
Petroleum and natural gas properties $ (706,101) $ (100,286) $ (41,934) $ (848,321)
Financial derivatives (2,738) (3,096) —  (5,834)
Other (13,046) (1,434) (119) (14,599)
Deductible temporary differences:
Asset retirement obligations 150,856  1,138  1,811  153,805 
Non-capital losses (1)(2)
647,561  (44,671) 45,452  648,342 
Finance costs 115,280  33,422  7,556  156,258 
Net deferred income tax asset (liability) (3)
$ 191,812  $ (114,927) $ 12,766  $ 89,651 
(1)Non-capital loss carry-forwards at December 31, 2024 totaled $3.3 billion, of which $1.8 billion will expire from 2032 to 2043, and $1.5 billion does not have an expiry date.
(2)A deferred income tax asset of $178.2 million has been recognized in respect of non-capital losses of a wholly owned financing subsidiary of Baytex; which losses will be offset against future interest income to be earned as a result of an internal debt restructuring.
(3)The net deferred income tax asset as at December 31, 2024 is comprised of a deferred income tax asset of $178.2 million and a deferred income tax liability of $88.6 million.

As at January 1, 2023 Recognized in Net Loss Business Combination Foreign Currency Translation Adjustment December 31, 2023
Taxable temporary differences:
Petroleum and natural gas properties $ (807,514) $ 200,623  $ (111,131) $ 11,921  $ (706,101)
Financial derivatives (2,506) 4,506  (4,738) —  (2,738)
Other (20,951) 8,225  —  (320) (13,046)
Deductible temporary differences:
Asset retirement obligations 145,275  (873) 6,575  (121) 150,856 
Non-capital losses (1)(2)
416,131  79,343  156,385  (4,298) 647,561 
Finance costs 60,951  5,805  53,761  (5,237) 115,280 
Net deferred income tax (liability) asset (3)
$ (208,614) $ 297,629  $ 100,852  $ 1,945  $ 191,812 
(1)Non-capital loss carry-forwards at December 31, 2023 totaled $3.2 billion, of which $2.6 billion will expire from 2033 to 2040, and $575.7 million does not have an expiry date.
(2)    A deferred income tax asset of $213.1 million has been recognized in respect of non-capital losses of a wholly owned financing subsidiary of Baytex; which losses will be offset against future interest income to be earned as a result of an internal debt restructuring.
(3)     The net deferred income tax asset as at December 31, 2023 is comprised of a deferred income tax asset of $213.1 million and a deferred income tax liability of $21.3 million.

16.    FINANCING AND INTEREST
Years Ended December 31
2024  2023 
Interest on Credit Facilities $ 55,498  $ 56,713 
Interest on long-term notes 148,968  102,426 
Interest on lease obligations 1,638  684 
Cash interest $ 206,104  $ 159,823 
Amortization of debt issue costs 16,694  11,944 
Accretion of asset retirement obligations (note 10) 21,226  20,406 
Early redemption expense 24,350  — 
Financing and interest $ 268,374  $ 192,173 

21


17.    FOREIGN EXCHANGE
Years Ended December 31
2024  2023 
Unrealized foreign exchange loss (gain) $ 153,930  $ (14,300)
Realized foreign exchange loss 1,965  3,452 
Foreign exchange loss (gain) $ 155,895  $ (10,848)

18.    FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Company's financial assets and liabilities are comprised of cash, trade receivables, trade payables, dividends payable, financial derivatives, Credit Facilities and long-term notes. The fair value of cash, trade receivables, trade payables and dividends payable approximates carrying value due to the short term to maturity. The fair value of the Credit Facilities is equal to the principal amount outstanding as the Credit Facilities bear interest at floating rates and credit spreads that are indicative of market rates. The fair value of the long-term notes is determined based on market prices.

The carrying value and fair value of the Company's financial instruments carried on the consolidated statements of financial position are classified into the following categories:
December 31, 2024 December 31, 2023
Carrying value Fair value Carrying value Fair value Fair Value Measurement Hierarchy
Financial Assets
FVTPL
Financial Derivatives $ 25,573  $ 25,573  $ 23,274  $ 23,274  Level 2
Total $ 25,573  $ 25,573  $ 23,274  $ 23,274 
Amortized cost
Cash $ 16,610  $ 16,610  $ 55,815  $ 55,815  — 
Trade receivables 387,266  387,266  339,405  339,405 
Total $ 403,876  $ 403,876  $ 395,220  $ 395,220 
Financial Liabilities
FVTPL
Financial Derivatives $ (1,645) $ (1,645) $ —  $ —  Level 2
Total $ (1,645) $ (1,645) $ —  $ — 
Amortized cost
Trade payables $ (512,473) $ (512,473) $ (477,295) $ (477,295) — 
Dividends payable (17,598) (17,598) (18,381) (18,381) — 
Credit Facilities (1)
(324,346) (341,207) (848,749) (864,736) — 
Long-term notes (1,932,890) (1,990,598) (1,562,361) (1,653,118) Level 1
Total $ (2,787,307) $ (2,861,876) $ (2,906,786) $ (3,013,530)
(1)     The difference in the carrying value and fair value of the Credit Facilities is due to unamortized debt issuance costs. Refer to Note 8.

Baytex classifies the fair value of financial instruments according to the following hierarchy based on the number of observable inputs used to value the instruments:
•Level 1: Values based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.
•Level 2: Values based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability.
•Level 3: Values based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

There were no transfers between Level 1 and Level 2 during the years ended December 31, 2024 or 2023.

22


Foreign Currency Risk

In entities with a Canadian dollar functional currency, Baytex is exposed to fluctuations in foreign exchange rates as a result of the U.S. dollar portion of its Credit Facilities, long-term notes and crude oil sales based on U.S. dollar benchmark prices. The Company's net income or loss, comprehensive income or loss and cash flow will therefore be impacted by fluctuations in foreign exchange rates.

A $0.01 increase or decrease in the CAD/USD foreign exchange rate on the revaluation of outstanding U.S. dollar denominated assets and liabilities would impact net income or loss before income taxes by approximately $13.8 million.

The carrying amounts of the Company’s U.S. dollar denominated monetary assets and liabilities recorded in entities with a Canadian dollar functional currency at the reporting date are as follows:
Assets Liabilities
December 31, 2024 December 31, 2023 December 31, 2024 December 31, 2023
U.S. dollar denominated US$21,450  US$17,923  US$1,399,881  US$1,249,725 

Interest Rate Risk

The Company's interest rate risk arises from borrowing at floating rates under the Credit Facilities (note 8). Based on the principal outstanding on the Credit Facilities as at December 31, 2024, a 1% change in interest rates would impact net income or loss before income taxes by approximately $3.4 million for an annual period.

Commodity Price Risk

Baytex utilizes financial derivative contracts or physical delivery contracts to manage the risk associated with changes in commodity prices. The use of derivatives is governed by a Risk Management Policy approved by the Board of Directors of Baytex which sets out limits on the use of derivatives. Baytex does not use financial derivatives for speculative purposes.

The reported value of commodity financial derivatives is sensitive to changes in forecasted commodity prices. For crude oil contracts outstanding as at December 31, 2024, a US$1.00/bbl change in the underlying benchmark crude oil prices would impact net income before income taxes by approximately $29.7 million. For natural gas and natural gas liquids contracts outstanding as at December 31, 2024, a US$0.25 change in the underlying benchmark natural gas or natural gas liquids prices would impact net income or loss before income taxes by approximately $9.6 million.


23


Financial Derivative Contracts

Baytex had the following commodity financial derivative contracts outstanding as at March 4, 2025.

Remaining Period Volume
Price/Unit (1)
Index
Oil
Basis differential Jan 2025 to Dec 2025
2,000 bbl/d
WTI less US$2.75/bbl
MSW
Basis differential Jan 2025 to Jun 2025
3,000 bbl/d
WTI less US$13.50/bbl
WCS
Basis differential Jul 2025 to Dec 2025
2,500 bbl/d
WTI less US$13.50/bbl
WCS
Basis differential Jan 2025 to Dec 2025
14,000 bbl/d
WTI less US$13.10/bbl
WCS
Basis differential (3)
Apr 2025 to Dec 2025
5,000 bbl/d
WTI less US$13.50/bbl
WCS
Collar Jan 2025 to Mar 2025
5,000 bbl/d
US$60.00/US$88.70
WTI
Collar Jan 2025 to Mar 2025
2,500 bbl/d
US$60.00/US$90.20
WTI
Collar Jan 2025 to Mar 2025
2,500 bbl/d
US$60.00/US$90.05
WTI
Collar Jan 2025 to Mar 2025
7,500 bbl/d
US$60.00/US$90.00
WTI
Collar Jan 2025 to Jun 2025
2,500 bbl/d
US$60.00/US$94.25
WTI
Collar Jan 2025 to Jun 2025
2,500 bbl/d
US$60.00/US$93.90
WTI
Collar Jan 2025 to Jun 2025
5,000 bbl/d
US$60.00/US$91.95
WTI
Collar Jan 2025 to Jun 2025
2,500 bbl/d
US$60.00/US$90.00
WTI
Collar Jan 2025 to Jun 2025
3,000 bbl/d
US$60.00/US$89.55
WTI
Collar Apr 2025 to Jun 2025
2,000 bbl/d
US$60.00/US$88.17
WTI
Collar Apr 2025 to Jun 2025
5,000 bbl/d
US$60.00/US$90.50
WTI
Collar Apr 2025 to Jun 2025
3,000 bbl/d
US$60.00/US$90.60
WTI
Collar Jan 2025 to Dec 2025
4,500 bbl/d
US$60.00/US$80.00
WTI
Collar (2)
Jul 2025 to Dec 2025
27,500 bbl/d
US$60.00/US$80.00
WTI
Collar (2)
Oct 2025 to Dec 2025
3,500 bbl/d
US$60.00/US$80.00
WTI
Collar (2)
Apr 2025 to Sep 2025
8,000 bbl/d
US$60.00/US$80.00
WTI
Natural gas
Collar Jan 2025 to Dec 2025
7,000 mmbtu/d
US$3.00/US$4.01
NYMEX
Collar Jan 2025 to Dec 2025
5,000 mmbtu/d
US$3.25/US$4.03
NYMEX
Collar Jan 2025 to Dec 2025
5,000 mmbtu/d
US$3.25/US$4.08
NYMEX
Collar Jan 2025 to Dec 2025
3,000 mmbtu/d
US$3.25/US$4.135
NYMEX
Collar Jan 2025 to Dec 2025
5,500 mmbtu/d
US$3.25/US$4.14
NYMEX
Collar Jan 2025 to Dec 2025
7,000 mmbtu/d
US$3.00/US$4.32
NYMEX
Collar Jan 2025 to Dec 2025
3,000 mmbtu/d
US$3.00/US$4.85
NYMEX
Collar Jan 2025 to Dec 2025
8,000 mmbtu/d
US$3.00/US$4.855
NYMEX
Collar Jan 2025 to Jun 2025
3,000 mmbtu/d
US$3.00/US$4.05
NYMEX
Collar Jul 2025 to Dec 2025
9,000 mmbtu/d
US$3.00/US$4.05
NYMEX
Collar Jan 2026 to Dec 2026
10,000 mmbtu/d
US$3.25/US$4.25
NYMEX
Collar Jan 2026 to Dec 2026
11,000 mmbtu/d
US$3.25/US$5.02
NYMEX
AECO basis differential Jan 2025 to Mar 2025
5,000 mmbtu/d
NYMEX less US$1.27/mmbtu
NYMEX
AECO basis differential Apr 2025 to Jun 2025
5,000 mmbtu/d
NYMEX less US$1.19/mmbtu
NYMEX
(1)Based on the weighted average price per unit for the period.
(2)Contracts include deferred premiums to be paid throughout the contract term. The weighted average deferred premium is $0.87/bbl.
(3)Contract entered subsequent to December 31, 2024.

24


The following table sets forth the realized and unrealized gains and losses recorded on financial derivatives.
Years Ended December 31
2024  2023 
Realized financial derivatives gain $ (1,447) $ (36,212)
Unrealized financial derivatives (gain) loss (654) 11,517 
Financial derivatives gain $ (2,101) $ (24,695)

Liquidity Risk

Liquidity risk is the risk that Baytex will encounter difficulty in meeting obligations associated with financial liabilities. Baytex manages its liquidity risk through cash and debt management. Such strategies include management of forecasted and actual cash flows from operating, financing and investing activities, available capacity under the existing Credit Facilities, and opportunities to issue additional debt or equity securities.

The timing of cash outflows relating to financial liabilities as at December 31, 2024 is outlined in the table below:
Total 2025 2026-2027 2028-2029 2030 and beyond
Trade payables $ 512,473  $ 512,473  $ —  $ —  $ — 
Financial derivatives 1,645  —  1,645  —  — 
Credit Facilities - principal 341,207  —  —  341,207  — 
Long-term notes - principal (1)
1,980,619  —  —  —  1,980,619 
Interest on long-term notes (2)
962,531  159,035  318,069  318,069  167,358 
$ 3,798,475  $ 671,508  $ 319,714  $ 659,276  $ 2,147,977 
(1)The US$800.0 million principal amount of 8.50% senior unsecured notes is due April 30, 2030 and the US$575.0 million principal amount of 7.375% senior unsecured notes is due March 15, 2032.
(2)Excludes interest on Credit Facilities as interest payments on Credit Facilities fluctuate based on amounts outstanding and the prevailing interest rate at the time of borrowing.

Credit Risk

Credit risk is the risk that a counterparty to a financial asset will default resulting in Baytex incurring a loss. As at December 31, 2024, the Company is exposed to credit risk with respect to its cash, trade receivables and financial derivatives. Baytex manages these risks through the selection and monitoring of credit-worthy counterparties.

Most of the Company's trade receivables relate to petroleum and natural gas sales. Baytex reviews its exposure to individual entities on a regular basis and manages its credit risk by entering into sales contracts after reviewing the creditworthiness of the entity. Letters of credit or parental guarantees may be obtained prior to the commencement of business with certain counterparties. Credit risk may also arise from financial derivative instruments. Baytex's financial derivative contracts are subject to master netting agreements that create a legally enforceable right to offset by the counterparty the related financial assets and financial liabilities. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The Company considers all financial assets that are not impaired or past due to be of good credit quality.

The majority of the Company's credit exposure on trade receivables at December 31, 2024 relates to accrued revenues. Accounts receivable from purchasers of the Company's petroleum and natural gas sales are typically collected on the 25th day of the month following production. Joint interest receivables are typically collected within one to three months following production.

Should the Company determine that the ultimate collection of a receivable is in doubt, the carrying amount of trade receivables is reduced by adjusting the allowance for doubtful accounts and recording a charge to net income or loss. If the Company subsequently determines the accounts receivable is uncollectible, the receivable and allowance for doubtful accounts are adjusted accordingly. As at December 31, 2024, allowance for doubtful accounts was $1.0 million (December 31, 2023 - $1.5 million).

In determining whether amounts past due are collectible, the Company will assess the nature of the past due amounts as well as the credit worthiness and past payment history of the counterparty. Baytex has estimated the lifetime expected credit loss as at and for the year ended December 31, 2024 to be nominal.

25


The Company's trade receivables, net of the allowance for doubtful accounts, were aged as follows:
December 31, 2024 December 31, 2023
Current (less than 30 days) $ 383,968  $ 321,450 
31-60 days 1,224  14,836 
61-90 days 492  461 
Past due (more than 90 days) 1,582  2,658 
$ 387,266  $ 339,405 

19.    SUPPLEMENTAL INFORMATION
Changes in Non-Cash Working Capital Items
Years Ended December 31
2024  2023 
Trade receivables $ (47,861) $ (117,297)
Prepaids and other assets 8,531  (76,882)
Trade payables 35,178  236,560 
Share-based compensation liability (11,000) (18,340)
Dividends payable (783) 18,381 
Non-cash working capital disposed or acquired (note 4) (6,390) (230,012)
$ (22,325) $ (187,590)
Changes in non-cash working capital related to:
Operating activities $ (17,922) $ (220,895)
Financing activities 6,200  (3,068)
Investing activities (11,375) 46,810 
Transfers to equity (1,167) — 
Foreign currency translation on non-cash working capital 1,939  (10,437)
$ (22,325) $ (187,590)

Income Statement Presentation

Baytex's consolidated statements of income (loss) and comprehensive income (loss) are prepared according to the nature of expense, with the exception of employee compensation costs which are included in both operating expense and general and administrative expense line items.

The following table details the amount of total employee compensation costs included in the operating expense and general and administrative expense.
Years Ended December 31
2024  2023 
Operating $ 24,287  $ 17,975 
General and administrative 64,065  49,633 
Total employee compensation costs $ 88,352  $ 67,608 

26


20.    COMMITMENTS
Baytex has a number of financial obligations that are incurred in the ordinary course of business. These obligations are of a recurring nature and impact the Company’s cash flow from operations in an ongoing manner. A significant portion of these obligations will be funded by adjusted funds flow (note 22). These obligations as of December 31, 2024 and the expected timing of funding of these obligations, are noted in the table below.
Total 2024 2025-2026 2027-2028 2029 and beyond
Processing agreements $ 5,917  $ 948  $ 1,239  $ 543  $ 3,187 
Transportation agreements 168,767  54,909  84,742  17,877  11,239 
Total $ 174,684  $ 55,857  $ 85,981  $ 18,420  $ 14,426 

Baytex also has ongoing obligations related to the abandonment and reclamation of well sites and facilities which have reached the end of their economic lives (note 10). The present value of the future estimated abandonment and reclamation costs are included in the asset retirement obligations presented in the statement of financial position. Programs to abandon and reclaim wellsites and facilities are undertaken regularly in accordance with applicable legislative requirements.

21.    RELATED PARTIES
Transactions with key management personnel and directors are noted in the table below.
Years Ended December 31
2024 2023
Short-term employee benefits $ 7,341  $ 7,753 
Share-based compensation 10,034  9,924 
Total compensation for key management personnel $ 17,375  $ 17,677 

22.    CAPITAL MANAGEMENT
The Company's capital management objective is to maintain a strong balance sheet that provides financial flexibility to execute its development programs, provide returns to shareholders and optimize its portfolio through strategic acquisitions. Baytex strives to actively manage its capital structure in response to changes in economic conditions. At December 31, 2024, the Company's capital structure was comprised of shareholders' capital, long-term notes, trade receivables, prepaids and other assets, trade payables, share-based compensation liability, dividends payable, other long-term liabilities, cash and the Credit Facilities.

In order to manage its capital structure and liquidity, Baytex may from time-to-time issue equity or debt securities, enter into business transactions including the sale of assets or adjust capital spending to manage current and projected debt levels. There is no certainty that any of these additional sources of capital would be available if required.

The capital-intensive nature of Baytex's operations requires the maintenance of adequate sources of liquidity to fund ongoing exploration and development. Baytex's capital resources consist primarily of adjusted funds flow, available Credit Facilities and proceeds received from the divestiture of oil and gas properties. The following capital management measures and ratios are used to monitor current and projected sources of liquidity.

Net Debt

The Company uses net debt to monitor its current financial position and to evaluate existing sources of liquidity. The Company defines net debt to be the sum of our Credit Facilities and long-term notes outstanding adjusted for unamortized debt issuance costs, trade payables, dividends payable, share-based compensation liability, other long-term liabilities, cash, trade receivables and prepaids and other assets. Baytex also uses net debt projections to estimate future liquidity and whether additional sources of capital are required to fund ongoing operations.

27


The following table reconciles net debt to amounts disclosed in the primary financial statements.
December 31, 2024 December 31, 2023
Credit Facilities $ 324,346  $ 848,749 
Unamortized debt issuance costs - Credit Facilities (note 8) 16,861  15,987 
Long-term notes 1,932,890  1,562,361 
Unamortized debt issuance costs - Long-term notes (note 9) 47,729  35,114 
Trade payables 512,473  477,295 
Dividends payable 17,598  18,381 
Share-based compensation liability 24,732  35,732 
Other long-term liabilities 20,887  19,147 
Cash (16,610) (55,815)
Trade receivables (387,266) (339,405)
Prepaids and other assets (76,468) (83,259)
Net Debt $ 2,417,172  $ 2,534,287 

Adjusted Funds Flow

Adjusted funds flow is used to monitor operating performance and the Company's ability to generate funds for exploration and development expenditures and settlement of abandonment obligations. Adjusted funds flow is comprised of cash flows from operating activities adjusted for changes in non-cash working capital, asset retirements obligations settled during the applicable period, transaction costs and cash premiums on derivatives.

Adjusted funds flow is reconciled to amounts disclosed in the primary financial statements in the following table.
Years Ended December 31
2024 2023
Cash flows from operating activities $ 1,908,264  $ 1,295,731 
Change in non-cash working capital 17,922  220,895 
Asset retirement obligations settled 28,793  26,416 
Transaction costs 1,539  49,045 
Cash premiums on derivatives —  2,263 
Adjusted Funds Flow $ 1,956,518  $ 1,594,350 
28
EX-99.3 4 a993-2024mda.htm EX-99.3 Document
Baytex Energy Corp.
2024 MD&A                                                     1

BAYTEX ENERGY CORP.     Exhibit 99.3
Management’s Discussion and Analysis
For the years ended December 31, 2024 and 2023
Dated March 4, 2025

The following is management’s discussion and analysis (“MD&A”) of the operating and financial results of Baytex Energy Corp. for the years ended December 31, 2024 and 2023. This information is provided as of March 4, 2025. In this MD&A, references to “Baytex”, the “Company”, “we”, “us” and “our” and similar terms refer to Baytex Energy Corp. and its subsidiaries on a consolidated basis, except where the context requires otherwise. The results for the three months and year ended December 31, 2024 ("Q4/2024" and "2024") have been compared with the results for the three months and year ended December 31, 2023 ("Q4/2023" and "2023"). This MD&A should be read in conjunction with the Company’s audited consolidated financial statements (“consolidated financial statements”) for the years ended December 31, 2024 and 2023, together with the accompanying notes and the Annual Information Form ("AIF") for the year ended December 31, 2024. These documents and additional information about Baytex are accessible on the SEDAR+ website at www.sedarplus.ca and through the U.S. Securities and Exchange Commission at www.sec.gov. All amounts are in Canadian dollars, unless otherwise stated, and all tabular amounts are in thousands of Canadian dollars, except for percentages and per common share amounts or as otherwise noted.

In this MD&A, barrel of oil equivalent (“boe”) amounts have been calculated using a conversion rate of six thousand cubic feet of natural gas to one barrel of oil, which represents an energy equivalency conversion method applicable at the burner tip and does not represent a value equivalency at the wellhead. While it is useful for comparative measures, it may not accurately reflect individual product values and may be misleading if used in isolation.

This MD&A contains forward-looking information and statements along with certain measures which do not have any standardized meaning in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The terms "operating netback", "free cash flow", "average royalty rate", "heavy oil, net of blending and other expense" and "total sales, net of blending and other expense" are specified financial measures that do not have any standardized meaning as prescribed by IFRS and therefore may not be comparable to similar measures presented by other companies where similar terminology is used. This MD&A also contains the terms "adjusted funds flow" and "net debt" which are capital management measures. Refer to our advisory on forward-looking information and statements and a summary of our specified financial measures at the end of the MD&A.

BAYTEX ENERGY CORP.

Baytex Energy Corp. is a North American focused energy company based in Calgary, Alberta. The Company operates in Canada and the United States ("U.S."). The Canadian operating segment includes our light oil assets in the Viking and Duvernay, our heavy oil assets in Peace River and Lloydminster and our conventional oil and natural gas assets in Western Canada. The U.S. operating segment includes our Eagle Ford operated and non-operated assets in Texas.

On June 20, 2023, Baytex and Ranger Oil Corporation ("Ranger") completed the merger of the two companies (the "Merger") whereby Baytex acquired all of the issued and outstanding common shares of Ranger. The Merger increased our Eagle Ford scale and provides an operating platform to effectively allocate capital across the Western Canadian Sedimentary Basin and the Eagle Ford. Production from the Ranger assets is approximately 80% weighted towards high netback light oil and liquids and is primarily operated which increases our ability to effectively allocate capital.

We issued 311.4 million common shares, paid $732.8 million in cash and assumed $1.1 billion of Ranger's net debt(1). The cash portion of the transaction was funded with an expanded US$1.1 billion credit facility, a US$150 million two-year term loan facility and the net proceeds from the issuance of US$800 million senior unsecured notes due 2030.

2024 ANNUAL HIGHLIGHTS

Baytex delivered strong operating and financial results in 2024. Annual production of 153,048 boe/d was consistent with our revised annual guidance of approximately 153,000 boe/d and reflects strong results from our drilling programs in Western Canada and the Eagle Ford in Texas. We invested $1.26 billion in exploration and development expenditures and generated free cash flow(2) of $655.6 million in 2024.

Exploration and development expenditures totaled $1.26 billion for 2024. In the U.S. we invested $767.1 million during 2024 and production averaged 89,100 boe/d which is higher than 60,997 boe/d in 2023 with the Merger occurring halfway through the year. In Canada, we invested $489.5 million in 2024 and generated production of 63,948 boe/d during 2024 compared to 61,157 boe/d in 2023 which reflects growth driven by strong well performance from our heavy oil development which more than offset the effect of a non-core Viking light oil disposition in Q4/2023.

(1)Capital management measure. Refer to the Specified Financial Measures section in this MD&A for further information.
(2)Specified financial measure that does not have any standardized meaning prescribed by IFRS and may not be comparable with the calculation of similar measures presented by other entities. Refer to the Specified Financial Measures section in this MD&A for further information.


Baytex Energy Corp.
2024 MD&A                                                     2

Oil prices were relatively stable in 2024 as a result of global supply growth, weaker demand and global economic concerns. The average WTI benchmark price for 2024 was US$75.72/bbl which was US$1.90/bbl lower than 2023 when WTI averaged US$77.62/bbl. Our financial results for 2024 reflect higher production partially offset by lower realized pricing which resulted in adjusted funds flow(1) of $2.0 billion and cash flows from operating activities of $1.9 billion for 2024 compared to 2023 when we generated adjusted funds flow of $1.6 billion and cash flows from operating activities of $1.3 billion.

Net debt(1) of $2.4 billion at December 31, 2024 was 5% lower than $2.5 billion at December 31, 2023 which reflects our allocation of free cash flow to debt repayment in 2024. Free cash flow of $655.6 million generated in 2024 was allocated to debt repayment along with $289.9 million of shareholder returns including share buybacks and quarterly dividends. The change in net debt also reflects $49.7 million of debt issuance costs incurred during 2024 along with a $176.9 million foreign exchange loss on our U.S. dollar denominated net debt due to a weaker Canadian dollar at December 31, 2024. At December 31, 2024, our net debt on a U.S. dollar denominated based was reduced by US$241 million or 13% relative to December 31, 2023.

(1)Capital management measure. Refer to the Specified Financial Measures section in this MD&A for further information.

GUIDANCE

Our 2025 annual guidance includes exploration and development expenditures of $1.2 - $1.3 billion and is designed to generate annual production of 148,000 - 152,000 boe/d.

The following table compares our 2024 revised annual guidance and 2025 annual guidance to our 2024 results. Production, exploration and development expenditures, and expenses for 2024 were consistent with our revised annual guidance for 2024, which reflects our ongoing efforts to deliver strong operating results while we maintain a competitive cost structure.
2024 Revised
Annual Guidance (1)
2024 Results
2025 Annual Guidance (2)
Exploration and development expenditures ~ $1.25 billion $1.26 billion $1.2 - $1.3 billion
Production (boe/d) ~ 153,000 153,048
148,000 - 152,000 (6)
Expenses:
Average royalty rate (3)
~ 22.5% 22.3  % ~ 23%
Operating (4)
~ $12.00/boe $11.67/boe $11.75 - $12.50/boe
Transportation (4)
~ $2.45/boe $2.38/boe $2.40 - $2.55/boe
General and administrative (4)
$85 million ($1.52/boe) $81.7 million ($1.46/boe)
$90 million ($1.64/boe) (6)
Cash Interest (4)
$200 million ($3.58/boe) $206.1 million ($3.68/boe)
$180 million ($3.29/boe) (6)
Current Income Taxes (5)
$25 million ($0.45/boe) $21.7 million ($0.39/boe)
~ 1% of EBITDA (3)
Leasing expenditures $15 million $16 million $10 million
Asset retirement obligations settled $30 million $29 million $25 million
(1)As announced on October 31, 2024.
(2)As announced on December 3, 2024.
(3)Specified financial measure that does not have any standardized meaning prescribed by IFRS and may not be comparable with the calculation of similar measures presented by other entities. Refer to the Specified Financial Measures section in this MD&A for further information.
(4)Refer to Operating Expense, Transportation Expense, General and Administrative Expense and Financing and Interest Expense sections of this MD&A for description of the composition of these measures.
(5)Current income tax expense per boe is calculated as current income tax expense divided by barrels of oil equivalent production volume for the applicable period.
(6)As announced December 20, 2024 in conjunction with the Kerrobert Thermal asset sale. Per boe amounts for General and administrative and cash interest costs have been updated for the change in guidance for production.



Baytex Energy Corp.
2024 MD&A                                                     3

RESULTS OF OPERATIONS

The Canadian operating segment includes our light oil assets in the Viking and Duvernay, our heavy oil assets in Peace River and Lloydminster and our conventional oil and natural gas assets in Western Canada. The U.S. operating segment includes our Eagle Ford operated and non-operated assets in Texas.

Production
Years Ended December 31
2024 2023
Canada U.S. Total Canada U.S. Total
Daily Production
Liquids (bbl/d)
Light oil and condensate 11,983  54,911  66,894  15,698  37,691  53,389 
Heavy oil 42,313  —  42,313  35,460  —  35,460 
Natural Gas Liquids ("NGL") 2,749  17,380  20,129  2,090  12,214  14,304 
Total liquids (bbl/d) 57,045  72,291  129,336  53,248  49,905  103,153 
Natural gas (mcf/d) 41,412  100,850  142,262  47,454  66,556  114,010 
Total production (boe/d) 63,948  89,100  153,048  61,157  60,997  122,154 
Production Mix
Segment as a percent of total 42  % 58  % 100  % 50  % 50  % 100  %
Light oil and condensate 19  % 62  % 44  % 26  % 62  % 44  %
Heavy oil 66  % —  % 28  % 58  % —  % 29  %
NGL % 20  % 13  % % 20  % 12  %
Natural gas 11  % 18  % 15  % 13  % 18  % 15  %

Production averaged 153,048 boe/d in 2024 compared to 122,154 boe/d in 2023. Higher production in 2024 reflects the production contribution from the properties acquired from Ranger along with our successful development programs in both the U.S. and Canada.

In Canada, production increased to 63,948 boe/d in 2024 compared to 61,157 boe/d in 2023. The increase in production compared to 2023 is from strong well performance from our Clearwater asset at Peavine and from growth in our Pembina Duvernay which more than offset the disposition of 4,000 boe/d of light oil Viking assets in December 2023.

In the U.S., production was 89,100 boe/d in 2024 compared to 60,997 boe/d for 2023, which reflects a full year of production from the Merger with Ranger and the results of our successful development programs in the U.S.

Total production of 153,048 boe/d for 2024 was consistent with our revised annual guidance of approximately 153,000 boe/d. We expect production in 2025 to average 148,000 - 152,000 boe/d which reflects the December 2024 disposition of non-core heavy oil production from the Kerrobert Thermal asset which was producing approximately 2,000 boe/d when the sale was completed in December 2024.




Baytex Energy Corp.
2024 MD&A                                                     4

COMMODITY PRICES

The prices received for our crude oil and natural gas production directly impact our earnings, free cash flow and our financial position.

Crude Oil

Global benchmark prices for crude oil in 2024 were relatively consistent with 2023 as a result of global supply growth and stable demand which has resulted in a balanced crude oil market. The WTI benchmark price averaged US$75.72/bbl for 2024 compared to US$77.62/bbl for 2023.

We compare the price received for our U.S. crude oil production to the Magellan East Houston ("MEH") stream at Houston, Texas which is a representative benchmark for light oil pricing at the U.S. Gulf Coast. The MEH benchmark typically trades at a premium to WTI as a result of access to global markets. The MEH benchmark averaged US$77.99/bbl during 2024, representing a premium of US$2.27/bbl relative to WTI, compared to US$79.29/bbl or a premium of US$1.67/bbl for 2023. The MEH benchmark traded at a higher premium to WTI in 2024 as a result of additional demand at the U.S. Gulf Coast.

Prices for Canadian oil trade at a discount to WTI due to a lack of egress to diversified markets from Western Canada. Differentials for Canadian oil prices relative to WTI fluctuate based on production and inventory levels in Western Canada.

We compare the price received for our light oil production in Canada to the Edmonton par benchmark oil price. The Edmonton par price averaged $97.59/bbl for 2024 compared to $100.46/bbl for 2023. Edmonton par traded at a US$4.49/bbl discount to WTI in 2024 compared to a discount of US$3.18/bbl for 2023 which reflects the impact of increased U.S. production on Canadian light oil prices.

We compare the price received for our heavy oil production in Canada to the WCS heavy oil benchmark. The WCS benchmark price for 2024 averaged $83.56/bbl compared to $79.58/bbl for 2023. The WCS heavy oil differential to WTI was US$14.73/bbl in 2024 compared to US$18.65/bbl in 2023 which reflects the completion of the Trans Mountain pipeline expansion, which significantly increased the export capacity of Canadian heavy oil to the West Coast.

Natural Gas

North American production growth and mild winter weather during 2024 resulted in reduced demand for North American gas along with increased inventory levels which resulted in lower prices in 2024 relative to 2023.

Our U.S. natural gas production is priced in reference to the New York Mercantile Exchange ("NYMEX") natural gas index. The NYMEX natural gas benchmark averaged US$2.27/mmbtu for 2024 compared to US$2.74/mmbtu for 2023.

In Canada, we receive natural gas pricing based on the AECO benchmark which continues to trade at a discount to NYMEX as a result of limited market access for Canadian natural gas production. The AECO benchmark averaged $1.44/mcf during 2024 which is lower than $2.93/mcf during 2023.



Baytex Energy Corp.
2024 MD&A                                                     5

The following tables compare select benchmark prices and our average realized selling prices for the years ended December 31, 2024 and 2023.
Years Ended December 31
2024  2023  Change
Benchmark Averages
WTI oil (US$/bbl) (1)
75.72  77.62  (1.90)
MEH oil (US$/bbl) (2)
77.99  79.29  (1.30)
MEH oil differential to WTI (US$/bbl) 2.27  1.67  0.60 
Edmonton par oil ($/bbl) (3)
97.59  100.46  (2.87)
Edmonton par oil differential to WTI (US$/bbl) (4.49) (3.18) (1.31)
WCS heavy oil ($/bbl) (4)
83.56  79.58  3.98 
WCS heavy oil differential to WTI (US$/bbl) (14.73) (18.65) 3.92 
AECO natural gas price ($/mcf) (5)
1.44  2.93  (1.49)
NYMEX natural gas price (US$/mmbtu) (6)
2.27  2.74  (0.47)
CAD/USD average exchange rate 1.3700  1.3495  0.0205 
(1)WTI refers to the arithmetic average of NYMEX prompt month WTI for the applicable period.
(2)MEH refers to arithmetic average of the Argus WTI Houston differential weighted index price for the applicable period.
(3)Edmonton par refers to the average posting price for the benchmark MSW crude oil.
(4)WCS refers to the average posting price for the benchmark WCS heavy oil.
(5)AECO refers to the AECO arithmetic average month-ahead index price published by the Canadian Gas Price Reporter ("CGPR").
(6)NYMEX refers to the NYMEX last day average index price as published by the CGPR.

Years Ended December 31
2024 2023
Canada U.S. Total Canada  U.S. Total
Average Realized Sales Prices
Light oil and condensate ($/bbl) (1)
$ 96.08  $ 102.68  $ 101.50  $ 100.34  $ 105.71  $ 104.13 
Heavy oil, net of blending and other expense ($/bbl) (2)
73.55  —  73.55  66.19  —  66.19 
NGL ($/bbl) (1)
25.85  27.71  27.46  30.38  27.55  27.96 
Natural gas ($/mcf) (1)
1.56  2.57  2.28  2.83  3.15  3.02 
Total sales, net of blending and other expense ($/boe) (2)
$ 68.79  $ 71.60  $ 70.43  $ 67.39  $ 74.27  $ 70.82 
(1)Calculated as light oil and condensate, NGL or natural gas sales divided by barrels of oil equivalent production volume for the applicable period.
(2)Specified financial measure that does not have any standardized meaning prescribed by IFRS and may not be comparable with the calculation of similar measures presented by other entities. Refer to the Specified Financial Measures section in this MD&A for further information.

Average Realized Sales Prices

Our total sales, net of blending and other expense per boe was $70.43/boe for 2024 compared to $70.82/boe for 2023. In Canada, our realized sales price of $68.79/boe for 2024 was higher than $67.39/boe for 2023 and our realized sales price in the U.S. of $71.60/boe in 2024 decreased from $74.27/boe in 2023. The increase in our realized price in Canada was a primarily result of higher WCS benchmark pricing and higher heavy oil production compared to 2023. The decrease in the realized price in the U.S. for 2024 was primarily a result of lower North American benchmark prices relative to 2023.

We compare our light oil realized price in Canada to the Edmonton par benchmark price. Lower benchmark prices resulted in our realized light oil and condensate price in 2024 was $96.08/bbl compared to $100.34/bbl in 2023. Our realized price represents a discount of $1.51/bbl to the Edmonton par benchmark compared to $0.12/bbl in 2023.

We compare the price received for our U.S. light oil and condensate production to the MEH benchmark. Our realized light oil and condensate price averaged $102.68/bbl for 2024 compared to $105.71/bbl for 2023. Expressed in U.S. dollars, our realized light oil and condensate price of US$74.95/bbl for 2024 was lower than US$78.33/bbl in 2023 and represents a discount to MEH of US$3.04/bbl for 2024 which is wider than the US$0.96/bbl discount in 2023. The realized discount to MEH for 2024 is consistent with expectations and reflects the realized pricing and additional Eagle Ford production acquired from Ranger.



Baytex Energy Corp.
2024 MD&A                                                     6

Our realized heavy oil price, net of blending and other expense(1) for 2024 increased by $7.36/bbl from 2023, compared to a $3.98/bbl increase in the WCS benchmark price over the same period. Our realized price increased more than the benchmark price as the cost of condensate purchased for blending was lower relative to the price received for sales of the blended product in 2024 compared to 2023.

Our realized NGL price as a percentage of WTI will vary based on the product mix of our NGL volumes and changes in the market prices of the underlying products. Our realized NGL price(2) was $27.46/bbl in 2024 or 26% of WTI (expressed in Canadian dollars) which is consistent with $27.96/bbl or 27% of WTI (expressed in Canadian dollars) in 2023.

We compare our realized natural gas price in the U.S. to the NYMEX benchmark and to the AECO benchmark price in Canada. A portion of our natural gas sales in Canada and the U.S. are based on the respective daily index prices which fluctuate independently from the associated monthly index prices. Our realized natural gas price(2) in Canada was $1.56/mcf for 2024 compared to $2.83/mcf for 2023. In the U.S., our realized natural gas price was US$1.88/mcf for 2024 compared to US$2.33/mcf for 2023. The decrease in our realized gas price in Canada and the U.S. is consistent with the decreases in the representative AECO monthly and NYMEX monthly benchmark prices in 2024 compared to 2023.

(1)Specified financial measure that does not have any standardized meaning prescribed by IFRS and may not be comparable with the calculation of similar measures presented by other entities. Refer to the Specified Financial Measures section in this MD&A for further information.
(2)Calculated as light oil and condensate, NGL or natural gas sales divided by barrels of oil equivalent production volume for the applicable period.

PETROLEUM AND NATURAL GAS SALES
Years Ended December 31
2024 2023
($ thousands) Canada U.S. Total Canada U.S. Total
Oil sales
Light oil and condensate $ 421,383  $ 2,063,677  $ 2,485,060  $ 574,910  $ 1,454,213  $ 2,029,123 
Heavy oil 1,403,022  —  1,403,022  1,081,549  —  1,081,549 
NGL 26,017  176,289  202,306  23,174  122,823  145,997 
Total liquids sales 1,850,422  2,239,966  4,090,388  1,679,633  1,577,036  3,256,669 
Natural gas sales 23,624  94,943  118,567  49,388  76,564  125,952 
Total petroleum and natural gas sales 1,874,046  2,334,909  4,208,955  1,729,021  1,653,600  3,382,621 
Blending and other expense (263,943) —  (263,943) (224,802) —  (224,802)
Total sales, net of blending and other expense (1)
$ 1,610,103  $ 2,334,909  $ 3,945,012  $ 1,504,219  $ 1,653,600  $ 3,157,819 
(1)Specified financial measure that does not have any standardized meaning prescribed by IFRS and may not be comparable with the calculation of similar measures presented by other entities. Refer to the Specified Financial Measures section in this MD&A for further information.

Total sales, net of blending and other expense, of $3.9 billion for 2024 compared to $3.2 billion for 2023 which reflects a full year of production from the Merger with Ranger and increased production from our successful development programs.

In Canada, total sales, net of blending and other expense, of $1.6 billion for 2024 increased $105.9 million from $1.5 billion reported for 2023. The increase in our realized pricing for 2024 relative to 2023 resulted in a $32.8 million increase in total sales, net of blending and other expense while higher production contributed to a $73.1 million increase in total sales, net of blending and other expense, relative to 2023.

In the U.S., petroleum and natural gas sales of $2.3 billion in 2024 was $681.3 million higher than $1.7 billion reported for 2023. Total petroleum and natural gas sales increased $768.4 million due to higher production in 2024 relative to 2023 as a result of the Merger with Ranger. The impact of increased production was partially offset by lower realized pricing which resulted in a $87.1 million decrease in total petroleum and natural gas sales compared to 2023.



Baytex Energy Corp.
2024 MD&A                                                     7

ROYALTIES

Royalties are paid to various government entities and to land and mineral rights owners. Royalties are calculated based on gross revenues or on operating netbacks less capital investment for specific heavy oil projects and are generally expressed as a percentage of total sales, net of blending and other expense. The actual royalty rates can vary depending on the commodity produced, royalty contract terms, commodity price level, royalty incentives and the area or jurisdiction. The following table summarizes our royalties and royalty rates for the years ended December 31, 2024 and 2023.
Years Ended December 31
2024 2023
($ thousands except for % and per boe) Canada U.S. Total Canada U.S. Total
Royalties $ 261,205  $ 618,881  $ 880,086  $ 213,148  $ 456,644  $ 669,792 
Average royalty rate (1)(2)
16.2  % 26.5  % 22.3  % 14.2  % 27.6  % 21.2  %
Royalties per boe (3)
$ 11.16  $ 18.98  $ 15.71  $ 9.55  $ 20.51  $ 15.02 
(1)Average royalty rate is calculated as royalties divided by total sales, net of blending and other expense.
(2)Specified financial measure that does not have any standardized meaning prescribed by IFRS and may not be comparable with the calculation of similar measures presented by other entities. Refer to the Specified Financial Measures section in this MD&A for further information.
(3)Royalties per boe is calculated as royalties divided by barrels of oil equivalent production volume for the applicable period.

Royalties for 2024 were $880.1 million or 22.3% of total sales, net of blending and other expense, compared to $669.8 million or 21.2% in 2023. Total royalty expense was higher in 2024 due to higher total sales, net of blending and other expense, relative to 2023. Our average royalty rate of 22.3% for 2024 was higher than 21.2% for 2023 as a higher proportion of our production was from the Eagle Ford in 2024 which has a higher royalty rate than our Canadian properties.

The average royalty rate in Canada was 16.2% in 2024, higher than 14.2% for 2023 as a result of production growth from our heavy oil properties which have a higher royalty rate relative to our light oil properties.

In the U.S., the average royalty rate was 26.5% for 2024 which is lower than 27.6% for 2023 due to production contributed by the acquired Ranger assets which have a lower royalty rate relative to our legacy non-operated Eagle Ford properties.

Our average royalty rate of 22.3% for 2024 was consistent with our annual guidance range of approximately 22.5% for 2024. We expect our average royalty rate to be approximately 23% for 2025.

OPERATING EXPENSE
Years Ended December 31
2024 2023
($ thousands except for per boe) Canada U.S. Total Canada U.S. Total
Operating expense $ 336,069  $ 317,880  $ 653,949  $ 368,605  $ 202,234  $ 570,839 
Operating expense per boe (1)
$ 14.36  $ 9.75  $ 11.67  $ 16.51  $ 9.08  $ 12.80 
(1)Operating expense per boe is calculated as operating expense divided by barrels of oil equivalent production volume for the applicable period.

Total operating expense was $653.9 million ($11.67/boe) in 2024 compared to $570.8 million ($12.80/boe) in 2023. Total operating expense increased in 2024 relative to 2023 while per boe operating costs were lower due to a full year of production from the properties acquired from Ranger which have lower per boe operating expenses.

In Canada, operating expense was $336.1 million ($14.36/boe) for 2024 compared to $368.6 million ($16.51/boe) for 2023. The decrease in total and per unit operating expense relative to 2023 reflects production growth at Peavine along with the disposition of high cost non-core Viking assets in Q4/2023.

In the U.S., operating expense was $317.9 million ($9.75/boe) for 2024 compared to $202.2 million ($9.08/boe) for 2023. Total operating expense in the U.S. was higher in 2024 relative to 2023 and reflects a full year of production from the properties acquired from Ranger. Per boe operating expense in the U.S., expressed in U.S. dollars, was US$7.12/boe for 2024 which is slightly higher than US$6.73/boe for 2023.

Operating expense of $11.67/boe for 2024 was consistent with our revised annual guidance of ~ $12.00/boe. We expect annual operating expense of $11.75 - $12.50/boe for 2025.



Baytex Energy Corp.
2024 MD&A                                                     8

TRANSPORTATION EXPENSE

Transportation expense includes the costs to move production to the sales point. The largest component of transportation expense relates to the trucking of oil in Canada to pipeline and rail terminals which can vary depending on trucking rates and hauling distances as we seek to optimize sales prices. Transportation expense in our U.S. operations reflects the costs incurred to deliver our production to a centralized sales point via truck or pipeline.

The following table compares our transportation expense for the years ended December 31, 2024 and 2023.
Years Ended December 31
2024 2023
($ thousands except for per boe) Canada U.S. Total Canada U.S. Total
Transportation expense $ 84,211  $ 48,931  $ 133,142  $ 64,325  $ 24,981  $ 89,306 
Transportation expense per boe (1)
$ 3.60  $ 1.50  $ 2.38  $ 2.88  $ 1.12  $ 2.00 
(1)Transportation expense per boe is calculated as transportation expense divided by barrels of oil equivalent production volume for the applicable period.

Transportation expense was $133.1 million ($2.38/boe) for 2024 compared to $89.3 million ($2.00/boe) for 2023. In Canada, total transportation expense and per unit costs were higher in 2024 relative to 2023 as a result of additional heavy oil production relative to 2023. Transportation expense in the U.S. is higher in 2024 relative to 2023 which reflects a full year of operations on our Eagle Ford properties acquired from Ranger.

Transportation expense of $2.38/boe in 2024 was consistent with our revised annual guidance of approximately $2.45/boe for 2024. We expect annual transportation expense of $2.40 - $2.55/boe for 2025 which reflects production growth from our heavy oil properties.

BLENDING AND OTHER EXPENSE

Blending and other expense primarily includes the cost of blending diluent purchased to reduce the viscosity of our heavy oil transported through pipelines in order to meet pipeline specifications. The purchased diluent is recorded as blending and other expense. The price received for the blended product is recorded as heavy oil sales revenue. We net blending and other expense against heavy oil sales to compare the realized price on our produced volumes to benchmark pricing.

Blending and other expense was $263.9 million for 2024 compared to $224.8 million for 2023. Higher blending and other expense is primarily a result of increased heavy oil production and pipeline shipments in 2024 relative to 2023, partially offset by a decrease in the cost of condensate purchased for blending in 2024 compared to 2023.



Baytex Energy Corp.
2024 MD&A                                                     9

FINANCIAL DERIVATIVES

As part of our normal operations, we are exposed to movements in commodity prices, foreign exchange rates, interest rates and changes in our share price. In an effort to manage these exposures, we utilize various financial derivative contracts which are intended to partially reduce the volatility in our free cash flow. Contracts settled in the period result in realized gains or losses based on the market price compared to the contract price and the notional volume outstanding. Changes in the fair value of unsettled contracts are reported as unrealized gains or losses in the period as the forward markets fluctuate and as new contracts are entered. The following table summarizes the results of our financial derivative contracts for the years ended December 31, 2024 and 2023.
Years Ended December 31
($ thousands) 2024  2023  Change
Realized financial derivatives (loss) gain
Crude oil $ (9,186) $ 35,687  $ (44,873)
Natural gas 10,633  525  10,108 
Total $ 1,447  $ 36,212  $ (34,765)
Unrealized financial derivatives gain (loss)
Crude oil $ 7,548  $ (17,674) $ 25,222 
Natural gas (6,894) 6,157  (13,051)
Total $ 654  $ (11,517) $ 12,171 
Total financial derivatives (loss) gain
Crude oil $ (1,638) $ 18,013  $ (19,651)
Natural gas 3,739  6,682  (2,943)
Total $ 2,101  $ 24,695  $ (22,594)

We recorded a financial derivatives gain of $2.1 million for 2024 compared to a gain of $24.7 million for 2023. The realized financial derivatives gain of $1.4 million for 2024 resulted from $10.6 million of gains on natural gas contracts and $9.2 million of losses on crude oil contracts. The unrealized financial derivatives gain of $0.7 million for 2024 resulted from a $7.5 million gain on crude oil contracts partially offset by a $6.9 million loss on natural gas contracts. The fair value of our financial derivative contracts resulted in a net asset of $23.9 million at December 31, 2024 compared to a net asset of $23.3 million at December 31, 2023.

Refer to Note 18 of the consolidated financial statements for a complete listing of our outstanding contracts at March 4, 2025.



Baytex Energy Corp.
2024 MD&A                                                     10

OPERATING NETBACK

The following table summarizes our operating netback on a per boe basis for our Canadian and U.S. operations for the years ended December 31, 2024 and 2023.
Years Ended December 31
2024 2023
($ per boe except for volume) Canada U.S. Total Canada  U.S. Total
Total production (boe/d) 63,948  89,100  153,048  61,157  60,997  122,154 
Operating netback:
Total sales, net of blending and other expense (1)
$ 68.79  $ 71.60  $ 70.43  $ 67.39  $ 74.27  $ 70.82 
Less:
Royalties (2)
(11.16) (18.98) (15.71) (9.55) (20.51) (15.02)
Operating expense (2)
(14.36) (9.75) (11.67) (16.51) (9.08) (12.80)
Transportation expense (2)
(3.60) (1.50) (2.38) (2.88) (1.12) (2.00)
Operating netback (1)
$ 39.67  $ 41.37  $ 40.67  $ 38.45  $ 43.56  $ 41.00 
Realized financial derivatives gain (loss) (3)
—  —  0.03  —  —  0.81 
Operating netback after financial derivatives (1)
$ 39.67  $ 41.37  $ 40.70  $ 38.45  $ 43.56  $ 41.81 
(1)Specified financial measure that does not have any standardized meaning prescribed by IFRS and may not be comparable with the calculation of similar measures presented by other entities. Refer to the Specified Financial Measures section in this MD&A for further information.
(2)Refer to Royalties, Operating Expense and Transportation Expense sections in this MD&A for a description of the composition these measures.
(3)Calculated as realized financial derivatives gain or loss divided by barrels of oil equivalent production volume for the applicable period.

Our operating netback of $40.67/boe for 2024 was consistent with $41.00/boe for 2023 as our realized price net of royalties was relatively consistent in both periods. Total operating expense and transportation expense of $14.05/boe for 2024 was lower than $14.80/boe in 2023 which reflects lower costs on the operated Eagle Ford properties acquired from Ranger. Our operating netback net of realized gains and losses on financial derivatives was $40.70/boe for 2024 compared to $41.81/boe for 2023.

GENERAL AND ADMINISTRATIVE EXPENSE

General and administrative ("G&A") expense includes head office and corporate costs such as salaries and employee benefits, public company costs and administrative recoveries earned for operating exploration and development activities on behalf of our working interest partners. G&A expense fluctuates with head office staffing levels and the level of operated exploration and development activity during the period.

The following table summarizes our G&A expense for the years ended December 31, 2024 and 2023.
Years Ended December 31
($ thousands except for per boe) 2024  2023  Change
Gross general and administrative expense $ 107,743  $ 84,096  $ 23,647 
Overhead recoveries (25,997) (14,307) (11,690)
General and administrative expense $ 81,746  $ 69,789  $ 11,957 
General and administrative expense per boe (1)
$ 1.46  $ 1.57  $ (0.11)
(1)General and administrative expense per boe is calculated as general and administrative expense divided by barrels of oil equivalent production volume for the applicable period.

G&A expense was $81.7 million ($1.46/boe) for 2024 compared to $69.8 million ($1.57/boe) for 2023. G&A expense was higher relative to 2023 primarily due to staffing costs associated with the personnel retained following the Merger with Ranger.

G&A expense of $81.7 million ($1.46/boe) for 2024 is consistent with our revised annual guidance of $85 million ($1.52/boe). We expect annual G&A expense of $90 million ($1.64/boe) for 2025.




Baytex Energy Corp.
2024 MD&A                                                     11

FINANCING AND INTEREST EXPENSE

Financing and interest expense includes interest on our credit facilities, long-term notes and lease obligations as well as non-cash financing costs which include the accretion on our debt issue costs and asset retirement obligations. Financing and interest expense varies depending on debt levels outstanding during the period, the applicable borrowing rates, CAD/USD foreign exchange rates, along with the carrying amount of asset retirement obligations and the discount rates used to present value these obligations.

The following table summarizes our financing and interest expense for the years ended December 31, 2024 and 2023.
Years Ended December 31
($ thousands except for per boe) 2024  2023  Change
Interest on credit facilities $ 55,498  $ 56,713  $ (1,215)
Interest on long-term notes 148,968  102,426  46,542 
Interest on lease obligations 1,638  684  954 
Cash interest $ 206,104  $ 159,823  $ 46,281 
Amortization of debt issue costs 16,694  11,944  4,750 
Accretion of asset retirement obligations 21,226  20,406  820 
Early redemption expense 24,350  —  24,350 
Financing and interest expense $ 268,374  $ 192,173  $ 76,201 
Cash interest per boe (1)
$ 3.68  $ 3.58  $ 0.10 
Financing and interest expense per boe (1)
$ 4.79  $ 4.31  $ 0.48 
(1)Calculated as cash interest or financing and interest expense divided by barrels of oil equivalent production volume for the applicable period.

Financing and interest expense was $268.4 million ($4.79/boe) in 2024 compared to $192.2 million ($4.31/boe) in 2023. Higher interest costs in 2024 relative to 2023 are primarily a result of the additional debt outstanding after the Merger with Ranger and also includes costs incurred for the early redemption of the 8.75% senior notes on April 1, 2024.

Cash interest of $206.1 million ($3.68/boe) in 2024 was higher than $159.8 million ($3.58/boe) in 2023 and is primarily a result of additional debt outstanding in 2024 after the Merger which included the issuance of US$800.0 million aggregate principal amount of long-term notes. The weighted average interest rate applicable on our credit facilities was 7.6% in 2024 compared to 7.4% in 2023.

Accretion of asset retirement obligations of $21.2 million for 2024 was consistent with $20.4 million for 2023. Accretion of debt issues costs was higher in 2024 relative to 2023 due to the costs associated with the debt issued in conjunction with the Merger. In Q2/2024, we refinanced our remaining 8.75% senior notes with US$575 million of 7.375% notes and we recorded $24.4 million of early redemption expense.

Cash interest of $206.1 million ($3.68/boe) for 2024 was consistent with our revised annual guidance of $200 million ($3.58/boe). We expect cash interest to be $180 million ($3.29/boe) for 2025 which reflects lower debt outstanding relative to 2024.

EXPLORATION AND EVALUATION EXPENSE

Exploration and evaluation ("E&E") expense is related to the expiry of leases and the de-recognition of costs for exploration programs that have not demonstrated commercial viability and technical feasibility. E&E expense will vary depending on the timing of expiring leases, the accumulated costs of the expiring leases and the economic facts and circumstances related to the Company's exploration programs. Exploration and evaluation expense was $0.8 million for 2024 compared to $8.9 million for 2023.



Baytex Energy Corp.
2024 MD&A                                                     12

DEPLETION AND DEPRECIATION

Depletion and depreciation expense varies with the carrying amount of the Company's oil and gas properties, the amount of proved and probable reserves volumes and the rate of production for the period. The following table summarizes depletion and depreciation expense for the years ended December 31, 2024 and 2023.
Years Ended December 31
($ thousands except for per boe) 2024 2023 Change
Depletion and depreciation $ 1,385,910  $ 1,047,904  $ 338,006 
Depletion and depreciation per boe(1)
$ 24.74  $ 23.50  $ 1.24 
(1)Depletion and depreciation expense per boe is calculated as depletion and depreciation expense divided by barrels of oil equivalent production volume for the applicable period.

Depletion and depreciation expense was $1.4 billion ($24.74/boe) for 2024 compared to $1.0 billion ($23.50/boe) for 2023. Total depletion and depreciation expense as well as the depletion and depreciation rate per boe were higher in 2024 relative to 2023 due to a full year of depletion on the assets acquired from Ranger which have a higher depletion rate than our other properties. The effect of the Merger was partially offset by an impairment loss of $833.7 million recorded at December 31, 2023.

IMPAIRMENT

2024 Impairment

At December 31, 2024, there were no indicators of impairment or impairment reversal for oil and gas properties in any of the Company's CGUs.

2023 Impairment

At December 31, 2023, we identified indicators of impairment for oil and gas properties in our legacy non-operated Eagle Ford cash-generating unit ("CGU") due to changes in our reserves volumes and in our Viking CGU due to changes in reserves along with a loss recorded on disposition of an asset within the CGU. The recoverable amounts for the two CGUs were not sufficient to support their carrying values which resulted in an impairment of $833.7 million recorded at December 31, 2023.

The following table summarizes the recoverable amount and impairment for each of the two CGUs at December 31, 2023 and demonstrates the sensitivity of the impairment to reasonably possible changes in key assumptions inherent in the calculation.
($ thousands) Recoverable amount Impairment loss Change in discount rate of 1% Change in oil price of $2.50/bbl Change in gas price of $0.25/mcf
Viking CGU $ 606,290  $ 184,000  $ 26,500  $ 53,000  $ 3,500 
Eagle Ford Non-operated CGU (1)
1,429,658  649,662  71,300  107,600  25,700 
(1)There were no indicators of impairment identified for the Eagle Ford Operated CGU which includes the assets acquired from Ranger.

SHARE-BASED COMPENSATION EXPENSE

Share-based compensation ("SBC") expense includes expense associated with our Share Award Incentive Plan, Incentive Award Plan, and Deferred Share Unit Plan. SBC expense associated with equity-settled awards is recognized in net income or loss over the vesting period of the awards with a corresponding increase in contributed surplus. SBC expense associated with cash-settled awards is recognized in net income or loss over the vesting period of the awards with a corresponding share-based compensation liability. SBC expense varies with the quantity of unvested share awards outstanding and changes in the market price of our common shares.

We recorded SBC expense of $17.9 million for 2024 compared to $37.7 million for 2023. SBC expense for 2024 reflects a decrease in the Company's share price which contributed to lower SBC expense relative to 2023 which includes $16.2 million of non-cash expense related to awards assumed and settled in Baytex common shares in conjunction with the Merger with Ranger.

FOREIGN EXCHANGE

Unrealized foreign exchange gains and losses are primarily a result of changes in the reported amount of our U.S. dollar denominated long-term notes and credit facilities in our Canadian functional currency entities. The long-term notes and credit facilities are translated to Canadian dollars on the balance sheet date using the closing CAD/USD exchange rate resulting in unrealized gains and losses. Realized foreign exchange gains and losses are due to day-to-day U.S. dollar denominated transactions occurring in our Canadian functional currency entities.


Baytex Energy Corp.
2024 MD&A                                                     13

Years Ended December 31
($ thousands except for exchange rates) 2024  2023  Change
Unrealized foreign exchange loss (gain) $ 153,930  $ (14,300) $ 168,230 
Realized foreign exchange loss 1,965  3,452  (1,487)
Foreign exchange loss (gain) $ 155,895  $ (10,848) $ 166,743 
CAD/USD exchange rates:
At beginning of period 1.3205  1.3534 
At end of period 1.4405  1.3205 

We recorded a foreign exchange loss of $155.9 million for 2024 compared to a gain of $10.8 million for 2023.

The unrealized foreign exchange loss of $153.9 million for 2024 is due to an increase in the reported amount of our U.S. dollar denominated long-term notes and credit facilities. The $153.9 million loss is the result of the weakening of the Canadian dollar relative to the U.S. dollar at December 31, 2024 compared to December 31, 2023. The unrealized foreign exchange gain of $14.3 million for 2023 is primarily related to changes in the reported amount of our long-term notes due to a strengthening of the Canadian dollar relative to the U.S. dollar at December 31, 2023 compared to December 31, 2022.

Realized foreign exchange gains and losses will fluctuate depending on the amount and timing of day-to-day U.S. dollar denominated transactions for our Canadian operations. We recorded a realized foreign exchange loss of $2.0 million for 2024 compared to a loss of $3.5 million for 2023.

INCOME TAXES
Years Ended December 31
($ thousands) 2024  2023  Change
Current income tax expense $ 21,766  $ 14,403  $ 7,363 
Deferred income tax expense (recovery) 114,927  (297,629) 412,556 
Total income tax expense (recovery) $ 136,693  $ (283,226) $ 419,919 

Current income tax expense was $21.8 million for 2024 compared to $14.4 million recorded in 2023. Current income tax is higher in 2024 due to higher taxes incurred on the repatriation of earnings from our U.S. operations. We recorded deferred income tax expense of $114.9 million for 2024 compared to a deferred income tax recovery of $297.6 million for 2023. The deferred tax expense in 2024 reflects income generated on our U.S. operations and income, before losses on foreign exchange, generated on our Canadian operations. The deferred tax recovery recorded in 2023 was primarily related to the effects of the transaction structuring for the Merger in 2023 along with the effects of impairment losses on our Canadian and U.S. assets, partially offset by income generated on our Canadian and U.S. operations for the period.

In June 2016, certain indirect subsidiary entities received reassessments from the Canada Revenue Agency ("CRA") that deny non-capital loss deductions relevant to the calculation of income taxes for the years 2011 through 2015. Following objections and submissions, in November 2023 the CRA issued notices of confirmation regarding their prior reassessments. In February 2024, Baytex filed notices of appeal with the Tax Court of Canada and we estimate it could take between two and three years to receive a judgment. The reassessments do not require us to pay any amounts in order to participate in the appeals process. Should we be unsuccessful at the Tax Court of Canada, additional appeals are available; a process that we estimate could take another two years and potentially longer.

We remain confident that the tax filings of the affected entities are correct and will defend our tax filing positions. During Q4/2023, we purchased $272.5 million of insurance coverage for a premium of $50.3 million which will help manage the litigation risk associated with this matter. The most recent reassessments issued by the CRA assert taxes owing by the trusts (described below) of $244.8 million, late payment interest of $211.6 million as at the date of reassessments and a late filing penalty in respect of the 2011 tax year of $4.1 million.



Baytex Energy Corp.
2024 MD&A                                                     14

By way of background, we acquired several privately held commercial trusts in 2010 with accumulated non-capital losses of $591.0 million (the "Losses"). The Losses were subsequently deducted in computing the taxable income of those trusts. The reassessments, as confirmed in November 2023, disallow the deduction of the Losses for two reasons. First, the reassessments allege that the trusts were resettled and the resulting successor trusts were not able to access the losses of the predecessor trusts. Second, the reassessments allege that the general anti-avoidance rule of the Income Tax Act (Canada) operates to deny the deduction of the losses. If, after exhausting available appeals, the deduction of Losses continues to be disallowed, either the trusts or their corporate beneficiary will owe cash taxes, late payment interest and potential penalties. The amount of cash taxes owing, late payment interest and potential penalties are dependent upon the taxpayer(s) ultimately liable (the trusts or their corporate beneficiary) and the amount of unused tax shelter available to the taxpayer(s) to offset the reassessed income, including tax shelter from subsequent years that may be carried back and applied to prior years.

The following table summarizes our Canadian and Foreign tax pools.
Canadian Tax Pools ($ thousands)
December 31, 2024 December 31, 2023
Canadian oil and natural gas property expenditures $ 282,604  $ 203,406 
Canadian development expenditures 516,475  518,788 
Undepreciated capital costs 282,056  280,564 
Non-capital losses 447,993  643,697 
Financing costs and other 132,163  98,816 
Total Canadian tax pools $ 1,661,291  $ 1,745,271 
Foreign Tax Pools ($ thousands)
Depletion $ 1,750,498  $ 1,893,577 
Intangible drilling costs 191,648  $ 352,021 
Tangibles 208,298  213,372 
Net operating losses 2,884,406  2,558,472 
Other 627,156  468,554 
Total Foreign tax pools $ 5,662,006  $ 5,485,996 


Baytex Energy Corp.
2024 MD&A                                                     15

NET INCOME (LOSS) AND ADJUSTED FUNDS FLOW

The components of adjusted funds flow and net income or loss for the years ended December 31, 2024 and 2023 are set forth in the following table.
Years Ended December 31
($ thousands) 2024  2023 Change
Petroleum and natural gas sales $ 4,208,955  $ 3,382,621  $ 826,334 
Royalties (880,086) (669,792) (210,294)
Revenue, net of royalties 3,328,869  2,712,829  616,040 
Expenses
Operating (653,949) (570,839) (83,110)
Transportation (133,142) (89,306) (43,836)
Blending and other (263,943) (224,802) (39,141)
Operating netback (1)
$ 2,277,835  $ 1,827,882  $ 449,953 
General and administrative (81,746) (69,789) (11,957)
Cash interest (206,104) (159,823) (46,281)
Realized financial derivatives gain 1,447  36,212  (34,765)
Realized foreign exchange loss (1,965) (3,452) 1,487 
Other income (expense) 6,689  (815) 7,504 
Current income tax expense (21,766) (14,403) (7,363)
Cash share-based compensation (17,872) (21,462) 3,590 
Adjusted funds flow (2)
$ 1,956,518  $ 1,594,350  $ 362,168 
Transaction costs (1,539) (49,045) 47,506 
Exploration and evaluation (779) (8,896) 8,117 
Depletion and depreciation (1,385,910) (1,047,904) (338,006)
Non-cash share-based compensation —  (16,237) 16,237 
Non-cash financing and interest (62,270) (32,350) (29,920)
Non-cash other income —  1,271  (1,271)
Unrealized financial derivatives gain (loss) 654  (11,517) 12,171 
Unrealized foreign exchange (loss) gain (153,930) 14,300  (168,230)
Loss on dispositions (1,220) (141,295) 140,075 
Impairment —  (833,662) 833,662 
Deferred income tax (expense) recovery (114,927) 297,629  (412,556)
Net income (loss) $ 236,597  $ (233,356) $ 469,953 
(1)Specified financial measure that does not have any standardized meaning prescribed by IFRS and may not be comparable with the calculation of similar measures presented by other entities. Refer to the Specified Financial Measures section in this MD&A for further information.
(2)Capital management measure. Refer to the Specified Financial Measures section in this MD&A for further information.

We generated adjusted funds flow of $2.0 billion for 2024 compared to $1.6 billion for 2023. The $362.2 million increase in adjusted funds flow for 2024 reflects a full year of operations following the Merger with Ranger. Cash interest and general and administrative expenses were also higher for 2024 due to the additional debt outstanding and additional staffing levels following the Merger.

We reported net income of $236.6 million for 2024 compared to a net loss of $233.4 million for 2023. Net income for 2024 reflects additional depletion expense and unrealized foreign exchange loss relative to the net loss in 2023 which included an impairment loss.

OTHER COMPREHENSIVE INCOME (LOSS)

Other comprehensive income (loss) reflects the foreign currency translation adjustment on our U.S. net assets which is not recognized in net income or loss. The foreign currency translation gain of $402.3 million for 2024 relates to the change in value of our U.S. net assets and is due to the weakening of the Canadian dollar relative to the U.S. dollar at December 31, 2024 compared to December 31, 2023. The CAD/USD exchange rate was 1.4405 CAD/USD at December 31, 2024 compared to 1.3205 CAD/USD at December 31, 2023.


Baytex Energy Corp.
2024 MD&A                                                     16


CAPITAL EXPENDITURES

Capital expenditures for the years ended December 31, 2024 and 2023 are summarized as follows.
Years Ended December 31
2024 2023
($ thousands) Canada U.S. Total Canada U.S. Total
Drilling, completion and equipping $ 399,817  $ 674,900  $ 1,074,717  $ 393,127  $ 492,030  $ 885,157 
Facilities and other 89,669  92,247  181,916  70,071  57,559  127,630 
Exploration and development expenditures $ 489,486  $ 767,147  $ 1,256,633  $ 463,198  $ 549,589  $ 1,012,787 
Property acquisitions 48,889  3,526  52,415  20,023  18,891  38,914 
Proceeds from dispositions (41,149) (5,346) (46,495) (160,256) —  (160,256)

Exploration and development expenditures were $1.26 billion for 2024 compared to $1.0 billion for 2023. The increase for 2024 reflects increased development activity in Canada along with development activity on our operated Eagle Ford properties acquired from Ranger.

In Canada, exploration and development expenditures were $489.5 million in 2024 compared to $463.2 million in 2023. Drilling and completion spending of $399.8 million in 2024 was very similar to $393.1 million in 2023 with similar activity levels. We also invested $89.7 million on facilities and other expenditures, completed the acquisition of 30.75 net sections of Duvernay lands adjacent to our existing acreage for $29.8 million in Q1/2024 and sold our Kerrobert Thermal assets for $41.5 million in Q4/2024.

Total U.S. exploration and development expenditures were $767.1 million for 2024 compared to $549.6 million for 2023. Exploration and development expenditures for 2024 reflect a full year of development on the operated properties acquired from Ranger.

Total exploration and development expenditures of $1.26 billion for 2024 were consistent with our revised annual guidance of approximately $1.25 billion. We expect annual exploration and development expenditures of $1.2 - $1.3 billion for 2025.

CAPITAL RESOURCES AND LIQUIDITY

Our capital management objective is to maintain a strong balance sheet that provides financial flexibility to execute our development programs, provide returns to shareholders and optimize our portfolio through strategic transactions. We strive to actively manage our capital structure in response to changes in economic conditions. At December 31, 2024, our capital structure was comprised of shareholders' capital, long-term notes, trade receivables, prepaids and other assets, trade payables, dividends payable, share-based compensation liability, other long-term liabilities, cash and the credit facilities.

In order to manage our capital structure and liquidity, we may from time to time issue equity or debt securities, enter into business transactions including the sale of assets or adjust capital spending to manage current and projected debt levels. There is no certainty that any of these additional sources of capital would be available if required.

Management of debt levels is a priority for Baytex in order to sustain operations and support our business strategy. Net debt(1) of $2.4 billion at December 31, 2024 was 5% lower than $2.5 billion at December 31, 2023 which reflects our allocation of free cash flow to debt repayment in 2024. Free cash flow of $655.6 million generated in 2024 was allocated to debt repayment along with $289.9 million of shareholder returns including share buybacks and quarterly dividends. The change in net debt also reflects $49.7 million of debt issuance costs incurred during 2024 along with a $176.9 million foreign exchange loss on our U.S. dollar denominated net debt due to a weaker Canadian dollar at December 31, 2024. At December 31, 2024, our net debt on a U.S. dollar denominated based was reduced by US$241 million or 13% relative to December 31, 2023.

(1)Capital management measure. Refer to the Specified Financial Measures section in this MD&A for further information.

In June 2024, we renewed our normal course issuer bid ("NCIB") to repurchase our common shares as part of our shareholder return framework. In 2024 we repurchased 48.4 million common shares at an average price of $4.50 per share for total consideration of $217.9 million.

Our shareholder returns framework includes a quarterly dividend. On January 2, 2025, we paid a quarterly cash dividend of $0.0225 per share to shareholders of record. On March 4, 2025, the Company's Board of Directors declared a quarterly cash dividend of $0.0225 per share to be paid on April 1, 2025 for shareholders on record as at March 14, 2025. These dividends are designated as “eligible dividends” for Canadian income tax purposes. For U.S. income tax purposes, Baytex’s dividends are considered “qualified dividends.”

Credit Facilities

At December 31, 2024, we had $341.2 million of principal amount outstanding under our revolving credit facilities which total US$1.1 billion ($1.6 billion) (the "Credit Facilities"). The Credit Facilities are secured and are comprised of a US$50 million operating loan and a US$750 million syndicated revolving loan for Baytex and a US$45 million operating loan and a US$255 million syndicated revolving loan for Baytex's wholly-owned subsidiary, Baytex Energy USA, Inc. On May 9, 2024, we extended the maturity of the Credit Facilities from April 1, 2026 to May 9, 2028. There were no changes to the loan balances or financial covenants as a result of the amendment. As part of the amendment, borrowing in Canadian funds previously based on the banker's acceptance rate has been replaced with borrowings based on the Canadian Overnight Repo Rate Average ("CORRA").

There are no mandatory principal payments required prior to maturity which could be extended upon our request. The Credit Facilities contain standard commercial covenants in addition to the financial covenants detailed below. Advances under the Baytex Credit Facilities can be drawn in either Canadian or U.S. funds and bear interest at the Canadian Prime Rate, U.S. Base Rate, CORRA rates or secured overnight financing rates ("SOFR"), plus applicable margins. Advances under the Baytex Energy USA, Inc. Credit Facilities can be drawn in U.S. funds and bear interest at the U.S. Base Rate or SOFR, plus applicable margins.

The weighted average interest rate on the Credit Facilities was 7.6% for 2024, which is consistent with 7.4% for 2023.

At December 31, 2024, Baytex had $5.8 million of outstanding letters of credit (December 31, 2023 - $5.6 million outstanding) under the Credit Facilities.

The agreements and associated amending agreements relating to the Credit Facilities are accessible on the SEDAR+ website at www.sedarplus.ca and through the U.S. Securities and Exchange Commission at www.sec.gov.

Financial Covenants

The following table summarizes the financial covenants applicable to the Credit Facilities and our compliance therewith at December 31, 2024.

Covenant Description Position as at December 31, 2024 Covenant
Senior Secured Debt (1) to Bank EBITDA (2) (Maximum Ratio)
0.2:1.0 3.5:1.0
Interest Coverage (3) (Minimum Ratio)
10.7:1.0 3.5:1.0
Total Debt (4) to Bank EBITDA (2) (Maximum Ratio)
1.1:1.0 4.0:1.0
(1)"Senior Secured Debt" is calculated in accordance with the credit facility agreement and is defined as the principal amount of the credit facilities and other secured obligations identified in the credit facility agreement. As at December 31, 2024, the Company's Senior Secured Debt totaled $345.9 million.
(2)"Bank EBITDA" is calculated based on terms and definitions set out in the credit facility agreement which adjusts net income or loss for financing and interest expenses, income tax, non-recurring losses, certain specific unrealized and non-cash transactions and is calculated based on a trailing twelve-month basis including the impact of material acquisitions as if they had occurred at the beginning of the twelve month period. Bank EBITDA for the twelve months ended December 31, 2024 was $2.2 billion.
(3)"Interest coverage" is calculated in accordance with the credit facility agreement and is computed as the ratio of Bank EBITDA to financing and interest expenses, excluding certain non-cash transactions, and is calculated on a trailing twelve-month basis. Financing and interest expenses for the twelve months ended December 31, 2024 were $204.5 million.
(4)"Total Debt" is calculated in accordance with the credit facility agreement and is defined as all obligations, liabilities, and indebtedness of Baytex excluding trade payables, other long-term liabilities, dividends payable, share-based compensation liability, asset retirement obligations, leases, deferred income tax liabilities, and financial derivative liabilities. At December 31, 2024 our Total Debt was $2.3 billion.

Long-Term Notes

At December 31, 2024 we have two issuances of long-term notes outstanding with a total principal amount of $2.0 billion. The long-term notes do not contain any financial maintenance covenants.

On April 27, 2023, we issued US$800 million aggregate principal amount of senior unsecured notes due April 30, 2030 bearing interest at a rate of 8.50% per annum semi-annually (the "8.50% Senior Notes"). The 8.50% Senior Notes are redeemable at our option, in whole or in part, at specified redemption prices after April 30, 2026 and will be redeemable at par from April 30, 2028 to maturity. At December 31, 2024 there was US$800 million aggregate principal amount of the 8.50% Senior Notes outstanding.

On April 1, 2024, we issued US$575 million aggregate principal amount of senior unsecured notes due 2032 ("7.375% Senior Notes"). The 7.375% Senior Notes were priced at 99.266% of par to yield 7.500% per annum, bear interest at a rate of 7.375% per annum and mature on March 15, 2032. The 7.375% Senior Notes are redeemable at our option, in whole or in part, at specified redemption prices on or after March 15, 2027 and will be redeemable at par from March 15, 2029 to maturity. Proceeds from the 7.375% Senior Notes were used to redeem the remaining US$409.8 million aggregate principal amount of the outstanding 8.75% Senior Notes at 104.375% of par value, pay the related fees and expenses associated with the offering, and repay a portion of the debt outstanding on our Credit Facilities. At December 31, 2024 there was US$575 million aggregate principal amount of the 7.375% Senior Notes outstanding.

Baytex is subject to certain financial and commercial covenants related to its Credit Facilities and long-term notes. Noncompliance with these covenants may result in an event of default, at which point the carrying value of the debt could become repayable within a 12 month period after the reporting date.

Shareholders’ Capital

We are authorized to issue an unlimited number of common shares and 10.0 million preferred shares. The rights and terms of preferred shares are determined upon issuance. During the year ended December 31, 2024, we issued 0.3 million common shares pursuant to our share-based compensation program. As at December 31, 2024, we had 773.6 million common shares issued and outstanding and no preferred shares issued and outstanding.

Our shareholder returns framework includes common share repurchases and a quarterly dividend. During the year ended December 31, 2024, we repurchased 48.4 million common shares under our normal course issuer bid ("NCIB") at an average price of $4.50 per share for total consideration of $217.9 million. In June 2024, we renewed our NCIB under which Baytex is permitted to purchase for cancellation up to 70.1 million common shares over the 12-month period commencing July 2, 2024, which represents 10% of Baytex's public float, as defined by the TSX, as of June 18, 2024. Baytex obtained an exemption order from the Canadian securities regulators which permits the company to purchase its common shares through the NYSE and other U.S.-based trading systems.

In 2024, the Government of Canada introduced a 2% federal tax on equity repurchases with an effective date of January 1, 2024. We recorded a $4.3 million charge to shareholders’ capital, related to the federal tax on equity repurchases for the year ended December 31, 2024.

Contractual Obligations

We have a number of financial obligations that are incurred in the ordinary course of business. A significant portion of these obligations will be funded by adjusted funds flow. These obligations as of December 31, 2024 and the expected timing for funding these obligations are noted in the table below.
($ thousands) Total Less than 1 year 1-3 years 3-5 years Beyond 5 years
Credit Facilities - principal $ 341,207  $ —  $ —  $ 341,207  $ — 
Long-term notes - principal 1,980,619  —  —  —  1,980,619 
Interest on long-term notes (1)
962,531  159,035  318,069  318,069  167,358 
Lease obligations - principal 29,089  10,786  9,175  7,200  1,928 
Processing agreements 5,917  948  1,239  543  3,187 
Transportation agreements 168,767  54,909  84,742  17,877  11,239 
Total $ 3,488,130  $ 225,678  $ 413,225  $ 684,896  $ 2,164,331 
(1)Excludes interest on our credit facilities as interest payments fluctuate based on a floating rate of interest and changes in the outstanding balances.

We also have ongoing obligations related to the abandonment and reclamation of well sites and facilities when they reach the end of their economic lives. The present value of the future estimated abandonment and reclamation costs are included in the asset retirement obligations presented in the statement of financial position. Programs to abandon and reclaim well sites and facilities are undertaken regularly in accordance with applicable legislative requirements.



Baytex Energy Corp.
2024 MD&A                                                     17

FOURTH QUARTER OPERATING AND FINANCIAL RESULTS
Three Months Ended December 31
2024 2023
($ thousands except for per boe) Canada U.S. Total Canada U.S. Total
Total daily production
Light oil and condensate (bbl/d) 11,568  53,093  64,661  14,143  55,981  70,124 
Heavy oil (bbl/d) 42,227  —  42,227  39,569  —  39,569 
NGL (bbl/d) 3,519  17,689  21,208  2,937  20,223  23,160 
Total liquids (bbl/d) 57,314  70,782  128,096  56,649  76,204  132,853 
Natural gas (mcf/d) 48,113  100,679  148,792  48,573  116,548  165,121 
Total production (boe/d) 65,332  87,562  152,894  64,744  95,629  160,373 
Operating netback ($/boe)
Light oil and condensate ($/bbl) (1)
$ 93.66  $ 97.05  $ 96.44  $ 99.93  $ 105.83  $ 104.64 
Heavy oil, net of blending and other expense ($/bbl) (2)
70.05  —  70.05  62.48  —  62.48 
NGL ($/bbl) (1)
26.06  29.70  29.09  27.38  26.68  26.76 
Natural gas ($/mcf) (1)
1.43  3.02  2.50  2.40  3.07  2.87 
Total sales, net of blending and other per boe (2)
$ 64.31  $ 68.31  $ 66.60  $ 63.06  $ 71.34  $ 68.00 
Royalties per boe (3)
(10.05) (18.16) (14.69) (9.69) (19.42) (15.49)
Operating expense per boe (3)
(13.12) (8.29) (10.36) (15.61) (8.17) (11.17)
Transportation expense per boe (3)
(3.59) (1.43) (2.35) (3.02) (1.33) (2.02)
Operating netback per boe (2)
$ 37.55  $ 40.43  $ 39.20  $ 34.74  $ 42.42  $ 39.32 
Financial
Petroleum and natural gas sales $ 466,706  $ 550,311  $ 1,017,017  $ 437,889  $ 627,626  $ 1,065,515 
Royalties (60,396) (146,279) (206,675) (57,746) (170,824) (228,570)
Revenue, net of royalties $ 406,310  $ 404,032  $ 810,342  $ 380,143  $ 456,802  $ 836,945 
Operating (78,878) (66,812) (145,690) (93,006) (71,867) (164,873)
Transportation (21,595) (11,515) (33,110) (18,005) (11,739) (29,744)
Blending and other (80,148) —  (80,148) (62,296) —  (62,296)
Operating netback (2)
$ 225,689  $ 325,705  $ 551,394  $ 206,836  $ 373,196  $ 580,032 
General and administrative —  —  (20,433) —  —  (22,280)
Cash interest —  —  (48,769) —  —  (56,698)
Realized financial derivatives gain (loss) —  —  (2,115) —  —  12,377 
Other —  —  (18,191) —  —  (11,283)
Adjusted funds flow (4)
$ 225,689  $ 325,705  $ 461,886  $ 206,836  $ 373,196  $ 502,148 
Net income (loss) $ 113,551  $ 113,172  $ (38,477) $ (255,238) $ (531,505) $ (625,830)
Exploration and development expenditures $ 108,971  $ 89,206  $ 198,177  $ 75,137  $ 124,077  $ 199,214 
Property acquisitions 12,305  316  12,621  15,032  18,891  33,923 
Proceeds from dispositions (41,517) (822) (42,339) (159,745) —  (159,745)
Net debt (4)
$ 2,417,172  $ 2,534,287 
(1)Calculated as light oil and condensate, NGL or natural gas sales divided by barrels of oil equivalent production volume for the applicable period.
(2)Specified financial measure that does not have any standardized meaning prescribed by IFRS and may not be comparable with the calculation of similar measures presented by other entities. Refer to the Specified Financial Measures section in this MD&A for further information.
(3)Calculated as royalties expense, operating expense or transportation expense divided by barrels of oil equivalent production volume for the applicable period.
(4)Capital management measure. Refer to the Specified Financial Measures section in this MD&A for further information.



Baytex Energy Corp.
2024 MD&A                                                     18

Three Months Ended December 31
2024  2023  Change
Benchmark Averages
WTI oil (US$/bbl) (1)
70.27  78.32  (8.05)
MEH oil (US$/bbl) (2)
72.40  80.62  (8.22)
MEH oil differential to WTI (US$/bbl) 2.13  2.30  (0.17)
Edmonton par oil ($/bbl) (3)
94.98  99.72  (4.74)
Edmonton par oil differential to WTI (US$/bbl) (2.39) (5.10) 2.71 
WCS heavy oil ($/bbl) (4)
80.77  76.86  3.91 
WCS heavy oil differential to WTI (US$/bbl) (12.54) (21.88) 9.34 
AECO natural gas price ($/mcf) (5)
1.46  2.66  (1.20)
NYMEX natural gas price (US$/mmbtu) (6)
2.79  2.88  (0.09)
CAD/USD average exchange rate 1.3992  1.3619  0.0373 
(1)WTI refers to the arithmetic average of NYMEX prompt month WTI for the applicable period.
(2)MEH refers to arithmetic average of the Argus WTI Houston differential weighted index price for the applicable period.
(3)Edmonton par refers to the average posting price for the benchmark MSW crude oil.
(4)WCS refers to the average posting price for the benchmark WCS heavy oil.
(5)AECO refers to the AECO arithmetic average month-ahead index price published by the Canadian Gas Price Reporter ("CGPR").
(6)NYMEX refers to the NYMEX last day average index price as published by the CGPR.

Our operating and financial results for Q4/2024 reflect the successful execution of our 2024 development programs in the U.S. and Canada. We invested $198.2 million on exploration and development expenditures in Q4/2024 and delivered production of 152,894 boe/d. Free cash flow(1) was $254.8 million in Q4/2024 which reflects the disciplined execution of our development programs.

In Canada, production averaged 65,332 boe/d in Q4/2024 which was 588 boe/d higher than 64,744 boe/d reported for Q4/2023 as a result of our successful Clearwater development program at Peavine. Higher benchmark pricing for heavy oil resulted in a realized price of $64.31/boe for Q4/2024 which was $1.25/boe higher than $63.06/boe for Q4/2023. The WCS heavy oil differential narrowed to US$12.54/bbl for Q4/2024 compared to US$21.88/bbl for Q4/2023. Increased production and higher benchmark prices for heavy oil were the main factors that resulted in an operating netback(1) of $225.7 million ($37.55/boe) for Q4/2024 which was $18.9 million ($2.81/boe) higher than $206.8 million ($34.74/boe) reported for Q4/2023. Exploration and development expenditures were $109.0 million in Q4/2024 compared to $75.1 million in Q4/2023.

In the U.S., production averaged 87,562 boe/d for Q4/2024 which is 8,067 boe/d lower than 95,629 boe/d reported for Q4/2023 which reflects reduced activity in Q4/2024. The MEH benchmark averaged US$72.40/bbl in Q4/2024 which was US$8.22/boe lower than US$80.62/bbl during Q4/2023 and resulted in a realized price of $68.31/boe which was $3.03/boe lower than our realized price of $71.34/boe in Q4/2023. Operating netback of $325.7 million ($40.43/boe) was $47.5 million ($1.99/boe) lower than $373.2 million ($42.42/boe) for Q4/2023 which reflects lower benchmark commodity prices and lower production in Q4/2024 compared to Q4/2023. Exploration and development expenditures were $89.2 million in Q4/2024 which were lower compared to Q4/2023 when we spent $124.1 million.

We generated adjusted funds flow(2) of $461.9 million in Q4/2024 which is $40.3 million lower than $502.1 million in Q4/2023. The decrease in adjusted funds flow for Q4/2024 reflects lower production and lower benchmark pricing compared to Q4/2023. We recorded realized financial derivatives losses of $2.1 million in Q4/2024 compared to gains of $12.4 million in Q4/2023. G&A expense of $20.4 million in Q4/2024 was lower than $22.3 million in Q4/2023. Interest expense of $48.8 million in Q4/2024 was $7.9 million lower than $56.7 million for Q4/2023 which reflects lower amounts outstanding under the credit facilities. Net debt(2) was $2.4 billion at Q4/2024 compared to $2.5 billion in Q4/2023.

We recorded a net loss of $38.5 million in Q4/2024 compared to net loss of $625.8 million in Q4/2023. In Q4/2023 we recorded an $833.7 million impairment loss. In Q4/2024 we recorded a $120.4 million unrealized foreign exchange loss due to due to changes in the reported amount of our U.S. dollar denominated long-term notes and credit facilities as a result of a weakening Canadian dollar in compared to a gain of $43.6 million recorded in Q4/2023.

(1)Specified financial measure that does not have any standardized meaning prescribed by IFRS and may not be comparable with the calculation of similar measures presented by other entities. Refer to the Specified Financial Measures section in this MD&A for further information.
(2)Capital management measure. Refer to the Specified Financial Measures section in this MD&A for further information.



Baytex Energy Corp.
2024 MD&A                                                     19

QUARTERLY FINANCIAL INFORMATION
2024 2023
($ thousands, except per common share amounts) Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1
Petroleum and natural gas sales 1,017,017  1,074,623  1,133,123  984,192  1,065,515  1,163,010  598,760  555,336 
Net (loss) income (38,477) 185,219  103,898  (14,043) (625,830) 127,430  213,603  51,441 
Per common share - basic (0.05) 0.23  0.13  (0.02) (0.75) 0.15  0.37  0.09 
Per common share - diluted (0.05) 0.23  0.13  (0.02) (0.75) 0.15  0.36  0.09 
Adjusted funds flow (1)
461,886  537,947  532,839  423,846  502,148  581,623  273,590  236,989 
Per common share - basic 0.59  0.68  0.65  0.52  0.60  0.68  0.47  0.43 
Per common share - diluted 0.59  0.67  0.65  0.52  0.60  0.68  0.47  0.43 
Free cash flow (2)
254,838  220,159  180,673  (88) 290,785  158,440  96,313  (1,918)
Per common share - basic 0.33  0.28  0.22  —  0.35  0.19  0.17  — 
Per common share - diluted 0.33  0.28  0.22  —  0.35  0.18  0.16  — 
Cash flows from operating activities 468,865  550,042  505,584  383,773  474,452  444,033  192,308  184,938 
Per common share - basic 0.60  0.69  0.62  0.47  0.57  0.52  0.33  0.34 
Per common share - diluted 0.60  0.69  0.62  0.47  0.57  0.52  0.33  0.34 
Dividends declared 17,598  17,732  18,161  18,494  18,381  19,138  —  — 
Per common share – basic 0.0225  0.0225  0.0225  0.0225  0.0225  0.0225  —  — 
Exploration and development expenditures 198,177  306,332  339,573  412,551  199,214  409,191  170,704  233,626 
Canada 108,971  120,473  101,916  158,126  75,137  107,053  96,403  184,606 
U.S. 89,206  185,859  237,657  254,425  124,077  302,138  74,301  49,020 
Property acquisitions 12,621  1,042  3,349  35,403  33,923  4,277  (62) 506 
Proceeds from dispositions (42,339) (1,436) (2,695) (25) (159,745) (226) (50) (235)
Net debt (1)
2,417,172  2,493,269  2,639,014  2,639,841  2,534,287  2,824,348  2,814,844  995,170 
Total assets (3)
7,759,745  7,614,157  7,770,926  7,717,495  7,460,931  8,946,181  8,617,444  5,180,059 
Common shares outstanding 773,590  787,328  804,977  821,322  821,681  845,360  862,192  545,553 
Daily production
Total production (boe/d) 152,894  154,468  154,194  150,620  160,373  150,600  89,761  86,760 
Canada (boe/d) 65,332  64,668  63,688  62,081  64,744  63,289  55,874  60,651 
U.S. (boe/d) 87,562  89,800  90,506  88,540  95,629  87,311  33,887  26,109 
Benchmark prices
WTI oil (US$/bbl) 70.27  75.10  80.57  76.96  78.32  82.26  73.78  76.13 
WCS heavy ($/bbl) 80.77  83.98  91.72  77.73  76.86  93.02  78.85  69.44 
Edmonton Light ($/bbl) 94.98  97.91  105.30  92.16  99.72  107.93  95.13  99.04 
CAD/USD avg exchange rate 1.3992  1.3636  1.3684  1.3488  1.3619  1.3410  1.3431  1.3520 
AECO gas ($/mcf) 1.46  0.81  1.44  2.05  2.66  2.39  2.35  4.34 
NYMEX gas (US$/mmbtu) 2.79  2.16  1.89  2.24  2.88  2.55  2.10  3.42 
Total sales, net of blending and other expense ($/boe) (2)
66.60  71.97  75.93  67.12  68.00  80.34  66.82  63.48 
Royalties ($/boe) (4)
(14.69) (15.75) (17.14) (15.26) (15.49) (17.33) (13.21) (11.94)
Operating expense ($/boe) (4)
(10.36) (11.76) (11.95) (12.65) (11.17) (12.57) (14.62) (14.40)
Transportation expense ($/boe) (4)
(2.35) (2.60) (2.37) (2.18) (2.02) (2.02) (1.78) (2.18)
Operating netback ($/boe) (2)
39.20  41.86  44.47  37.03  39.32  48.42  37.21  34.96 
Financial derivatives gain (loss) ($/boe) (4)
(0.15) 0.02  (0.16) 0.40  0.84  0.15  2.00  0.69 
Operating netback after financial derivatives ($/boe) (2)
39.05  41.88  44.31  37.43  40.16  48.57  39.21  35.65 
(1)Capital management measure. Refer to the Specified Financial Measures section in this MD&A for further information.
(2)Specified financial measure that does not have any standardized meaning prescribed by IFRS and may not be comparable with the calculation of similar measures presented by other entities. Refer to the Specified Financial Measures section in this MD&A for further information.
(3)Previously disclosed amounts have been revised to conform with current period presentation.
(4)Calculated as royalties expense, operating expenses, transportation expense or financial derivatives gain or loss divided by barrels of oil equivalent production volume for the applicable period.


Baytex Energy Corp.
2024 MD&A                                                     20

Our results for the previous eight quarters reflect the disciplined execution of our capital programs while oil and natural gas prices have fluctuated. Production steadily increased from 86,760 boe/d in Q1/2023 to 152,894 boe/d in Q4/2024 which reflects strong well performance from our development programs in Canada and the U.S. along with the production contribution from the Merger with Ranger.

Crude oil prices strengthened in Q3/2023 as a result of the announcement by OPEC+ of new production cuts, as well as the extension of voluntary production cuts by Saudi Arabia and Russia. This was reflected in our realized sales price of $80.34/boe for Q3/2023, which is our strongest realized pricing in the most recent eight quarters. Our realized price of $66.60/boe for Q4/2024 reflects lower crude oil prices due to concerns over weaker demand, higher inventories and slowing global economic activity.

Adjusted funds flow is directly impacted by our average daily production and changes in benchmark commodity prices which are the basis for our realized sales price. Adjusted funds flow(1) of $461.9 million and cash flows from operating activities of $468.9 million for Q4/2024 reflect strong production results from our development plans in the U.S. and Canada.

Net debt can fluctuate depending on the timing of exploration and development expenditures, changes in our adjusted funds flow and the closing CAD/USD exchange rate which is used to translate our U.S. dollar denominated debt. Net debt(1) increased to $2.4 billion at Q4/2024 from $1.0 billion at Q1/2023 as a result of additional $1.8 billion of debt used to fund the Merger which closed in Q2/2023. The change in net debt also reflects free cash flow(2) of $1.2 billion generated in the period since Q1/2023, along with $549.3 million allocated to shareholder returns.

(1)Capital management measure. Refer to the Specified Financial Measures section in this MD&A for further information.
(2)Specified financial measure that does not have any standardized meaning prescribed by IFRS and may not be comparable with the calculation of similar measures presented by other entities. Refer to the Specified Financial Measures section in this MD&A for further information.

ENVIRONMENTAL REGULATIONS

As a result of our involvement in the exploration for and production of oil and natural gas we are subject to various emissions, carbon and other environmental regulations. Refer to the AIF for the year ended December 31, 2024 for a full description of the risks associated with these regulations and how they may impact our business in the future.

Reporting Regulations

Environmental reporting for public enterprises continues to evolve and the Company may be subject to additional future disclosure requirements. The International Sustainability Standards Board ("ISSB") has issued an IFRS Sustainability Disclosure Standard with the objective to develop a global framework for environmental sustainability disclosure. The Canadian Sustainability Standards Board has released its first standards which are aligned with the ISSB release and include suggestions for Canadian-specific modifications. The Canadian Securities Administrators have also issued a proposed National Instrument 51-107 Disclosure of Climate-related Matters which sets forth additional reporting requirements for Canadian Public Companies. Baytex continues to monitor developments on these reporting requirements and has not yet quantified the cost to comply with these regulations.

OFF BALANCE SHEET TRANSACTIONS

We do not have any material financial arrangements that are excluded from the consolidated financial statements as at December 31, 2024, nor are any such arrangements outstanding as of the date of this MD&A.

CRITICAL ACCOUNTING ESTIMATES

The preparation of the consolidated financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, revenues and expenses. These judgments, estimates and assumptions are based on all relevant information available, including considerations related to various regulatory and legislative requirements, to the Company at the time of financial statement preparation. Actual results could be materially different from those estimates as the effect of future events cannot be determined with certainty. Revisions to estimates are recognized prospectively. The key areas of judgment or estimation uncertainty that have a significant risk of causing material adjustment to the reported amounts of assets, liabilities, revenues, and expenses are discussed below.

Reserves

The Company uses estimates of oil, natural gas and natural gas liquids ("NGL") reserves in the calculation of depletion, evaluating the recoverability of deferred income tax assets and in the determination of recoverable value estimates for non-financial assets. The process to estimate reserves is complex and requires significant judgment. Estimates of the Company's reserves are evaluated annually by independent qualified reserves evaluators and represent the estimated recoverable quantities of oil, natural gas and NGL reserves and the related cash flows. This evaluation of reserves is prepared in accordance with the reserves Baytex Energy Corp.


2024 MD&A 21

definition contained in National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities and the Canadian Oil and Gas Evaluation Handbook.

Estimates of economically recoverable oil, natural gas and NGL reserves and the related cash flows are based on a number of factors and assumptions. Changes to estimates and assumptions such as forecasted commodity prices, production volumes, capital and operating costs and royalty obligations could have a significant impact on reported reserves. Other estimates include ultimate reserve recovery, marketability of oil and natural gas and other geological, economic and technical factors. Changes in the Company's reserves estimates can have a significant impact on the calculation of depletion, the recoverability of deferred income tax assets and in the determination of recoverable value estimates for non-financial assets.

Business Combinations

Business combinations are accounted for using the acquisition method of accounting when the assets acquired meet the definition of a business in accordance with IFRS. The determination of the fair value assigned to assets acquired and liabilities assumed requires management to make assumptions and estimates. These assumptions or estimates used in determining the fair value of assets acquired and liabilities assumed could impact the amounts assigned to assets, liabilities and goodwill. The determination of the acquisition-date fair value measurement of oil and gas properties acquired represents the largest fair value estimate which is derived from the present value of expected cash flows associated with estimated acquired proved and probable oil and gas reserves prepared by an independent qualified reserve evaluator using assumptions as outlined under "reserves", on an after-tax basis and applying a discount rate. Assumptions used to arrive at the fair value of oil and gas properties are further verified by way of market comparisons and third party sources.

Cash-generating Units
The Company's oil and gas properties are aggregated into CGUs which are the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The aggregation of assets in CGUs requires management judgment and is based on geographical proximity, shared infrastructure and similar exposure to market risk.

Identification of Impairment and Impairment Reversal Indicators

Judgment is required to assess when indicators of impairment or impairment reversal exist and when a calculation of the recoverable amount is required. The CGUs comprising oil and gas properties are reviewed at each reporting date to assess whether there is any indication of impairment or impairment reversal. These indicators can be internal such as changes in estimated proved and probable oil and gas reserves ("CGU reserves") and internally estimated oil and gas resources, or external such as market conditions impacting discount rates or market capitalization. The assessment for each CGU considers significant changes in the forecasted cash flows including reservoir performance, the number of development locations and timing of development, forecasted commodity prices, production volumes, capital and operating costs and royalty obligations.

Measurement of Recoverable Amounts

If indicators of impairment or impairment reversal are determined to exist, the recoverable amount of an asset or CGU is calculated based on the higher of value-in-use ("VIU") and fair value less cost of disposal ("FVLCD"). These calculations require the use of estimates and assumptions including cash flows associated with proved and probable oil and gas reserves and the discount rate used to present value future cash flows. Any changes to these estimates and assumptions could impact the calculation of the recoverable amount and the carrying value of assets.

Asset Retirement Obligations

The Company's provision for asset retirement obligations is based on estimated costs to abandon and reclaim the wells and the facilities, the estimated time period during which these costs will be incurred in the future, and risk-free discount rates and inflation rates. The Company uses risk-free discount rates. The provision for asset retirement obligations represents management's best estimate of the present value of the future abandonment and reclamation costs required under current regulatory requirements.

Income Taxes

Tax regulations and legislation in the various jurisdictions in which the Company and its subsidiaries operate are subject to change and there are differing interpretations requiring management judgment. Deferred tax assets are recognized when it is considered probable that deductible temporary differences will be recovered in future periods, which requires management judgment. Deferred tax liabilities are recognized when it is considered probable that temporary differences will be payable to tax authorities in future periods, which requires management judgment. Income tax filings are subject to audit and re-assessment and changes in facts, circumstances and interpretations of the standards may result in a material change to the Company's provision for income taxes.



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SPECIFIED FINANCIAL MEASURES

In this MD&A, we refer to certain specified financial measures (such as free cash flow, operating netback, total sales, net of blending and other expense, heavy oil sales, net of blending and other expense, and average royalty rate) which do not have any standardized meaning prescribed by IFRS. While these measures are commonly used in the oil and natural gas industry, our determination of these measures may not be comparable with calculations of similar measures presented by other reporting issuers. This MD&A also contains the terms "adjusted funds flow" and "net debt" which are capital management measures. We believe that inclusion of these specified financial measures provides useful information to financial statement users when evaluating the financial results of Baytex.

Non-GAAP Financial Measures

Total sales, net of blending and other expense and heavy oil, net of blending and other expense

Total sales, net of blending and other expense and heavy oil, net of blending and other expense represent the total revenues and heavy oil revenues realized from produced volumes during a period, respectively. Total sales, net of blending and other expense is comprised of total petroleum and natural gas sales adjusted for blending and other expense. Heavy oil, net of blending and other expense is calculated as heavy oil sales less blending and other expense. We believe including the blending and other expense associated with purchased volumes is useful when analyzing our realized pricing for produced volumes against benchmark commodity prices.

The following table reconciles heavy oil, net of blending and other expense to amounts disclosed in the primary financial statements in the following table.
Three Months Ended
Years Ended December 31
($ thousands) December 31, 2024 September 30, 2024 December 31, 2023 2024 2023
Petroleum and natural gas sales $ 1,017,017  $ 1,074,623  $ 1,065,515  $ 4,208,955  $ 3,382,621 
Light oil and condensate (1)
(573,708) (647,587) (675,072) (2,485,060) (2,029,123)
NGL (1)
(56,764) (50,101) (57,027) (202,306) (145,997)
Natural gas sales (1)
(34,266) (26,076) (43,674) (118,567) (125,952)
Heavy oil sales $ 352,279  $ 350,859  $ 289,742  $ 1,403,022  $ 1,081,549 
Blending and other expense - heavy oil (2)
(80,148) (51,902) (62,296) (263,943) (224,802)
Heavy oil, net of blending and other expense $ 272,131  $ 298,957  $ 227,446  $ 1,139,079  $ 856,747 
(1)Component of petroleum and natural gas sales; see Note 14 Petroleum and Natural Gas Sales in the Consolidated Financial Statements for the year ended December 31, 2024 for further information.
(2)The portion of blending and other expense that relates to heavy oil sales for the applicable period.

Operating netback

Operating netback and operating netback after financial derivatives are used to assess our operating performance and our ability to generate cash margin on a unit of production basis. Operating netback is comprised of petroleum and natural gas sales, less blending expense, royalties, operating expense and transportation expense. Realized financial derivatives gains and losses are added to operating netback to provide a more complete picture of our financial performance as our financial derivatives are used to provide price certainty on a portion of our production.



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The following table reconciles operating netback and operating netback after realized financial derivatives to petroleum and natural gas sales.
Three Months Ended Years Ended December 31
($ thousands) December 31, 2024 September 30, 2024 December 31, 2023 2024 2023
Petroleum and natural gas sales $ 1,017,017  $ 1,074,623  $ 1,065,515  $ 4,208,955  $ 3,382,621 
Blending and other expense (80,148) (51,902) (62,296) (263,943) (224,802)
Total sales, net of blending and other expense $ 936,869  $ 1,022,721  $ 1,003,219  $ 3,945,012  $ 3,157,819 
Royalties (206,675) (223,800) (228,570) (880,086) (669,792)
Operating expense (145,690) (167,119) (164,873) (653,949) (570,839)
Transportation expense (33,110) (36,883) (29,744) (133,142) (89,306)
Operating netback $ 551,394  $ 594,919  $ 580,032  $ 2,277,835  $ 1,827,882 
Realized financial derivatives gain (loss) (1)
(2,115) 331  12,377  1,447  36,212 
Operating netback after realized financial derivatives $ 549,279  $ 595,250  $ 592,409  $ 2,279,282  $ 1,864,094 
(1)Realized financial derivatives gain or loss is a component of financial derivatives gain or loss; see Note 18 Financial Instruments and Risk Management in the consolidated financial statements for the year ended December 31, 2024 for further information.

Free cash flow

We use free cash flow to evaluate our financial performance and to assess the cash available for debt repayment, common share repurchases, dividends and acquisition opportunities. Free cash flow is comprised of cash flows from operating activities adjusted for changes in non-cash working capital, additions to exploration and evaluation assets, additions to oil and gas properties, payments on lease obligations, transaction costs, and cash premiums on derivatives.

Free cash flow is reconciled to cash flows from operating activities in the following table.
Three Months Ended Years Ended December 31
($ thousands) December 31, 2024 September 30, 2024 December 31, 2023 2024 2023
Cash flow from operating activities $ 468,865  $ 550,042  $ 474,452  $ 1,908,264  $ 1,295,731 
Change in non-cash working capital (13,428) (20,813) 14,971  17,922  220,895 
Transaction costs —  —  5,079  1,539  49,045 
Additions to exploration and evaluation assets —  —  1,271  —  — 
Additions to oil and gas properties (198,177) (306,332) (200,537) (1,256,633) (1,012,787)
Payments on lease obligations (2,422) (2,738) (4,451) (15,510) (11,527)
Cash premiums on derivatives —  —  —  —  2,263 
Free cash flow $ 254,838  $ 220,159  $ 290,785  $ 655,582  $ 543,620 
Non-GAAP Financial Ratios

Heavy oil, net of blending and other expense per bbl

Heavy oil, net of blending and other expense per bbl represents the realized price for produced heavy oil volumes during a period. Heavy oil, net of blending and other expense is a non-GAAP measure that is divided by barrels of heavy oil production volume for the applicable period to calculate the ratio. We use heavy oil, net of blending and other expense per bbl to analyze our realized heavy oil price for produced volumes against the WCS benchmark price.

Total sales, net of blending and other expense per boe

Total sales, net of blending and other per boe is used to compare our realized pricing to applicable benchmark prices and is calculated as total sales, net of blending and other expense (a non-GAAP financial measure) divided by barrels of oil equivalent production volume for the applicable period.



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Average royalty rate

Average royalty rate is used to evaluate the performance of our operations from period to period and is comprised of royalties divided by total sales, net of blending and other expense (a non-GAAP financial measure). The actual royalty rates can vary for a number of reasons, including the commodity produced, royalty contract terms, commodity price level, royalty incentives and the area or jurisdiction.

Operating netback per boe

Operating netback per boe is operating netback (a non-GAAP financial measure) divided by barrels of oil equivalent production volume for the applicable period and is used to assess our operating performance on a unit of production basis. Realized financial derivative gains and losses per boe are added to operating netback per boe to arrive at operating netback after financial derivatives per boe. Realized financial derivatives gains and losses are added to operating netback to provide a more complete picture of our financial performance as our financial derivatives are used to provide price certainty on a portion of our production.

Capital Management Measures

Net debt

We use net debt to monitor our current financial position and to evaluate existing sources of liquidity. We also use net debt projections to estimate future liquidity and whether additional sources of capital are required to fund ongoing operations. Net debt is comprised of our credit facilities and long-term notes outstanding adjusted for unamortized debt issuance costs, trade payables, share-based compensation liability, dividends payable, other long-term liabilities, cash, trade receivables, and prepaids and other assets.

The following table summarizes our calculation of net debt.
As at
($ thousands) December 31, 2024 September 30, 2024 December 31, 2023
Credit Facilities $ 324,346  $ 449,116  $ 848,749 
Unamortized debt issuance costs - Credit Facilities (1)
16,861  16,992  15,987 
Long-term notes 1,932,890  1,810,701  1,562,361 
Unamortized debt issuance costs - Long-term notes (1)
47,729  46,168  35,114 
Trade payables 512,473  584,696  477,295 
Share-based compensation liability 24,732  23,962  35,732 
Dividends payable 17,598  17,732  18,381 
Other long-term liabilities 20,887  19,582  19,147 
Cash (16,610) (21,311) (55,815)
Trade receivables (387,266) (375,942) (339,405)
Prepaids and other assets (76,468) (78,427) (83,259)
Net debt $ 2,417,172  $ 2,493,269  $ 2,534,287 
(1)Unamortized debt issuance costs were obtained from Note 8 Credit Facilities and Note 9 Long-term Notes from the Consolidated Financial Statements for the year ended December 31, 2024. These amounts represent the remaining balance of costs that were paid by Baytex at the inception of the contract.

Adjusted funds flow

Adjusted funds flow is used to monitor operating performance and the Company's ability to generate funds for exploration and development expenditures and settlement of abandonment obligations. Adjusted funds flow is comprised of cash flows from operating activities adjusted for changes in non-cash working capital, asset retirements obligations settled during the applicable period, transaction costs and cash premiums on derivatives.



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Adjusted funds flow is reconciled to amounts disclosed in the primary financial statements in the following table.
Three Months Ended Years Ended December 31
($ thousands) December 31, 2024 September 30, 2024 December 31, 2023 2024 2023
Cash flows from operating activities $ 468,865  $ 550,042  $ 474,452  $ 1,908,264  $ 1,295,731 
Change in non-cash working capital (13,428) (20,813) 14,971  17,922  220,895 
Asset retirement obligations settled 6,449  8,718  7,646  28,793  26,416 
Transaction costs —  —  5,079  1,539  49,045 
Cash premiums on derivatives —  —  —  —  2,263 
Adjusted funds flow $ 461,886  $ 537,947  $ 502,148  $ 1,956,518  $ 1,594,350 

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of December 31, 2024, an evaluation was conducted to determine the effectiveness of our “disclosure controls and procedures” (as defined in the United States by Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) and in Canada by National Instrument 52-109, Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109")) under the supervision of and with the participation of management, including the President and Chief Executive Officer and the Chief Financial Officer of Baytex (collectively the "certifying officers"). Based on that evaluation, the certifying officers concluded that our disclosure controls and procedures are effective to ensure that the information required to be disclosed in the reports that we file or submit under the Exchange Act or under Canadian securities legislation is (i) recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms and (ii) accumulated and communicated to our management, including the certifying officers, to allow timely decisions regarding the required disclosure.

It should be noted that while the certifying officers believe that our disclosure control and procedures provide a reasonable level of assurance that they are effective, they do not expect that our disclosure controls and procedures will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute assurance that the objectives of the control system are met.

Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over the Company's financial reporting. Internal control over our financial reporting is a process designed under the supervision of and with the participation of management, including the certifying officers, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even those systems determined to be effective can provide only reasonable assurance with respect to the financial statement preparation and presentation.

Management has assessed the effectiveness of our "internal control over financial reporting" as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act and as defined by NI 52-109. The assessment was based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management concluded that our internal control over financial reporting was effective as of December 31, 2024.

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their Report of Independent Registered Public Accounting Firm.

Changes in Internal Control over Financial Reporting

No changes were made to our internal control over financial reporting during the year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, the internal controls over financial reporting except for the matters described below.

Baytex previously excluded business processes acquired through the Merger with Ranger on June 20, 2023, from the Company's evaluation of internal control over financial reporting as permitted by applicable securities laws in Canada and the U.S. We completed the evaluation and integration of internal controls over financial reporting of Ranger during the second quarter of 2024.



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SELECTED ANNUAL INFORMATION
The following table summarizes key annual financial and operating information over the three most recently completed financial years.
($ thousands, except per common share amounts) 2024 2023 2022
Revenues, net of royalties 3,328,869  2,712,829  2,326,081 
Adjusted funds flow (1)
1,956,518  1,594,350  1,165,151 
Per common share - basic 2.44  2.26  2.09 
Per common share - diluted 2.42  2.26  2.07 
Net (loss) income 236,597  (233,356) 855,605 
Per common share - basic 0.29  (0.33) 1.53 
Per common share - diluted 0.29  (0.33) 1.52 
Dividends declared 71,985  37,519  — 
Per common share – basic 0.090  0.045  — 
Total assets 7,759,745  7,460,931  5,103,769 
Credit facilities - principal 341,207  864,736  385,394 
Long-term notes - principal 1,980,619  1,597,475  554,597 
Total sales, net of blending and other expense ($/boe) (2)
70.43  70.82  88.56 
Total production (boe/d) 153,048  122,154  83,519 
(1)Capital management measure. Refer to the Specified Financial Measures section in this MD&A for further information.
(2)Specified financial measure that does not have any standardized meaning prescribed by IFRS and may not be comparable with the calculation of similar measures presented by other entities. Refer to the Specified Financial Measures section in this MD&A for further information.




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FORWARD-LOOKING STATEMENTS

In the interest of providing our shareholders and potential investors with information regarding Baytex, including management's assessment of the Company’s future plans and operations, certain statements in this document are "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation (collectively, "forward-looking statements"). In some cases, forward-looking statements can be identified by terminology such as "anticipate", "believe", "continue", "could", "estimate", "expect", "forecast", "intend", "may", "objective", "ongoing", "outlook", "potential", "plan", "project", "should", "target", "would", "will" or similar words suggesting future outcomes, events or performance. The forward-looking statements contained in this document speak only as of the date of this document and are expressly qualified by this cautionary statement.

Specifically, this document contains forward-looking statements relating to but not limited to: that we can effectively allocate capital across our assets; our 2025 guidance for: exploration and development expenditures, average daily production, royalty rate and operating expense, transportation expense, general and administrative expense, cash interest expense, current income taxes, lease expenditures and asset retirement obligations settled; the existence, operation and strategy of our risk management program; that we intend to settle outstanding share based compensation awards in cash; the expected time to resolve the reassessment of our tax filings by the Canada Revenue Agency; our objective to maintain a strong balance sheet to execute development programs, deliver shareholder returns and optimize our portfolio through strategic acquisitions; that we may issue or repurchase debt or equity securities from time to time; our expectation that net debt will decline in 2025; our intent to fund certain financial obligations with cash flow from operations and the expected timing of the financial obligations. In addition, information and statements relating to reserves are deemed to be forward-looking statements, as they involve implied assessment, based on certain estimates and assumptions, that the reserves described exist in quantities predicted or estimated, and that the reserves can be profitably produced in the future. In addition, information and statements relating to reserves are deemed to be forward-looking statements, as they involve implied assessment, based on certain estimates and assumptions, that the reserves described exist in quantities predicted or estimated, and that the reserves can be profitably produced in the future.

These forward-looking statements are based on certain key assumptions regarding, among other things: oil and natural gas prices and differentials between light, medium and heavy crude oil prices; well production rates and reserve volumes; our ability to add production and reserves through our exploration and development activities; capital expenditure levels; our ability to borrow under our credit agreements; the receipt, in a timely manner, of regulatory and other required approvals for our operating activities; the availability and cost of labour and other industry services; interest and foreign exchange rates; the continuance of existing and, in certain circumstances, proposed tax and royalty regimes; our ability to develop our crude oil and natural gas properties in the manner currently contemplated; that we will have sufficient financial resources in the future to provide shareholder returns; and current industry conditions, laws and regulations continuing in effect (or, where changes are proposed, such changes being adopted as anticipated). Readers are cautioned that such assumptions, although considered reasonable by Baytex at the time of preparation, may prove to be incorrect.

Actual results achieved will vary from the information provided herein as a result of numerous known and unknown risks and uncertainties and other factors. Such factors include, but are not limited to: the risk of an extended period of low oil and natural gas prices (including as a result of tariffs); risks associated with our ability to develop our properties and add reserves; that we may not achieve the expected benefits of acquisitions and we may sell assets below their carrying value; the availability and cost of capital or borrowing; restrictions or costs imposed by climate change initiatives and the physical risks of climate change; the impact of an energy transition on demand for petroleum productions; availability and cost of gathering, processing and pipeline systems; retaining or replacing our leadership and key personnel; changes in income tax or other laws or government incentive programs; risks associated with large projects; risks associated with higher a higher concentration of activity and tighter drilling spacing; costs to develop and operate our properties; current or future controls, legislation or regulations; restrictions on or access to water or other fluids; public perception and its influence on the regulatory regime; new regulations on hydraulic fracturing; regulations regarding the disposal of fluids; risks associated with our hedging activities; variations in interest rates and foreign exchange rates; uncertainties associated with estimating oil and natural gas reserves; our inability to fully insure against all risks; risks associated with a third-party operating our Eagle Ford properties; additional risks associated with our thermal heavy crude oil projects; our ability to compete with other organizations in the oil and gas industry; risks associated with our use of information technology systems; adverse results of litigation; that our Credit Facilities may not provide sufficient liquidity or may not be renewed; failure to comply with the covenants in our debt agreements; risks associated with expansion into new activities; the impact of Indigenous claims; risks of counterparty default; impact of geopolitical risk and conflicts; loss of foreign private issuer status; conflicts of interest between the Company and its directors and officers; variability of share buybacks and dividends; risks associated with the ownership of our securities, including changes in market-based factors; risks for United States and other non-resident shareholders, including the ability to enforce civil remedies, differing practices for reporting reserves and production, additional taxation applicable to non-residents and foreign exchange risk; and other factors, many of which are beyond our control. These and additional risk factors are discussed in our Annual Information Form, Annual Report on Form 40-F and Management's Discussion and Analysis for the year ended December 31, 2024, to be filed with Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission not later than March 31, 2025 and in our other public filings.



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The above summary of assumptions and risks related to forward-looking statements has been provided in order to provide shareholders and potential investors with a more complete perspective on Baytex’s current and future operations and such information may not be appropriate for other purposes.

There is no representation by Baytex that actual results achieved will be the same in whole or in part as those referenced in the forward-looking statements and Baytex does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities law.

The future acquisition of our common shares pursuant to a share buyback (including through its NCIB), if any, and the level thereof is uncertain. Any decision to acquire Common Shares pursuant to a share buyback will be subject to the discretion of the Board and may depend on a variety of factors, including, without limitation, the Company's business performance, financial condition, financial requirements, growth plans, expected capital requirements and other conditions existing at such future time including, without limitation, contractual restrictions (including covenants contained in the agreements governing any indebtedness that the Company has incurred or may incur in the future, including the terms of the Credit Facilities) and satisfaction of the solvency tests imposed on the Company under applicable corporate law. There can be no assurance of the number of Common Shares that the Company will acquire pursuant to a share buyback, if any, in the future.

Baytex’s future shareholder distributions, including but not limited to the payment of dividends, if any, and the level thereof is uncertain. Any decision to pay dividends on the common shares (including the actual amount, the declaration date, the record date and the payment date in connection therewith and any special dividends) will be subject to the discretion of the Board of Directors of Baytex and may depend on a variety of factors, including, without limitation, Baytex’s business performance, financial condition, financial requirements, growth plans, expected capital requirements and other conditions existing at such future time including, without limitation, contractual restrictions and satisfaction of the solvency tests imposed on Baytex under applicable corporate law. Further, the actual amount, the declaration date, the record date and the payment date of any dividend is subject to the discretion of the Board of Directors of Baytex.

RISK FACTORS

We are focused on long-term strategic planning and have identified key risks, uncertainties and opportunities associated with our business that can impact the financial and operational results. Listed below is a description of these risks and uncertainties.

Risks Relating to Our Business and Operations

Crude oil and natural gas prices are volatile. An extended period of low oil and natural gas prices could have a material adverse effect on the Company's business, results of operations, or cash flows and financial condition

Our financial condition is substantially dependent on, and highly sensitive to, the prevailing prices of crude oil and natural gas. Low prices for crude oil and natural gas produced by us could have a material adverse effect on our operations, financial condition and the value and amount of our reserves.

Prices for crude oil and natural gas fluctuate in response to changes in the supply of, and demand for, crude oil and natural gas, market uncertainty and a variety of additional factors beyond our control. Crude oil prices are primarily determined by international supply and demand. Factors which affect crude oil prices include the actions of OPEC, OPEC+, the condition of the Canadian, United States, European and Asian economies, the impacts of geopolitical events, including the Russian Ukrainian war and conflicts and hostilities in the Middle East, the imposition of tariffs or other adverse economic or political development in the United States, Europe, the Middle East, Africa, South America or Asia, the impact of pandemics/epidemics, government regulation, the supply of crude oil in North America and internationally, the ability to secure adequate transportation for products, the availability of alternate fuel sources and weather conditions. Additionally, the occurrence or threat of terrorist attacks in the United States or other countries could adversely affect the global economy. Natural gas prices realized by us are affected primarily in North America by supply and demand, weather conditions, industrial demand, prices of alternate sources of energy and developments related to the market for liquefied natural gas.

In particular, tariffs or other restrictive measures or countermeasures affecting trade between Canada and the United States and between the United States and other countries, if implemented for any period of time, could have a significant impact on the market for oil and natural gas products, especially with respect to oil and gas produced in Canada, and could result in, among other things, price volatility, an increase to the cost of materials used in oil and gas operations, a relative weakening of the Canadian dollar, widening differentials, and decreased demand due to lower economic activity. For more information with respect to tariffs, see "Industry Conditions - Tariffs" in the AIF for the year ended December 31, 2024.

All of these factors are beyond our control and can result in a high degree of price volatility. Fluctuations in currency exchange rates further compound this volatility when commodity prices, which are generally set in U.S. dollars, are stated in Canadian dollars.



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2024 MD&A                                                     29

Our financial performance also depends on revenues from the sale of commodities which differ in quality and location from underlying commodity prices quoted on financial exchanges. Of particular importance are the price differentials between our light/medium crude oil and heavy crude oil (in particular the light/heavy differential) and quoted market prices. Not only are these discounts influenced by regional supply and demand factors, they are also influenced by other factors such as transportation costs, capacity and interruptions, refining demand, storage capacity, the availability and cost of diluents used to blend and transport product and the quality of the oil produced, all of which are beyond our control. In addition, there is not sufficient pipeline capacity for Canadian crude oil to access the American refinery complex or tidewater to access world markets and the availability of additional transport capacity via rail is more expensive and variable, therefore, the price for Canadian crude oil is very sensitive to pipeline and refinery outages, which contributes to this volatility.

There is a also a risk that refining capacity in the U.S. Gulf Coast may be insufficient to refine all of the light sweet crude oil being produced in the U.S. If light sweet crude oil production remains at current levels or continues to increase, demand for the light crude oil production from our U.S. operations could result in widening price discounts to the world crude prices.

Decreases to or prolonged periods of low commodity prices, particularly for oil, may negatively impact our ability to meet guidance targets, maintain our business and meet all of our financial obligations as they come due. It could also result in the shut-in of currently producing wells without an equivalent decrease in expenses due to fixed costs, a delay or cancellation of existing or future drilling, development or construction programs, un-utilized long-term transportation commitments and a reduction in the value and amount of our reserves.

We conduct assessments of the carrying value of our assets in accordance with IFRS. If crude oil and natural gas forecast prices change, the carrying value of our assets could be subject to revision and our net earnings could be adversely affected.

Our success is highly dependent on our ability to develop existing properties and add to our oil and natural gas reserves

Our oil and natural gas reserves are a depleting resource and decline as such reserves are produced. As a result, our long-term commercial success depends on our ability to find, acquire, develop and commercially produce oil and natural gas reserves. Future oil and natural gas exploration may involve unprofitable efforts, not only from unsuccessful wells, but also from wells that are productive but do not produce sufficient hydrocarbons to return a profit. Completion of a well does not assure a profit on the investment. Drilling hazards or environmental liabilities or damages and various field operating conditions could greatly increase the cost of operations and adversely affect the production from successful wells. Field operating conditions include, but are not limited to, delays or failure in obtaining governmental, landowner or other stakeholder approvals or consents, shut-ins of connected wells resulting from extreme weather conditions, insufficient storage or transportation capacity or other geological and mechanical conditions. While diligent well supervision and effective maintenance operations can contribute to maximizing production rates over time, production delays and declines from normal field operating conditions cannot be eliminated and can be expected to adversely affect revenue and cash flow from operating activities to varying degrees.
There is no assurance we will be successful in developing our reserves or acquiring additional reserves at acceptable costs. Without these reserves additions, our reserves will deplete and as a consequence production from and the average reserve life of our properties will decline, which may adversely affect our business, financial condition, results of operations and prospects.

The anticipated benefits of acquisitions may not be achieved and the Company may dispose of non-core assets for less than their carrying value on the financial statements

Acquisition of oil and gas properties is a key element of maintaining and growing reserves and production and the success of any acquisition will depend on several factors and involves potential risks and uncertainties. Competition for these assets has been and will continue to be intense. We may not be able to identify attractive acquisition opportunities. Even if we do identify attractive candidates, we may not be able to complete the acquisition or do so on commercially acceptable terms. Achieving the benefits of acquisitions depends on successfully consolidating functions and integrating operations and procedures in a timely and efficient manner and the Company's ability to realize the anticipated growth opportunities and synergies from combining the acquired businesses and operations with those of the Company. The integration of acquired businesses and assets may require substantial management effort, time and resources diverting management's focus from other strategic opportunities and operational matters. Additionally, significant acquisitions can change the nature of our operations and business if acquired properties have substantially different operating and geological characteristics or are in different geographic locations than our existing properties. To the extent that acquired properties are substantially different than our existing properties, our ability to efficiently realize the expected economic benefits of such transactions may be limited.

Even though we assess and review the properties we seek to acquire in a manner consistent with what we believe to be industry practice, such reviews are limited in scope, inexact and not capable of identifying all existing or potentially adverse conditions. As a result, the anticipated and desired benefits of an acquisition may not materialize, and may have a material and adverse effect on our business, financial performance and results of operations.



Baytex Energy Corp.
2024 MD&A                                                     30

Management continually assesses the value and contribution of its Company's assets. In this regard, non‑core assets may be periodically disposed of so that the Company can focus its efforts and resources more efficiently. Depending on the state of the market for such non-core assets, certain non-core assets of the Company, if disposed of, may realize less on disposition than their carrying value on the financial statements of the Company.

Availability and cost of capital or borrowing to maintain and/or fund future development and acquisitions

The business of exploring for, developing or acquiring reserves is capital intensive. If external sources of capital (including, but not limited to, debt and equity financing) become limited or unavailable on commercially reasonable terms, our ability to make the necessary capital investments to maintain or expand our oil and natural gas reserves may be impaired. Unpredictable financial markets and the associated credit impacts may impede our ability to secure and maintain cost effective financing and limit our ability to achieve timely access to capital on acceptable terms and conditions. If external sources of capital become limited or unavailable, our ability to make capital investments, continue our business plan, meet all of our financial obligations as they come due and maintain existing properties may be impaired.

Our ability to obtain additional capital is dependent on, among other things, a general interest in energy industry investments and, in particular, interest in our securities along with our ability to maintain our credit ratings. If we are unable to maintain our indebtedness and financial ratios at levels acceptable to our credit rating agencies, or should our business prospects deteriorate, our credit ratings could be downgraded. Additionally, from time to time, our securities may not meet the investment criteria or characteristics of a particular institutional or other investor, including institutional investors who are not willing or able to hold securities of oil and gas companies for reasons unrelated to financial or operational performance. This may include changes to market-based factors or investor strategies, including ESG, or responsible investing criteria/rankings (for example, ESG, social impact or environmental scores), the implementation of new financial market regulations and fossil fuel divestment initiatives undertaken by governments, pension funds and/or other institutional investors. These events would adversely affect the value of our outstanding securities and existing debt and our ability to obtain new financing, and may increase our borrowing costs.

In addition, companies in the oil and gas sector may be exposed to increasing reputational risks and, in turn, certain financial risks. Specifically, certain financial institutions, in response to concerns related to climate change and the requests and other influences of environmental groups and similar stakeholders, have elected to shift some or all of their investments and financing away from oil and gas related sectors. Additional financial institutions and other investors may elect to do likewise in the future or may impose more stringent conditions with respect to investments in, and financing of, oil and gas-related sectors. As a result, fewer financial institutions and other investors may be willing to invest in, and provide capital, to companies in the oil and gas sector.

From time to time, we may enter into transactions which may be financed in whole or in part with debt or equity. The level of our indebtedness, from time to time, could impair our ability to obtain additional financing on a timely basis to take advantage of business opportunities that may arise. Additionally, from time to time, we may issue securities from treasury in order to reduce debt, complete acquisitions and/or optimize our capital structure.

Restrictions and/or costs associated with regulatory initiatives to combat climate change and the physical risks of climate change may have a material adverse affect on our business

Regulatory and Policy Initiatives

Our exploration and production facilities and other operational activities emit GHGs. As such, GHG emissions regulation (including carbon taxes) enacted in jurisdictions where we operate will impact us. In addition, certain of our assets have a higher GHG emissions intensity than others and may be disproportionately impacted.

Negative consequences which could result from new GHG emissions regulation include, but are not limited to: increased operating costs, additional taxes, increased construction and development costs, additional monitoring and compliance costs, a requirement to redesign or retrofit current facilities, permitting delays, additional costs associated with the purchase of emission credits or allowances, the availability to use necessary third-party services and facilities that we rely on, and reduced demand for crude oil. Additionally, if GHG emissions regulation differs by region or type of production, all or part of our production could be subject to costs which are disproportionately higher than those of other producers.

The direct or indirect costs of compliance with GHG emissions regulation may have a material adverse affect on our business, financial condition, results of operations and prospects. At this time, it is not possible to predict whether compliance costs will have a material adverse affect on our financial condition, results of operations or prospects.

Although we provide for the necessary amounts in our annual capital budget to fund our currently estimated obligations, there can be no assurance that we will be able to satisfy our actual future obligations associated with GHG emissions from such funds. For more information on the evolution and status of climate change and related environmental legislation, see "Industry Conditions - Climate Change Regulation" in the AIF for the year ended December 31, 2024.



Baytex Energy Corp.
2024 MD&A                                                     31

Physical Risk

Climate change has been linked to extreme weather conditions. Extreme hot and cold weather, heavy snowfall, heavy rain fall, hurricanes, drought and wildfires may restrict our ability to access our properties, cause operational difficulties including damage to machinery and facilities. Extreme weather also increases the risk of personnel injury as a result of dangerous working conditions. Certain assets are located where they are exposed to forest fires, floods, heavy rains, hurricanes, drought and other extreme weather conditions which can lead to significant downtime, damage to such assets and/or increased costs of construction and maintenance. Moreover, extreme weather conditions may lead to disruptions in our ability to transport produced oil and natural gas as well as goods and services in our supply chain.

An energy transition that lessens demand for petroleum products may have an adverse affect on our business

A transition away from the use of petroleum products, which may include conservation measures, alternative fuel requirements, increasing consumer demand for alternatives to oil and natural gas and technological advances in fuel economy and renewable energy, could reduce demand for oil and natural gas. Certain jurisdictions have implemented policies or incentives to decrease the use of fossil fuels and encourage the use of renewable fuel alternatives, which may lessen demand for petroleum products and put downward pressure on commodity prices. In addition, advancements in energy efficient products have a similar effect on the demand for oil and gas products. The Company cannot predict the impact of changing demand for oil and natural gas products, and any major changes may have a material adverse effect on the Company's business and financial condition by decreasing its cash flow from operating activities and the value of its assets.

The amount of oil and natural gas that we can produce and sell is subject to the availability and cost of gathering, processing and pipeline systems

We deliver our products through gathering, processing and pipeline systems to which we do not own and purchasers of our products rely on third party infrastructure to deliver our products to market. The lack of access to capacity in any of the gathering, processing and pipeline systems could result in our inability to realize the full economic potential of our production or in a reduction of the price offered for our production. Alternately, a substantial decrease in the use of such systems can increase the cost we incur to use them. In addition, many of the pipeline systems that we use are controlled by a single company and rates are set through a regulatory process, as a result we are subject to the outcome of those regulatory processes. Any significant change in market factors, regulatory decisions or other conditions affecting these infrastructure systems and facilities, as well as any delays in constructing new infrastructure systems and facilities, could harm our business and, in turn, our financial condition.

Our operations in the United States are concentrated in the Eagle Ford shale of South Texas and as a result are highly exposed to the gulf coast refining complex and events which negatively impact the functioning of infrastructure in that area, including as a result of weather conditions, terrorism, local market changes, government regulation and taxation, including limits on the U.S.' ability to export crude oil, could harm our business and, in turn, our financial condition.
Access to the pipeline capacity for the export of crude oil from Canada has, at times, been inadequate for the amount of Canadian production being exported. This has resulted in significantly lower prices being realized by Canadian producers compared with the WTI price and the Brent price for crude oil. In addition, the pro-rationing of capacity on inter-provincial pipeline systems continues to affect the ability to export oil and natural gas from Canada. There can be no certainty that current investment in pipelines will provide sufficient long-term take-away capacity or that currently operating systems will remain in service. There is also no certainty that short-term operational constraints on pipeline systems, arising from pipeline interruption and/or increased supply of crude oil, will not occur.

There is no certainty that crude-by-rail transportation and other alternative types of transportation for our production will be sufficient to address any gaps caused by operational constraints on pipeline systems. In addition, our crude-by-rail shipments may be impacted by service delays, inclement weather, derailment or blockades and could adversely impact our crude oil sales volumes or the price received for our product. Crude oil produced and sold by us may be involved in a derailment or incident that results in legal liability or reputational harm.

A portion of our production may be processed through facilities controlled by third parties. From time to time these facilities may discontinue or decrease operations either as a result of normal servicing requirements or as a result of unexpected events. A discontinuance or decrease of operations could materially adversely affect our ability to process our production and to deliver the same for sale.



Baytex Energy Corp.
2024 MD&A                                                     32

Failure to retain or replace our leadership and key personnel may have an adverse affect on our business

Our success is dependent upon our management, our leadership capabilities and the quality and competency of our talent. Contributions of the existing management team to the immediate and near-term operations of the Company are likely to be of central importance. In addition, certain of the Company's current employees may have significant institutional knowledge that must be transferred to other employees prior to their departure from the workforce. If we are unable to retain key personnel and critical talent or to attract and retain new talent with the necessary leadership, professional and technical competencies, it could have a material adverse effect on our financial condition, results of operations and prospects.

Income tax laws or other laws or government incentive programs or regulations relating to our industry may in the future be changed or interpreted in a manner that adversely affects us and our Shareholders

Income tax laws and government incentive programs relating to the oil and gas industry may change in a manner that adversely affects our financial condition, results of operations and prospects.

In addition, tax authorities having jurisdiction over us or our Shareholders may disagree with the manner in which we calculate our income for tax purposes or could change their administrative practices to our detriment or the detriment of our Shareholders. We file all required income tax returns and believe that we are in full compliance with the applicable tax legislation. However, such returns are subject to audit and reassessment by the applicable taxation authority. At present, the Canadian tax authorities have reassessed the returns of certain of our subsidiaries. For further details, see "Legal Proceedings and Regulatory Actions" in the AIF for the year ended December 31, 2024. Any such reassessment may have an impact on current and future taxes payable. We believe appropriate provisions for current and deferred income taxes have been made in our consolidated financial statements; however, it is difficult to predict the outcome of audit findings by tax authorities. These findings may increase the amount of our tax liabilities and adversely affect our business, financial condition and results of operations.

We may participate in larger projects and may have more concentrated risk in certain areas of our operations

We have a variety of exploration, development and construction projects underway at any given time. Project delays may result in delayed revenue receipts and cost overruns may result in projects being uneconomic. Our ability to complete projects is dependent on general business, community relationships and market conditions as well as other factors beyond our control, including the availability of skilled labour and manpower, the availability and proximity of pipeline capacity and rail terminals, weather, environmental and regulatory matters, ability to access lands, availability of drilling and other equipment and supplies, and availability of processing capacity.

We could experience adverse impacts associated with a high concentration of activity and tighter drilling spacing

We are subject to drilling, completion and operating risks, including our ability to efficiently execute large-scale project development, as we could experience delays, curtailments and other adverse impacts associated with a high concentration of activity and tighter drilling spacing. A higher concentration of activity and tighter drilling spacing may increase the frequency of operational shut-ins and unintentional communication with other adjacent wells and reduce the total recoverable reserves from the reservoir.

Our financial performance is significantly affected by the cost of developing and operating our assets

Our development and operating costs are affected by a number of factors including, but not limited to: price inflation, increased costs due to tariffs, access to skilled and unskilled labour, availability of equipment, scheduling delays, trucking and fuel costs, failure to maintain quality construction standards, the cost of new technologies and supply chain disruptions. Labour costs, natural gas, electricity, water, diluent and chemicals are examples of some of the operating and other costs that are susceptible to significant fluctuation. Increases to development and operating costs could have a material adverse effect on our financial condition, results of operations or prospects.

Current or future controls, legislation or regulations applicable to the oil and gas industry could adversely affect us

Operations

The oil and gas industry is subject to extensive controls and regulations governing its operations (including land tenure, exploration, development, completion operations, including the use of hydraulic fracturing, production, refining, transportation and marketing) imposed by legislation enacted by various levels of government. All such controls, regulations and legislation are subject to revocation, amendment or administrative change, some of which have historically been material and in some cases materially adverse. The exercise of discretion by governmental authorities under existing controls, legislation or regulations, the implementation of new controls, legislation or regulations or the modification of existing controls, legislation or regulations affecting the oil and gas industry could reduce demand for crude oil and natural gas, increase our costs, or delay or restrict our operations, all of which would have a material adverse effect on our financial condition, results of operations or prospects. See "Industry Conditions" in the AIF for the year ended December 31, 2024.


Baytex Energy Corp.
2024 MD&A                                                     33

Environment

All phases of the oil and natural gas business present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of federal, state, provincial and local laws and regulations. Environmental legislation provides for, among other things, the initiation and approval of new oil and natural gas projects, and restrictions and prohibitions on the spill, release or emission of various substances produced in association with oil and natural gas industry operations. In addition, such legislation sets out the requirements with respect to oilfield waste handling and storage, habitat protection and the satisfactory operation, maintenance, abandonment and reclamation of well and facility sites. New environmental legislation at the federal, state, and provincial levels may increase uncertainty among oil and natural gas industry participants as the new laws are implemented, and the effects of the new rules and standards are felt in the oil and natural gas industry. See "Industry Conditions" in the AIF for the year ended December 31, 2024.

Compliance with environmental legislation can require significant expenditures and a breach of applicable environmental legislation may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liabilities and potentially increased capital expenditures and operating costs. The discharge of oil, natural gas or other pollutants into the air, soil or water may give rise to liabilities to governments and third parties and may require the Company to incur costs to remedy such discharge. Although the Company believes that it is in material compliance with current applicable environmental legislation, no assurance can be given that environmental compliance requirements will not result in a curtailment of production or a material increase in the costs of production, development or exploration activities or otherwise have a material adverse effect on the Company's business, financial condition, results of operations and prospects.

The Company may have to pay certain costs associated with abandonment and reclamation

The Company will need to comply with the terms and conditions of environmental and regulatory approvals and all legislation regarding the abandonment of its projects and reclamation of the project lands at the end of their economic life, which may result in substantial abandonment and reclamation costs. Any failure to comply with the terms and conditions of the Company's approvals and legislation may result in the imposition of fines and penalties, which may be material. Generally, abandonment and reclamation costs are substantial. The Company records a provision for abandonment and reclamation costs in its financial statements, this provision requires significant judgement and reflects the Company's best estimate of the costs to complete the required abandonment and reclamation work. Actual results may be significantly different than the estimated amounts.

Foreign Investment and Competition Act Legislation

In addition to regulatory requirements mentioned above, our business and financial condition could be influenced by federal legislation affecting, in particular, foreign investment, through legislation such as the Competition Act (Canada) and the Investment Canada Act (Canada) and the Hart-Scott-Rodino Antitrust Improvements Act in the United States.

Water use restrictions and/or limited access to water or other fluids may impact the Company's ability to fracture its wells or carry out waterflood operations

The Company undertakes or intends to undertake certain hydraulic fracturing, SAGD, CSS and waterflooding programs. To undertake such operations the Company needs to have access to sufficient volumes of water, or other liquids. There is no certainty that the Company will have access to the required volumes of water. In addition, in certain areas there may be restrictions on water use for activities such as hydraulic fracturing, SAGD, CSS and waterflooding. If the Company is unable to access such water it may not be able to undertake hydraulic fracturing, SAGD, CSS or waterflooding activities, which may reduce the amount of oil and natural gas that the Company is ultimately able to produce from its reserves.

Public perception and its influence on the regulatory regime

Concern over the impact of oil and gas development on the environment and climate change has received considerable attention in the media and recent public commentary, and the social value proposition of resource development is being challenged. Additionally, certain pipeline leaks, rail car derailments, major weather events and induced seismicity events have gained media, environmental and other stakeholder attention. Future laws and regulation may be impacted by such incidents, which could have a material adverse effect on our financial condition, results of operations or prospects.



Baytex Energy Corp.
2024 MD&A                                                     34

New regulations on hydraulic fracturing may lead to operational delays, increased costs and/or decreased production volumes

Hydraulic fracturing involves the injection of water, sand and small amounts of additives under pressure into rock formations to stimulate the production of oil and natural gas. Specifically, hydraulic fracturing enables the production of commercial quantities of oil and natural gas from reservoirs that were previously unproductive. Hydraulic fracturing has featured prominently in recent political, media and activist commentary on the subject of water usage, induced seismicity events and environmental damage. Any new laws, regulations or permitting requirements regarding hydraulic fracturing could lead to operational delays, increased operating costs, third party or governmental claims, and could increase the Company's costs of compliance and doing business as well as delay the development of oil and natural gas resources from shale formations, which are not commercial without the use of hydraulic fracturing, or could effectively prevent the development of crude oil and natural gas. Restrictions on hydraulic fracturing could also reduce the amount of oil and natural gas that we are ultimately able to produce from our reserves.

Regulations regarding the disposal of fluids used in the Company's operations may increase its costs of compliance or subject it to regulatory penalties or litigation

The safe disposal of hydraulic fracturing fluids (including the additives) and water recovered from oil and natural gas wells is subject to ongoing regulatory review by the federal, provincial and state governments, including its effect on fresh water supplies and the ability of such water to be recycled, amongst other things. While it is difficult to predict the impact of any regulations that may be enacted in response to such review, the implementation of stricter regulations may increase the Company's costs of compliance.

Our hedging activities may negatively impact our income and our financial condition

In response to fluctuations in commodity prices, foreign exchange and interest rates, we may utilize various derivative financial instruments and physical sales contracts to manage our exposure under a hedging program. The terms of these arrangements may limit the benefit to us of favourable changes in these factors, including receiving less than the market price for our production, and for certain assets will result in us paying royalties at a reference price which is higher than the hedged price. We may also suffer financial loss due to hedging arrangements if we are unable to produce oil or natural gas to fulfill our delivery obligations. There is also increased exposure to counterparty credit risk. To the extent that our current hedging agreements are beneficial to us, these benefits will only be realized for the period and for the commodity quantities in those contracts. In addition, there is no certainty that we will be able to obtain additional hedges at prices that have an equivalent benefit to us, which may adversely impact our revenues in future periods. For more information about our commodity hedging program, see "General Description of our Business - Marketing Arrangements and Forward Contracts" in the AIF for the year ended December 31, 2024.

Variations in interest rates and foreign exchange rates could adversely affect our financial condition

There is a risk that interest rates will increase. An increase in interest rates could result in a significant increase in the amount we pay to service debt and could have an adverse effect on our financial condition, results of operations and prospects.

World oil prices are quoted in United States dollars and the price received by Canadian producers is therefore affected by the Canada/U.S. foreign exchange rate that may fluctuate over time. A material increase in the value of the Canadian dollar may negatively impact our revenues. A substantial portion of our operations and production are in the United States and, as such, we are exposed to foreign currency risk on both revenues and costs to the extent the value of the Canadian dollar decreases relative to the U.S. dollar. In addition, we are exposed to foreign currency risk as a large portion of our indebtedness is denominated in U.S. dollars and the interest payable thereon is payable in U.S. dollars. Future Canada/U.S. foreign exchange rates could also impact the future value of our reserves as determined by our independent evaluator.

A decline in the value of the Canadian dollar relative to the United States dollar provides a competitive advantage to United States companies acquiring Canadian oil and gas properties and may make it more difficult for us to replace reserves through acquisitions.

There are numerous uncertainties inherent in estimating quantities of recoverable oil and natural gas reserves, including many factors beyond our control

The reserves estimates are estimates only. There are numerous uncertainties inherent in estimating quantities of reserves, including many factors beyond our control. In general, estimates of economically recoverable oil and natural gas reserves and the future net revenues therefrom are based upon a number of factors and assumptions made as of the date on which the reserves estimates were determined, such as geological and engineering estimates which have inherent uncertainties, the assumed effects of regulation by governmental agencies, historical production from the properties, initial production rates, production decline rates, the availability, proximity and capacity of oil and gas gathering systems, pipelines and processing facilities and estimates of future commodity prices and capital costs, all of which may vary considerably from actual results.



Baytex Energy Corp.
2024 MD&A                                                     35

All such estimates are, to some degree, uncertain and classifications of reserves are only attempts to define the degree of uncertainty involved. For these reasons, estimates of the economically recoverable oil and natural gas reserves attributable to any particular group of properties, the classification of such reserves based on risk of recovery and estimates of future net revenues expected therefrom, prepared by different engineers or by the same engineers at different times, may vary substantially. Our reserves as at December 31, 2024 are estimated using forecast prices and costs as set forth under "Statement of Reserves Data - Pricing Assumptions" in the AIF for the year ended December 31, 2024. If we realize lower prices for crude oil, natural gas liquids and natural gas and they are substituted for the estimated price assumptions, the present value of estimated future net revenues for our reserves and net asset value would be reduced and the reduction could be significant. Our actual production, revenues, royalties, taxes and development, abandonment and operating expenditures with respect to our reserves will likely vary from such estimates, and such variances could be material.

Estimates of reserves that may be developed and produced in the future are often based upon volumetric calculations and upon analogy to similar types of reserves, rather than upon actual production history. Reserve reports based on these methods are generally less reliable than those based on actual production history. Subsequent evaluation of the same reserves based upon production history will result in variations in the previously estimated reserves and such variances could be material.

Acquiring, developing and exploring for oil and natural gas involves many physical hazards. We have not insured and cannot fully insure against all risks related to our operations

Our crude oil and natural gas operations are subject to all of the risks normally incidental to the: (i) storing, transporting, processing, refining and marketing of crude oil, natural gas and other related products; (ii) drilling and completion of crude oil and natural gas wells; including horizontal multi-well pad developments; and (iii) operation and development of crude oil and natural gas properties, including, but not limited to: encountering unexpected formations or pressures, premature declines of reservoir pressure or productivity, blowouts, fires, explosions, equipment failures and other accidents, gaseous leaks, uncontrollable or unauthorized flows of crude oil, natural gas or well fluids, migration of harmful substances, oil spills, corrosion, adverse weather conditions, pollution, acts of vandalism, theft and terrorism and other adverse risks to the environment.

If any of the foregoing risks were to materialize, we could sustain material losses as a result of injury or loss of life, damage to, or destruction of, property, natural resources or equipment, including the costs of repair or replacement, pollution or other environmental harm, interruptions to our ongoing operations, including the reduction or shutting-in of existing production, regulatory investigations and administrative, civil and criminal penalties, and limitation or suspension of current or future operations.

Although we maintain insurance in accordance with customary industry practice, we are not fully insured against all of these risks nor are all such risks insurable and in certain circumstances we may elect not to obtain insurance to deal with specific risks due to the high premiums associated with such insurance or other reasons. In addition, the nature of these risks is such that liabilities could exceed policy limits, in which event we could incur significant costs that could have a material adverse effect on our business, financial condition, results of operations and prospects.

We are not the operator of a significant portion of our drilling locations in the Eagle Ford and, therefore, we will not be able to control the timing of development, associated costs or the rate of production of that acreage

ConocoPhillips is the operator of a significant portion of our Eagle Ford acreage which is located in the Karnes and Atascosa counties and we are reliant upon ConocoPhillips to operate successfully. ConocoPhillips will make decisions based on its own best interest and the collective best interest of all of the working interest owners of this acreage, which may not be in our best interest. We have a limited ability to exercise influence over the operational decisions of ConocoPhillips, including the setting of capital expenditure budgets and determination of drilling locations and schedules. The success and timing of development activities, operated by ConocoPhillips, will depend on a number of factors that will largely be outside of our control, including the timing and amount of capital expenditures, ConocoPhillips's expertise and financial resources, approval of other participants in drilling wells, selection of technology, and the rate of production of reserves.

To the extent that the capital expenditure requirements related to our Eagle Ford acreage exceeds our budgeted amounts, it may reduce the amount of capital we have available to invest in our other assets. We have the ability to elect whether or not to participate in well locations proposed by ConocoPhillips on an individual basis. If we elect to not participate in a well location, we forgo any revenue from such well until ConocoPhillips has recouped, from our working interest share of production from such well, 300% to 500% of our working interest share of the cost of such well.



Baytex Energy Corp.
2024 MD&A                                                     36

Our thermal heavy oil projects face additional risks compared to conventional oil and gas production

Our thermal heavy oil projects are capital intensive projects which rely on specialized production technologies. Certain current technologies for the recovery of heavy oil, such as CSS and SAGD, are energy intensive, requiring significant consumption of natural gas and other fuels in the production of steam that is used in the recovery process. The amount of steam required in the production process varies and therefore impacts costs. The performance of the reservoir can also affect the timing and levels of production using new technologies. A large increase in recovery costs could cause certain projects that rely on CSS, SAGD or other new technologies to become uneconomic, which could have an adverse effect on our financial condition and our reserves. There are risks associated with growth and other capital projects that rely largely or partly on new technologies and the incorporation of such technologies into new or existing operations. The success of projects incorporating new technologies cannot be assured.

Project economics and our earnings may be reduced if increases in operating costs are incurred. Factors which could affect operating costs include, without limitation: the costs imposed by GHG emissions regulations, labour costs, the cost of catalysts and chemicals, the cost of natural gas and electricity, water handling and availability, power outages, produced sand causing issues of erosion, hot spots and corrosion, reliability of facilities, maintenance costs, the cost to transport sales products and the cost to dispose of certain by-products.

We may be unable to compete successfully with other organizations in the oil and natural gas industry, or obtain required vendor services to compete

The oil and natural gas industry is highly competitive in all of its phases. The Company competes with numerous other entities in the exploration for, and the development, production and marketing of, oil and natural gas, as well as for capital, acquisitions of reserves and/or resources, undeveloped lands, skilled/qualified labour, access to drilling rigs, service rigs and other equipment and materials such as drilling rigs, hydraulic fracturing pumping equipment and related skilled personnel, access to processing facilities, pipeline and refining capacity, as well as many other services, and in many other respects, with a substantial number of other organizations, many of which may have greater technical and financial resources than the Company. As a result, such competition can significantly increase costs and some of the Company's competitors may have greater opportunities and be able to access, services or vendors that the Company is not able to access, thereby limiting its ability to compete.

Our information technology systems are subject to certain risks

We utilize and have become increasingly dependent upon a number of information technology systems for the administration and management of our business and are subject to a variety of information technology and system risks as a part of our normal course operations, including potential breakdown, invasion, virus, cyber-attack, cyber-fraud, security breach, and destruction or interruption of the Company's information technology systems by third parties or insiders. If our ability to access and use these systems is interrupted and cannot be quickly and easily restored then such event could have a material adverse effect on us. Furthermore, although the Company has security measures and controls in place to mitigate these risks, a breach of its security measures and/or a loss of information could occur and result in a loss of material and confidential information and reputation, breach of privacy laws, and/or disruption to business activities. The significance of any such event is difficult to quantify but may in certain circumstances be material and could have a material adverse effect on the Company's business, financial condition and results of operations. In addition, our vendors, suppliers and other businesses partners may separately suffer disruptions as a result of such security breaks which may directly or indirectly affect our business activities.

Adverse results from litigation may have an adverse affect on our business and reputation

In the normal course of our operations, we currently are and from time to time in the future may become involved in, be named as a party to, or be the subject of, various legal proceedings, including regulatory proceedings, tax proceedings and legal actions. Potential litigation may develop in relation to personal injuries, including resulting from exposure to hazardous substances, property damage, property taxes, land and access rights, and environmental issues, including claims relating to contamination or natural resource damages and contract disputes. The outcome with respect to outstanding, pending or future proceedings cannot be predicted with certainty and may be determined adversely to us and could have a material adverse effect on our assets, liabilities, business, financial condition and results of operations. Even if we prevail in any such legal proceedings, the proceedings could be costly and time-consuming and may divert the attention of management and key personnel from business operations, which could have an adverse effect on our financial condition. For further details, see "Legal Proceedings and Regulatory Actions" in the AIF for the year ended December 31, 2024.



Baytex Energy Corp.
2024 MD&A                                                     37

Our Credit Facilities may not provide sufficient liquidity and a failure to renew our Credit Facilities at maturity could adversely affect our financial condition

Our Credit Facilities and any replacement credit facilities may not provide sufficient liquidity. The amounts available under our Credit Facilities may not be sufficient for future operations, or we may not be able to obtain additional financing on economic terms, if at all. There can be no assurance that the amount of our Credit Facilities will be adequate for our future financial obligations, including future capital expenditures, or that we will be able to obtain additional funds. In the event we are unable to refinance our debt obligations, it may impact our ability to fund ongoing operations. In the event that the Credit Facilities are not extended prior to maturity, indebtedness under the Credit Facilities will be repayable at that time. There is also a risk that the Credit Facilities will not be renewed for the same amount or on the same terms. See "Description of Capital Structure" in the AIF for the year ended December 31, 2024.

Failure to comply with the covenants in the agreements governing our debt, including our obligation to repay the Senior Notes at maturity, could adversely affect our financial condition

We are required to comply with the covenants in our Credit Facilities and the Senior Notes. If we fail to comply with such covenants, are unable to repay or refinance amounts owned at maturity or pay the debt service charges or otherwise commit an event of default, such as bankruptcy, it could result in the seizure and/or sale of our assets by our creditors. The proceeds from any sale of our assets would be applied to satisfy amounts owed to the secured creditors and then unsecured creditors. Only after the proceeds of that sale were applied towards our debt would the remainder, if any, be available for the benefit of our Shareholders.

Expansion into New Activities

Our operations and the expertise of our management are currently focused primarily on oil and natural gas production, exploration and development in the Provinces of Alberta and Saskatchewan and the State of Texas. In the future, we may acquire or move into new industry related activities or new geographical areas and may acquire different energy-related assets. As a result, we may face unexpected risks or, alternatively, our exposure to one or more existing risk factors may be significantly increased, which may in turn result in our future operational and financial conditions being adversely affected.

Indigenous Land and Rights Claims

Opposition by Indigenous groups to the conduct of the Company's operations, development or exploratory activities in any of the jurisdictions in which the Company conducts business may negatively impact it in terms of public perception, diversion of management's time and resources, and legal and other advisory expenses, and could adversely impact the Company's progress and ability to explore and develop properties.

Indigenous peoples have claimed Indigenous rights and title in portions of Western Canada. We are not aware that any claims have been made in respect of our properties and assets. However, if a claim arose and was successful, such claim may have a material adverse effect on our business, financial condition, results of operations and prospects. In addition, the process of addressing such claims, regardless of the outcome, is expensive and time consuming and could result in delays in the construction of infrastructure systems and facilities which could have a material adverse effect on our business and financial results.

We are subject to risk of default by the counterparties to our contracts and our counterparties may deem us to be a default risk

We are subject to the risk that counterparties to our risk management contracts, marketing arrangements and operating agreements and other suppliers of products and services may default on their obligations under such agreements or arrangements, including as a result of liquidity requirements or insolvency. Furthermore, low oil and natural gas prices increase the risk of bad debts related to our joint venture and industry partners. A failure by such counterparties to make payments or perform their operational or other obligations to us may adversely affect our results of operations, cash flow from operating activities and financial position. Conversely, our counterparties may deem us to be at risk of defaulting on our contractual obligations. These counterparties may require that we provide additional credit assurances by prepaying anticipated expenses or posting letters of credit, which would decrease our available liquidity and increase our costs.



Baytex Energy Corp.
2024 MD&A                                                     38

Geopolitical risk and conflicts in or around major oil and gas producing nations can significantly impact commodity prices and, therefore the financial condition of the oil and gas industry

Existing or future conflicts in major oil and gas producing nations and the international response may have potential wide-ranging consequences for global market volatility and economic conditions, including affecting crude oil and natural gas prices. Financial and trade sanctions that may be imposed against countries involved in such conflicts may have continued far-reaching effects on the global economy, energy and commodity prices. The short-, medium- and long-term implications of any such conflicts is difficult to predict with any degree of certainty. Depending on the extent, duration, and severity of such conflict(s), it may have the effect of heightening many of the other risks described herein, including, without limitation, risks relating to global market volatility and economic conditions; cybersecurity threats; crude oil and natural gas prices; inflationary pressures, interest rates and costs of capital; change in trade relations and policies, including the potential for tariffs; and supply chains and cost-effective and timely transportation.

The Company could lose its status as a "foreign private issuer" in the United States

The Company is required to assess its "foreign private issuer" ("FPI") status under U.S. securities laws on an annual basis at the end of its second quarter. While the Company currently qualifies as an FPI, it could lose its FPI status in the future. If the Company were to lose its status as an FPI it would be required to fully comply with both U.S. and Canadian securities and accounting requirements applicable to domestic issuers in each country. In addition, if the Company loses its FPI status, it would be required to report as a U.S. domestic issuer and be subject to other U.S. securities laws applicable to U.S. domestic issuers. The regulatory and compliance costs to the Company under U.S. securities laws as a U.S. domestic issuer may be significantly greater than the costs the Company incurs as a foreign private issuer. For example, as a U.S. domestic issuer, the Company would be required to file periodic reports and registration statements with the SEC on U.S. domestic issuer forms, which are more detailed and extensive in certain respects than the forms available to the Company as a foreign private issuer. The Company would also be required to report its oil and gas reserves and production information in accordance with applicable U.S. disclosure requirements. Such conversion and modifications would involve additional costs and may restrict the Company’s access to capital markets for a period of time until it has satisfied SEC reporting requirements. In addition, the Company may lose its ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to FPIs, which could also increase its costs.

Conflicts of interest may arise between the Company and its directors and officers

Circumstances may arise where directors and officers of the Company are directors or officers of other companies involved in the oil and gas industry which are in competition to, or otherwise in conflict with, the interests of the Company. Directors are required to abstain from voting on matters when they are in conflict. Employees, including officers, are not permitted to partake in activities that do not support the best interests of the Company. Where employee conflicts exist, they are to be provided in writing to our Human Resources Department, which discloses all conflicts to Chief Legal Officer. See "Directors and Officers – Conflicts of Interest" in the AIF for the year ended December 31, 2024 and the Company’s Code of Business Conduct and Ethics at www.baytexenergy.com.

Risks Related to Ownership of our Securities

Changes in market-based factors may adversely affect the trading price of the Common Shares

The market price of our Common Shares is sensitive to a variety of market-based factors including, but not limited to, commodity prices, interest rates, foreign exchange rates, the decision of certain indices to include our Common Shares and the comparability of the Common Shares to other securities. Any changes in these market-based factors may adversely affect the trading price of the Common Shares.

Forward-Looking Information rely upon assumptions which may not prove correct

Shareholders and prospective investors are cautioned not to place undue reliance on our forward-looking information. By its nature, forward-looking information involves numerous assumptions, known and unknown risks and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking information or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate.



Baytex Energy Corp.
2024 MD&A                                                     39

Dividends on the Company's Common Shares and Common Share repurchases are variable

The future acquisition by the Company of Common Shares pursuant to a share buyback (including through its NCIB) and the payment of dividends, if any, and the level thereof is uncertain. Any decision to acquire Common Shares pursuant to a share buyback or to pay dividends will be subject to the discretion of the Board and may depend on a variety of factors, including, without limitation, the Company's business performance, financial condition, financial requirements, commodity prices, growth plans, expected capital requirements and other conditions existing at such future time including, without limitation, contractual restrictions and satisfaction of the solvency tests imposed on the Company under applicable corporate law. In the future, there can be no assurance of the number of Common Shares that the Company will acquire pursuant to a share buyback and there can be no assurance that dividends will be paid or, if paid the amount of such dividends.

Certain Risks for United States and other non-resident Shareholders

The ability of investors resident in the United States to enforce civil remedies is limited

We are a corporation incorporated under the laws of the Province of Alberta, Canada, our principal office is located in Calgary, Alberta and a substantial portion of our assets are located outside the United States. Most of our directors and officers and the representatives of the experts who provide services to us (such as our auditors and our independent qualified reserves evaluators), and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors in the United States to effect service of process within the United States upon such directors, officers and representatives of experts who are not residents of the United States or to enforce against them judgments of the United States courts based upon civil liability under the United States federal securities laws or the securities laws of any state within the United States. There is doubt as to the enforceability in Canada against us or any of our directors, officers or representatives of experts who are not residents of the United States, in original actions or in actions for enforcement of judgments of United States courts of liabilities based solely upon the United States federal securities laws or securities laws of any state within the United States.

Canadian and United States practices differ in reporting reserves and production and our estimates may not be comparable to those of companies in the United States

We report our production and reserves quantities in accordance with Canadian practices and specifically in accordance with NI 51-101. These practices are different from the practices used to report production and to estimate reserves in reports and other materials filed with the SEC by companies in the United States.

We incorporate additional information with respect to production and reserves which is either not required to be included or prohibited under rules of the SEC and practices in the United States. We follow the Canadian practice of reporting gross production and reserve volumes (before deduction of Crown and other royalties). We also follow the Canadian practice of using forecast prices and costs when we estimate our reserves, whereas the SEC rules require that a 12-month average price, calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period, be utilized.

We have included estimates of proved reserves and proved plus probable reserves. Probable reserves have a lower certainty of recovery than proved reserves. The SEC requires oil and gas issuers in their filings with the SEC to disclose only proved reserves but permits the optional disclosure of probable reserves. The SEC definitions of proved reserves and probable reserves are different than NI 51-101; therefore, proved, probable and proved plus probable reserves disclosed may not be comparable to United States standards.

As a consequence of the foregoing, our reserves estimates and production volumes may not be comparable to those made by companies utilizing United States reporting and disclosure standards.

There is additional taxation applicable to non-residents

Tax legislation in Canada may impose withholding or other taxes on the cash dividends, stock dividends or other property transferred by us to non-resident shareholders. These taxes may be reduced pursuant to tax treaties between Canada and the non-resident shareholder's jurisdiction of residence. Evidence of eligibility for a reduced withholding rate must be filed by the non-resident shareholder in prescribed form with their broker (or in the case of registered shareholders, with the transfer agent). In addition, the country in which the non-resident shareholder is resident may impose additional taxes on such dividends. Any of these taxes may change from time to time.

EX-99.4 5 a994-2024asc932.htm EX-99.4 Document
Baytex Energy Corp.                                            
Supplemental Disclosures about Extractive Activities - Oil and Gas (unaudited)
December 31, 2024


Exhibit 99.4

The following disclosures have been prepared by Baytex Energy Corp. (“Baytex” or the “Company”) in accordance with Accounting Standards Codification 932 “Extractive Activities - Oil & Gas” (“ASC 932”) issued by the Financial Accounting Standards Board. The standard requires the use of a 12 month average price to estimate proved reserves calculated as the unweighted arithmetic average of first-day-of-the-month prices within the 12 month period prior to the end of the reporting period.

Petroleum and Natural Gas Reserves Information

Users of this information should be aware that the process of estimating quantities of "proved developed" and "proved undeveloped" crude oil, natural gas liquids, bitumen and natural gas is very complex, requiring significant subjective decisions in the evaluation of all available geological, engineering and economic data for each reservoir. The data for a given reservoir may change substantially over time as a result of numerous factors including, but not limited to, additional development activity, evolving production history, and continual reassessment of the viability of production under varying economic conditions. Consequently, material revisions to existing reserve estimates occur from time to time. Although every reasonable effort is made to ensure that reserve estimates reported represent the most accurate assessments possible, the significance of the subjective decisions required and variances in available data for reservoirs make these estimates generally less precise than other estimates presented in connection with financial statement disclosures. Future fluctuations in prices and costs, production rates, or changes in political or regulatory environments could cause the Company's reserves to be materially different from that presented.

Proved petroleum and natural gas reserves are the estimated quantities of crude oil, natural gas and natural gas liquids (“NGL”) that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions.

Proved developed petroleum and natural gas reserves are reserves that can be expected to be recovered through existing wells with existing equipment and operating methods, which may require future expenditures.

Proved undeveloped petroleum and natural gas reserves are reserves that are expected to be recovered from known accumulations where a future expenditure is required.

Proved reserves and production volumes are presented net of royalties. Such royalties are subject to change by legislation or regulation and can also vary depending on production rates, selling prices and timing of initial production. Figures reported as natural gas reserves and production volumes do not include flared gas, injected gas or gas consumed in operations. All natural gas reserves and production volumes presented are sales volumes. Undrilled locations underlying the estimates of our proved undeveloped reserves as of December 31, 2023 and 2024 are included in a development plan that was adopted by Baytex for the applicable year as a result of our annual long-range planning process and associated corporate financial model and all such locations were scheduled to be drilled within five years of the initial development plan adoption date.

The changes in Baytex's net proved crude oil, NGL, bitumen and natural gas reserves under constant prices and costs for the two-year period ended December 31, 2024 were as follows:
Canada United States
Crude Oil NGL Bitumen Natural
Gas
Crude Oil NGL Bitumen Natural
Gas
(mbbl) (mbbl) (mbbl) (mmcf) (mbbl) (mbbl) (mbbl) (mmcf)
Net proved reserves
December 31, 2022 92,009  6,579  4,465  98,790  31,008  46,317  —  136,940 
Revisions of previous estimates (5,696) 529  (400) (7,097) (7,169) (20,990) —  (59,141)
Improved recovery —  —  —  —  —  —  —  — 
Purchases of minerals in place —  —  —  83,302  20,189  —  116,270 
Extensions and discoveries 12,276  2,240  —  9,300  14,226  4,690  —  25,681 
Production (14,940) (694) (585) (15,568) (9,961) (3,828) —  (18,776)
Sales of minerals in place (10,740) (12) —  (247) —  —  —  — 
December 31, 2023 72,915  8,642  3,480  85,177  111,406  46,378  —  200,974 
Revisions of previous estimates 3,307  (89) —  (6,648) 4,127  (5,771) —  (25,394)
Improved recovery —  —  —  —  —  —  —  — 
Purchases of minerals in place 349  —  —  —  —  —  —  — 
Extensions and discoveries 21,078  5,640  —  25,695  13,772  16,643  —  57,236 
Production (16,372) (930) (769) (13,908) (14,998) (5,253) —  (28,134)
Sales of minerals in place (143) (5) (2,711) (24) (130) (47) —  (267)
December 31, 2024 81,133  13,257  —  90,292  114,176  51,951  —  204,414 
Net proved developed reserves
End of year 2022 46,815  2,436  898  63,494  19,681  20,725  —  60,453 
End of year 2023 39,600  3,000  1,564  52,779  54,893  27,460  —  114,346 
End of year 2024 42,651  3,646  —  44,168  55,057  25,526  —  104,228 
1

Baytex Energy Corp.                                            
Supplemental Disclosures about Extractive Activities - Oil and Gas (unaudited)
December 31, 2024


Canada United States
Crude Oil NGL Bitumen Natural
Gas
Crude Oil NGL Bitumen Natural
Gas
(mbbl) (mbbl) (mbbl) (mmcf) (mbbl) (mbbl) (mbbl) (mmcf)
Net proved undeveloped reserves
End of year 2022 45,194  4,143  3,567  35,295  11,327  25,592  —  76,487 
End of year 2023 33,314  5,641  1,916  32,398  56,513  18,918  —  86,628 
End of year 2024 38,482  9,611  —  46,124  59,119  26,425  —  100,186 
Total
Crude Oil NGL Bitumen Natural
Gas
Total
(mbbl) (mbbl) (mbbl) (mmcf) (mboe)
Net proved reserves
December 31, 2022 123,017  52,895  4,465  235,729  219,666 
Revisions of previous estimates (12,865) (20,461) (400) (66,238) (44,766)
Improved recovery —  —  —  —  — 
Purchases of minerals in place 83,308  20,189  —  116,270  122,875 
Extensions and discoveries 26,502  6,930  —  34,981  39,262 
Production (24,901) (4,522) (585) (34,344) (35,732)
Sales of minerals in place (10,740) (12) —  (247) (10,793)
December 31, 2023 184,321  55,019  3,480  286,151  290,512 
Revisions of previous estimates 7,434  (5,860) —  (32,043) (3,767)
Improved recovery —  —  —  —  — 
Purchases of minerals in place 349  —  —  —  349 
Extensions and discoveries 34,850  22,283  —  82,931  70,955 
Production (31,370) (6,184) (769) (42,042) (45,330)
Sales of minerals in place (273) (52) (2,711) (291) (3,084)
December 31, 2024 195,309  65,208  —  294,707  309,635 
Net proved developed reserves
End of year 2022 66,496  23,160  898  123,947  111,213 
End of year 2023 94,493  30,461  1,564  167,125  154,372 
End of year 2024 97,708  29,172  —  148,397  151,612 
Net proved undeveloped reserves
End of year 2022 56,521  29,735  3,567  111,782  108,453 
End of year 2023 89,827  24,559  1,916  119,026  136,140 
End of year 2024 97,601  36,036  —  146,310  158,022 

Revisions of Previous Estimates

In 2023, the Company realized total net proved revisions of negative 44,766 mboe. These revisions consisted of: (i) negative revisions of 2,809 mboe in Canada and 1,245 mboe in the U.S. due to a decrease in YE 2023 constant pricing as compared to YE 2022 (WTI decreased to US$78.21/bbl from US$94.14/bbl), (ii) positive revisions of 807 mboe in our Canadian assets as a result of improved performance as compared to previous forecasts, well design changes and changes to operating costs, (iii) negative revisions of 5,877 mboe in our non-operated Eagle Ford assets due to lower performance as compared to previous forecasts and changes in plans for undeveloped locations, and (iv) negative revisions of 30,866 mboe in our non-operated Eagle Ford assets and 4,776 mboe in our Viking assets associated with proved undeveloped locations that were not developed within five years of being booked and so are required to be removed by SEC rules.

In 2024, the Company realized total proved revisions of negative 3,767 mboe. These revisions consisted of: (i) negative revisions of 3,726 mboe in Canada and negative 782 mboe in the U.S. due to a decrease in YE 2024 constant pricing as compared to YE 2023 (WTI decreased to US$76.32/bbl from US$78.21/bbl, Henry Hub decreased to US$2.07/MMBtu from US$2.59/MMBtu), (ii) positive revisions of 6,797 mboe in our Canadian assets as a result of improved performance as compared to previous forecasts, well design changes and changes to operating costs, (iii) positive revisions of 460 mboe in our Eagle Ford assets due to improved performance as compared to previous forecasts, and (iv) negative revisions of 5,554 mboe in our non-operated Eagle Ford assets and 963 mboe in our Viking assets associated with proved undeveloped locations that were not developed within five years of being booked and so are required to be removed by SEC rules.

Purchases of minerals in place

In 2023, the Company acquired 122,875 mboe of reserves primarily in the U.S. in connection with the Company’s acquisition of Ranger Oil. In 2024, the Company acquired 349 mboe of oil reserves in the Peace River region in Canada.

2

Baytex Energy Corp.                                            
Supplemental Disclosures about Extractive Activities - Oil and Gas (unaudited)
December 31, 2024


Extensions and Discoveries

In 2023, the Company added 39,262 mboe of net proved reserves. These additions consisted of 16,066 mboe in Canada and 23,196 mboe in the U.S. due to drilling activity undertaken in 2023.

In 2024, the Company added 70,955 mboe of net proved reserves. These additions consisted of 31,001 mboe in Canada and 39,954 mboe in the U.S. due to extension drilling and future offset additions being added to our development plan.

Sales of Minerals in Place

In 2023, the Company divested 10,793 mboe net proved reserves as a result of a property disposition in our Viking asset in Canada.

In 2024, the Company divested 3,084 mboe net proved reserves as a result of 2,862 mboe of property dispositions in Canada, primarily from our Kerrobert Thermal asset, and 221 mboe of property dispositions in our Eagle Ford asset in the U.S.

Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Petroleum and Natural Gas Reserves

The following information has been developed utilizing procedures prescribed by ASC 932 and based on crude oil, NGL and natural gas reserves and production volumes estimated by Baytex's independent reserves evaluator, McDaniel & Associates Consultants Ltd. The methodology used in calculating our price assumptions for the standardized measure of discounted future net cash flows for reserves estimation is based upon the average first-day-of-the-month prices during the year.

Future production and development costs are based on constant price assumptions and assume the continuation of existing economic, operating and regulatory conditions. Future income taxes are calculated by applying statutory income tax rates to future pre-tax cash flows after providing for the tax cost of the petroleum and natural gas properties based upon existing laws and regulations. A 10% discount factor was applied to the future net cash flows.

The information contained in the following table should not be considered as representative of realistic assessments of future cash flows, nor should the standardized measure of discounted future net cash flows be viewed as representative of the fair market value of Baytex's petroleum and natural gas properties. Management does not rely upon the following information in making investment and operating decisions. Such decisions are based upon a wide range of factors, including estimates of probable as well as proved reserves, and varying price and cost assumptions considered more representative of a range of possible economic conditions that may be anticipated. The prescribed discount rate of 10% may not appropriately reflect interest rates.

The computation of the standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves was based on an unweighted arithmetic average of the first-day-of-the-month price for each month in 2024 and 2023.
Commodity Pricing
2024 2023
WTI crude (US$/bbl) $ 76.32  $ 78.21 
Edmonton Light crude (Cdn$/bbl) $ 98.01  $ 100.49 
Western Canadian Select crude (WCS) (1) (Cdn$/bbl)
$ 83.79  $ 79.89 
AECO spot (Cdn$/mmbtu) $ 1.46  $ 2.84 
Henry Hub (US$/mmbtu) $ 2.07  $ 2.59 
Exchange rate (US$/Cdn$) 0.7330  0.7410 
(1)     Price used in the preparation of heavy oil and bitumen reserves in Canada.

The standardized measure of discounted future net cash flows relating to net proved petroleum and natural gas reserves are as follows:
Canada United States
Total (2)
(thousands of Canadian dollars) 2024 2023 2024 2023 2024 2023
Future cash inflows $ 7,147,647  $ 6,306,909  $ 13,674,283  $ 13,067,619  $ 20,821,930  $ 19,374,528 
Future production costs (2,923,863) (2,488,443) (4,916,987) (3,690,844) (7,840,850) (6,179,287)
Future development costs (1)
(1,812,936) (1,535,153) (3,647,866) (3,976,050) (5,460,802) (5,511,203)
Future income taxes (248,023) (171,413) (270,193) (206,428) (518,216) (377,841)
Future net cash flows (2)
2,162,825  2,111,900  4,839,237  5,194,297  7,002,062  7,306,197 
Deduct:
10% annual discount factor
(637,681) (583,252) (1,841,656) (2,069,662) (2,479,337) (2,652,914)
Standardized measure (2)
$ 1,525,144  $ 1,528,648  $ 2,997,581  $ 3,124,635  $ 4,522,725  $ 4,653,283 
(1)Our estimated future costs to settle asset retirement obligations includes both: (i) estimated costs associated with future undrilled proved locations, and (ii) estimated costs associated with producing reserves. These costs are included in the “Future development costs” line.
(2)The data in the table may not add due to rounding.

3

Baytex Energy Corp.                                            
Supplemental Disclosures about Extractive Activities - Oil and Gas (unaudited)
December 31, 2024


Reconciliation of Changes in Standardized Measure of Future Net Cash Flows Discounted at 10% per Year Relating to Net Proved Petroleum and Natural Gas Reserves
As at December 31, 2024
(thousands of Canadian dollars)
Canada United States
Total (1)
Balance, beginning of year $ 1,528,648  $ 3,124,635  $ 4,653,283 
Sales, net of production costs (1,012,829) (1,398,148) (2,410,977)
Net change in prices and production costs related to future production 22,156  (223,919) (201,763)
Changes in previously estimated future development costs incurred during the period (371,601) 131,114  (240,487)
Development costs incurred during the period 489,486  767,147  1,256,633 
Extensions, discoveries and improved recovery, net of related costs 740,619  523,606  1,264,225 
Revisions of previous quantity estimates 32,389  (180,663) (148,274)
Sales of reserves in place (15,376) (4,170) (19,546)
Purchases of reserves in place 6,230  —  6,230 
Accretion of discount 164,123  320,224  484,347 
Net change in income taxes (58,702) (62,246) (120,947)
Balance, end of year (1)
$ 1,525,144  $ 2,997,581  $ 4,522,725 

As at December 31, 2023
(thousands of Canadian dollars)
Canada United States
Total (1)
Balance, beginning of year $ 2,897,463  $ 2,324,112  $ 5,221,575 
Sales, net of production costs (922,466) (994,723) (1,917,189)
Net change in prices and production costs related to future production (1,294,788) (854,833) (2,149,621)
Changes in previously estimated future development costs incurred during the period (273,910) (73,764) (347,674)
Development costs incurred during the period 463,198  549,589  1,012,787 
Extensions, discoveries and improved recovery, net of related costs 488,266  381,810  870,076 
Revisions of previous quantity estimates (229,669) (1,199,229) (1,428,898)
Sales of reserves in place (369,943) —  (369,943)
Purchases of reserves in place 70  2,398,015  2,398,085 
Accretion of discount 343,679  273,609  617,288 
Net change in income taxes 426,748  320,049  746,797 
Balance, end of year (1)
$ 1,528,648  $ 3,124,635  $ 4,653,283 
(1)The data in the table may not add due to rounding.

Capitalized Costs Relating to Petroleum and Natural Gas Producing Activities
As at December 31, 2024
(thousands of Canadian dollars)
Canada United States Total
Proved properties $ 6,885,991  $ 10,557,353  $ 17,443,344 
Unproved properties 124,355  —  124,355 
Total capital costs 7,010,346  10,557,353  17,567,699 
Accumulated depletion and impairment (4,865,976) (5,656,200) (10,522,176)
Net capitalized costs $ 2,144,370  $ 4,901,153  $ 7,045,523 

As at December 31, 2023
(thousands of Canadian dollars)
Canada United States Total
Proved properties $ 6,522,443  $ 9,003,574  $ 15,526,017 
Unproved properties 90,919  —  90,919 
Total capital costs 6,613,362  9,003,574  15,616,936 
Accumulated depletion and impairment (4,526,811) (4,380,173) (8,906,984)
Net capitalized costs $ 2,086,551  $ 4,623,401  $ 6,709,952 

4

Baytex Energy Corp.                                            
Supplemental Disclosures about Extractive Activities - Oil and Gas (unaudited)
December 31, 2024


Costs Incurred in Petroleum and Natural Gas Property Acquisition, Exploration and Development Activities
As at December 31, 2024
(thousands of Canadian dollars)
Canada United States Total
Property acquisition costs
Proved properties $ 9,534  $ 3,526  $ 13,060 
Unproved properties 39,355  —  39,355 
Development costs (1)
489,486  767,147  1,256,633 
Exploration costs (2)
—  —  — 
Total $ 538,375  $ 770,673  $ 1,309,048 

As at December 31, 2023
(thousands of Canadian dollars)
Canada United States Total
Property acquisition costs
Proved properties $ 1,556  $ 18,891  $ 20,447 
Unproved properties 18,467  —  18,467 
Development costs (1)
463,198  549,589  1,012,787 
Exploration costs (2)
—  —  — 
Total $ 483,221  $ 568,480  $ 1,051,701 
(1)     Development and facilities capital expenditures.
(2)     Cost of geological and geophysical capital expenditures and drilling costs for exploratory wells.

Results of Operations for Producing Activities
For year ended December 31, 2024
(thousands of Canadian dollars except per boe amounts)
Canada United States Total
Petroleum and natural gas revenues, net of royalties $ 1,612,841  $ 1,716,028  $ 3,328,869 
Less:
Operating costs, production and mineral taxes 336,069  317,880  653,949 
Transportation and blending expense 348,154  48,931  397,085 
Exploration and evaluation 779  —  779 
Depletion 473,792  898,271  1,372,063 
Operating income 454,047  450,946  904,993 
Income tax expense 110,697  97,359  208,056 
Results of operations (1)
$ 343,350  $ 353,587  $ 696,937 

For year ended December 31, 2023
(thousands of Canadian dollars except per boe amounts)
Canada United States Total
Petroleum and natural gas revenues, net of royalties $ 1,515,873  $ 1,196,956  $ 2,712,829 
Less:
Operating costs, production and mineral taxes 368,605  202,234  570,839 
Transportation and blending expense 289,127  24,981  314,108 
Exploration and evaluation 8,896  —  8,896 
Depletion and impairment loss 668,232  1,205,210  1,873,442 
Operating income (loss) 181,013  (235,469) (54,456)
Income tax expense (recovery) 44,602  (50,838) (6,236)
Results of operations (1)
$ 136,411  $ (184,631) $ (48,220)
(1)     Excludes corporate overhead and interest costs.

5
EX-99.5 6 a995-2024ceocertsec302.htm EX-99.5 Document

Exhibit 99.5

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Eric T. Greager, certify that:

1.I have reviewed this annual report on Form 40-F of Baytex Energy Corp.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4.The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the issuer's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and

5. The issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer's auditors and the audit committee of the issuer's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal control over financial reporting.

Dated:    March 4, 2025            BAYTEX ENERGY CORP.
                    
                        /s/ Eric T. Greager
                        Name:    Eric T. Greager
                        Title:     President and Chief Executive Officer


EX-99.6 7 a996-2024cfocertsec302.htm EX-99.6 Document

Exhibit 99.6

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Chad L. Kalmakoff, certify that:

1.I have reviewed this annual report on Form 40-F of Baytex Energy Corp.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4.The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the issuer's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and

5.     The issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer's auditors and the audit committee of the issuer's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal control over financial reporting.

Dated:    March 4, 2025            BAYTEX ENERGY CORP.
                        
                        /s/ Chad L. Kalmakoff
                        Name:    Chad L. Kalmakoff
                        Title:     Chief Financial Officer

EX-99.7 8 a997-2024ceocertsec906.htm EX-99.7 Document

Exhibit 99.7
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Baytex Energy Corp. (the "Company") on Form 40-F for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Eric T. Greager, President and Chief Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1.    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated:    March 4, 2025            BAYTEX ENERGY CORP.
                        /s/ Eric T. Greager
                        Name:    Eric T. Greager
                        Title:     President and Chief Executive Officer


EX-99.8 9 a998-2024cfocertsec906.htm EX-99.8 Document

Exhibit 99.8
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Baytex Energy Corp. (the "Company") on Form 40-F for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Chad L. Kalmakoff, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1.    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated:    March 4, 2025            BAYTEX ENERGY CORP.
                        /s/ Chad L. Kalmakoff
                        Name:    Chad L. Kalmakoff
                        Title:     Chief Financial Officer



EX-99.9 10 a999-2024auditorconsent40xf.htm EX-99.9 Document
Exhibit 99.9

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of Baytex Energy Corp.:
We consent to the use of:
•our report dated March 4, 2025 on the consolidated financial statements of Baytex Energy Corp. (the “Company”) which comprise the consolidated statements of financial position as of December 31, 2024 and 2023, the related consolidated statements of income (loss) and comprehensive income (loss), changes in equity, and cash flows for the years then ended, and the related notes, and
•our report dated March 4, 2025 on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024
each of which is included in the Annual Report on Form 40-F of the Company for the fiscal year ended December 31, 2024.
We also consent to the incorporation by reference of such reports in the Registration Statements (No. 333-171568 and No. 333-272971) on Form S-8 and Registration Statement (No. 333-273020) on Form F-3 of the Company.

/s/ KPMG LLP
Chartered Professional Accountants
Calgary, Canada
March 4, 2025

EX-99.10 11 a9910-2024consentofmcdaniel.htm EX-99.10 Document


image_0.jpg


Exhibit 99.10
CONSENT OF INDEPENDENT ENGINEERS

We refer to our report dated February 6, 2025 and effective December 31, 2024, evaluating the proved and probable petroleum and natural gas reserves attributable to Baytex Energy Corp. and its affiliates (collectively, the "Company"), which is entitled "Baytex Energy Corp., Evaluation of Petroleum Reserves, based on Forecast Prices and Costs, As of December 31, 2024" (the "Report").

We hereby consent to the references to our name in the Company's Annual Report on Form 40-F to be filed with the United States Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, and to the incorporation by reference in Registration Statements No. 333-171568 and No. 333-272971 on Form S-8 and Registration Statement No. 333-273020 on Form F-3 of the Company and to the use of the Report.

We also confirm that we have read the Company's Annual Information Form for the year ended December 31, 2024 dated March 4, 2025, and that we have no reason to believe that there are any misrepresentations in the information contained therein that was derived from the Report or that is within our knowledge as a result of the services we performed in connection with such Report.

Yours truly,
MCDANIEL & ASSOCIATES CONSULTANTS LTD.


/s/ Brian Hamm
______________________________
Brian Hamm, P. Eng.
President & CEO

Calgary, Alberta, Canada
March 4, 2025



2000, Eighth Avenue Place, East Tower, 525 – 8 Avenue SW, Calgary, AB, T2P 1G1 Tel: (403) 262-5506 www.mcdan.com