2015 FIRST QUARTER REPORT For the three months ended March 31, 2015 Q1 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. CORPORATE PROFILE C A N A D A Bellatrix Exploration Ltd. is an exploration and production oil BRITISH COLUMBIA and gas company based in Calgary, Alberta, Canada. Bellatrix has a ALBERTA significant multi-year inventory of SASKATCHEWAN drilling locations in Alberta, British Columbia and Calgary Saskatchewan. TABLE OF CONTENTS 1 2 Highlights 4 Report to Shareholders 8 Management’s Discussion and Analysis 33 Condensed Consolidated Financial Statements 33 Condensed Consolidated Balance Sheets 34 Condensed Consolidated Statements of Comprehensive Income 35 Condensed Consolidated Statements of Shareholders’ Equity 36 Condensed Consolidated Statements of Cash Flows 37 Notes to the Condensed Consolidated Financial Statements 50 Corporate Information GLOSSARY AECO /d boe a storage and pricing hub for Canadian natural gas markets per day barrels of oil equivalent (6 mcf of natural gas = 1 barrel of oil equivalent) bbl or bbls barrels GORR gross overriding royalty mboe thousand boe mcf thousand cubic feet mmboe million barrels of oil equivalent mmbtu million British thermal units mmcf million cubic feet NGL natural gas liquids (ethane, propane, butane, and condensate) WTI West Texas Intermediate, a benchmark crude oil used for pricing comparison NI 51-101 National Instrument 51-101 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. HIGHLIGHTS Forward-Looking Statements This financial report, including the report to shareholders, contains forward-looking statements. Please refer to our cautionary language on forward-looking statements and the other matters set forth at the beginning of the management's discussion and analysis (the “MD&A”) attached to this financial report. Three months ended March 31, 2015 2014 SELECTED FINANCIAL RESULTS (CDN$000s except net wells, share, and per share amounts) Total revenue(2) Funds flow from operations (3) Per basic share (6) Per diluted share (6) Cash flow from operating activities Per basic share(6) Per diluted share (6) Net profit (loss) Per basic share (6) Per diluted share (6) Capital - exploration and development Capital - corporate assets Property acquisitions Capital expenditures - cash Property dispositions - cash Total net capital expenditures - cash Other non-cash items Total capital expenditures - net (5) Long-term debt Adjusted working capital deficiency (4) Total net debt (4) Total assets Total shareholders' equity SELECTED OPERATING RESULTS Average daily sales volumes Crude oil, condensate, and NGLs (bbls/d) Natural gas (mcf/d) Total oil equivalent (boe/d) Average realized prices Crude oil and condensate ($/bbl) NGLs (excluding condensate) ($/bbl) Crude oil, condensate, and NGLs ($/bbl) Crude oil, condensate, and NGLs (including risk management (1)) ($/bbl) Natural gas ($/mcf) Natural gas (including risk management (1)) ($/mcf) Total oil equivalent ($/boe) Total oil equivalent (including risk management (1)) ($/boe) Net wells drilled Selected key operating statistics Operating netback (5) ($/boe) Operating netback (5) (including risk management (1)) ($/boe) Transportation ($/boe) Production expenses ($/boe) General and administrative ($/boe) Royalties as a % of sales (after transportation) 90,186 24,858 $0.13 $0.13 22,553 $0.12 $0.12 (12,688) ($0.07) ($0.07) 81,344 1,154 701 83,199 (20) 83,179 7,475 90,654 622,648 73,800 696,448 2,264,748 1,237,216 163,585 77,642 $0.45 $0.45 84,300 $0.49 $0.48 25,167 $0.15 $0.14 152,686 2,956 260 155,902 (39) 155,863 4,990 160,853 335,118 137,970 473,088 1,707,929 933,670 12,644 190,582 44,408 12,405 135,865 35,049 49.67 18.17 32.72 34.05 2.99 3.03 22.13 22.68 3.2 98.27 57.50 80.41 74.67 5.88 4.88 51.27 45.36 25.6 9.03 9.58 1.22 8.56 1.83 18% 33.45 27.54 1.61 8.12 1.75 17% 2 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. HIGHLIGHTS Three months ended March 31, 2015 2014 COMMON SHARES Common shares outstanding Share options outstanding Fully diluted common shares outstanding Weighted average shares (6) SHARE TRADING STATISTICS TSX and Other (7) 191,957,243 10,783,003 202,740,246 191,953,095 172,761,228 9,472,505 182,233,733 174,321,930 4.46 2.38 3.08 2,921,719 9.44 7.64 9.35 1,848,581 3.81 1.86 2.43 888,245 8.55 6.93 8.43 156,011 (CDN$, except volumes) based on intra-day trading High Low Close Average daily volume NYSE (US$, except volumes) based on intra-day trading High Low Close Average daily volume (1) The Company has entered into various commodity price risk management contracts which are considered to be economic hedges. Per unit metrics after risk management include only the realized portion of gains or losses on commodity contracts. The Company does not apply hedge accounting to these contracts. As such, these contracts are revalued to fair value at the end of each reporting date. This results in recognition of unrealized gains or losses over the term of these contracts which is reflected each reporting period until these contracts are settled, at which time realized gains or losses are recorded. These unrealized gains or losses on commodity contracts are not included for purposes of per unit metrics calculations disclosed. (2) Total revenue is considered to be a non-GAAP measure. Therefore reference to the non-GAAP measure of total revenue may not be comparable with the calculation of similar measures for other entities. The Company's calculation of total revenue includes petroleum and natural gas sales and other income, and excludes commodity price risk management. Management believes this measure is a useful supplementary measure of the revenue generated by the Company. (3) The term funds flow from operations is an additional GAAP measure which should not be considered an alternative to, or more meaningful than, cash flow from operating activities as determined in accordance with GAAP as an indicator of the Company's performance. Therefore reference to the additional GAAP measures of funds flow from operations, or funds flow from operations per share may not be comparable with the calculation of similar measures for other entities. Management uses funds flow from operations to analyze operating performance and leverage and considers funds flow from operations to be a key measure as it demonstrates the Company's ability to generate the cash necessary to fund future capital investments and to repay debt. The reconciliation between cash flow from operating activities and funds flow from operations can be found in the MD&A. Funds flow from operations per share is calculated using the weighted average number of common shares for the period. (4) Total net debt is considered to be an additional GAAP measure. Therefore reference to the additional GAAP measure of total net debt may not be comparable with the calculation of similar measures for other entities. The Company's calculation of total net debt excludes deferred lease inducements, decommissioning liabilities, the long-term finance lease obligation, deferred lease inducements, and the deferred tax liability. Total net debt includes the adjusted working capital deficiency (excess). The adjusted working capital deficiency (excess) is an additional GAAP measure calculated as net working capital deficiency (excess) excluding short-term commodity contract assets and liabilities, current finance lease obligation, and deferred lease inducements. A reconciliation between total liabilities under GAAP and total net debt as calculated by the Company is found in this MD&A. (5) Operating netbacks and total capital expenditures – net are considered non-GAAP measures. Operating netbacks are calculated by subtracting royalties, transportation, and operating costs from total revenue. Total capital expenditures – net includes the cash impact of capital expenditures and property dispositions, as well as the non-cash capital impacts of corporate acquisitions, property acquisitions, adjustments to the Company's decommissioning liabilities, and share based compensation. The detailed calculations of operating netbacks are found in the MD&A. (6) Basic weighted average shares for the three months ended March 31, 2015 were 191,953,095 (2014: 171,626,707). In computing weighted average diluted profit (loss) per share, weighted average diluted cash flow from operating activities per share, and weighted average diluted funds flow from operations per share for the three months ended March 31, 2015, a total of nil (2014: 2,695,223) common shares were added to the denominator as a consequence of applying the treasury stock method to the Company's outstanding share options, resulting in diluted weighted average common shares of 191,953,095 (2014: 174,321,930). (7) TSX and Other includes the trading statistics for the TSX and other Canadian trading markets. 3 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. REPORT TO SHAREHOLDERS Bellatrix remains committed to successfully navigating the current pricing environment while sustaining long term value for our shareholders. Bellatrix's low cost structure and high quality asset base provide considerable benefits during challenging periods within the commodity price cycle. First quarter 2015 activity was focused on three principal initiatives. Firstly, the Company efficaciously executed on several critical path items on construction of Phase 1 of the Bellatrix O'Chiese Nees-Ohpawganu'ck deep-cut gas plant in the Alder Flats area of Alberta (“Bellatrix Alder Flats Plant”) and the plant remains firmly on schedule to meet our previous guidance for start-up on or before July 1, 2015. Secondly, drilling and completion activity was directed toward high rate of return wells, including a greater focus on our high impact and low finding cost Spirit River opportunities which will attract the majority of drilling and completion capital in 2015. Finally, Bellatrix remains committed to maintaining its position as a low cost finder and operator, continuing our emphatic approach to reduce costs and improve our full cycle corporate profitability. Capital spending on exploration and development activities of $81.3 million included $54.7 million on facilities and equipment, which represented the highest forecast capital spending quarter of 2015 as we near completion of the Bellatrix Alder Flats Plant. Net capital spending in the second quarter is forecast at approximately $30 million. Bellatrix remains highly focused on key business objectives of maintaining financial strength and optimizing capital investments which it seeks to attain through a disciplined approach to capital spending, a flexible investment program, and financial stewardship. Bellatrix is actively engaged in exploring several capital funding alternatives designed to sustain or reduce year-end net debt in 2015 when compared to 2014 year-end net debt of $638 million, while maintaining delivery of the 2015 full year average production guidance of 43,000 to 44,000 boe/d, representing 14% year over year average production growth. Bellatrix will revisit its capital budget on a continuous basis, will strategically review all sources and costs of capital available to the Company including monetization of assets, and will further curtail capital spending, if necessary, in order to preserve its balance sheet until commodity prices firmly recover. In the first quarter of 2015, Bellatrix proactively obtained amendments to certain of the financial covenants governing the existing bank credit facilities thereby providing Bellatrix enhanced flexibility to successfully navigate through 2015 and optimize its capital decisions. The Company remains committed to preserving the long term strategic value of its assets through this challenging commodity price environment for the benefit of all shareholders. OPERATIONS HIGHLIGHTS Production in the quarter averaged 44,408 boe/d (72% natural gas weighted) solidly at the top end of our full year average guidance range of 43,000 to 44,000 boe/d. The first quarter 2015 production increased 27% from an average of 35,049 boe/d realized in the first quarter of 2014. Capital spending on exploration and development activities of $81.3 million included $54.7 million on facilities and equipment as we near completion of the construction of Phase 1 of the Bellatrix Alder Flats Plant. During the first quarter of 2015, Bellatrix drilled and/or participated in 6 gross (3.2 net) wells, consisting of 3 gross (1.2 net) Cardium oil wells and 3 gross (2.0 net) Spirit River liquids-rich gas wells. As at March 31, 2015, Bellatrix had approximately 379,165 net undeveloped acres of land in Alberta, British Columbia, and Saskatchewan. NEARING COMPLETION OF PHASE 1 OF THE BELLATRIX ALDER FLATS DEEP-CUT GAS PLANT Significant activity and critical path items were completed on Phase 1 of the Bellatrix Alder Flats Plant during the first quarter of 2015. All major components were delivered and installed in January. All pipe welding and installation was completed by the end of the quarter. Additionally, electrical power supply to the site is completed and energized. Subsequent to the end of the first quarter, pressure testing of pipe was materially completed as was electrical commissioning. 4 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. REPORT TO SHAREHOLDERS The Company completed three major bores for pipelines associated with the deep cut plant including a successful 2.4 kilometre bore under the North Saskatchewan River to accommodate three pipelines (a 16” pipe, an 8” pipe, and a 4” pipe). The total length of major pipeline installed was 13.5 kilometres of 16” natural gas lines, 20 kilometres of 8” fuel gas lines, and 13.5 kilometres of 4” condensate lines. Completion of Phase 1 of the Bellatrix Alder Flats Plant remains firmly on budget and on schedule for start-up on or before July 1, 2015. EXPECTED CAPITAL EFFICIENCY IMPROVEMENT FOLLOWING LARGE SCALE INFRASTRUCTURE BUILD-OUT Bellatrix has invested over $245 million in facilities and infrastructure over the past two calendar years with approximately $70 million additional spending planned in 2015. The investment in the Bellatrix Alder Flats Plant, pipelines, compressor stations, and oil batteries provides significant competitive advantages within our greater Ferrier region. From a long term perspective, these strategic infrastructure assets anchor a reduced operating cost profile. Additionally these fixed assets are expected to improve operational reliability given enhanced flexibility and access to multiple processing facilities in addition to key receipt points along the Canadian mainline gas transmission system. Upon completion of Phase 1 of the Bellatrix Alder Flats Plant, Bellatrix will have unfettered processing capacity to grow production volumes to approximately 60,000 boe/d without the need for material spending on infrastructure. Beginning in 2014, infrastructure spending has averaged between 35% to 40% of total capital spending, however starting in the second half of 2015 we anticipate infrastructure related spending will decline to approximately 20% or less of total capital spending going forward. Reduced infrastructure investment is expected to drive improved corporate capital efficiency metrics, finding and development costs, and result in enhanced corporate profitability. SERVICE COST DEFLATION AND OVERALL COST REDUCTION INITIATIVES The entrepreneurial spirit of our team and consistent focus on improving results and reducing costs remain core competencies within the Bellatrix culture. During the first quarter of 2015 the Company remained steadfast in its approach to reduce costs within all aspects of its operations. Reduced industry activity and improved efficiencies has enabled Bellatrix to work with its drilling and completion vendors to obtain average costs savings of up to 15%. These cost savings initiatives have meaningfully impacted year to date activity highlighted by our first quarter Spirit River drilling and completion program which came in 20% lower than our original cost projections. Additional cost saving initiatives captured in the first quarter included a renegotiation of all major compressor rental agreements, providing an estimated cost savings annually of $3.5 million. The Company has also initiated a multitude of cost saving strategies to reduce general and administrative costs that will be realized throughout 2015. We anticipate further cost savings from our corporate initiatives across our business as we progress through this year. PLAN TO ACCESS UP TO $85 MILLION IN JOINT VENTURE PARTNER CAPITAL IN 2015 Bellatrix intends on accessing up to $85 million in joint venture (“JV”) capital in 2015 principally sourced from our JV partnership with Grafton Energy Co I Ltd. ("Grafton"). Pursuant to the JV terms, Grafton contributes 82% of the drill, complete, equip and tie-in costs to earn 54% of Bellatrix's working interest before payout, reverting to a 33% working interest after payout (convertible to a 17.5% gross overriding royalty). Access to JV capital in 2015 provides significant benefits to Bellatrix including insulation against weak commodity prices given enhanced rate of return expectations, and improved capital efficiencies on wells drilled. 5 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. REPORT TO SHAREHOLDERS FINANCIAL HIGHLIGHTS Net loss for the three months ended March 31, 2015 was $12.7 million. The reduction in earnings in the first quarter 2015 compared to the fourth quarter of 2014 was primarily due to the continued weak commodity price environment which has resulted from the over-supply in the market. Realized prices in the first quarter 2015 decreased by 31% in crude oil and condensate, 42% in NGL and 25% in natural gas from fourth quarter 2014. Total revenue decreased by 45% to $90.2 million for the three months ended March 31, 2015, compared to $163.6 million realized in the first quarter of 2014. Total crude oil, condensate, and NGL revenues contributed 41% of total revenue realized in the first quarter of 2015, compared to 55% in the first quarter of 2014. Funds flow from operations generated in the three months ended March 31, 2015 was $24.9 million ($0.13 per basic share), a decrease of 68% from $77.6 million ($0.45 per basic share) in the first quarter of 2014. Production expenses totaled $34.2 million ($8.56/boe) for the three months ended March 31, 2015, compared to $25.6 million ($8.12/boe) in the first quarter of 2014. Production expenses increased on a per boe basis between the first quarters of 2015 and 2014 due to one-time adjustments related to prior periods of $0.62/boe primarily attributable to third party realized facility equalizations. Excluding these one-time adjustments, production expenses per boe for the three months ended March 31, 2015 were $7.94/boe. The corporate operating netback realized for the three months ended March 31, 2015 decreased by 73% to $9.03/boe compared to $33.45/boe in the first quarter of 2014. After including commodity risk management contracts, the corporate operating netback for the first quarter of 2015 was $9.58/boe, compared to $27.54/boe in the first quarter of 2014. General and administrative (“G&A”) expenses net of capitalized G&A and recoveries for the three months ended March 31, 2015 were $7.3 million ($1.83/boe), compared to $5.5 million ($1.75/boe) in the first quarter of 2014. Increased commodity price risk management contracts during the first quarter 2015. The risk management program for the April 1, 2015 through October 31, 2015 period represents approximately 90% of forecast natural gas volumes (before royalties) over the duration of the contract period, compared with the midpoint of full year 2015 average production guidance range. Announced amendments to the financial covenants governing the existing bank credit facilities thereby providing Bellatrix enhanced flexibility to successfully navigate through the current challenging commodity price environment. As at March 31, 2015, Bellatrix had $101.6 million undrawn on its total $725 million credit facilities. Total net debt as of March 31, 2015 was $696.4 million. At March 31, 2015, Bellatrix had approximately $1.70 billion in tax pools available for deduction against future income. 6 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. REPORT TO SHAREHOLDERS OUTLOOK As we near completion on Phase 1 of the Bellatrix Alder Flats Plant, it is important to reflect on the strategic drivers behind our decision to construct the facility. The first and arguably most important consideration is control. The Bellatrix Alder Flats Plant provides control over the ability and timing of production growth, reliability of processing capacity, and firm service processing capacity. Furthermore, the enhanced natural gas liquids recovery at the Bellatrix Alder Flats Plant provides an estimated 14% uplift in revenue from the same gas stream currently processed through third party plants. Finally, the operating cost savings are significant as we forecast a 55% reduction in unit operating costs attributed to natural gas volumes processed through the plant relative to third party processed volumes currently. The contribution of the deep-cut plant is expected to anchor an overall reduction in average 2015 corporate operating costs. In conjunction with our decision to construct the plant, Bellatrix secured firm takeaway capacity on the Canadian mainline gas transmission system to align with the incremental gross sales capacity of both Phase 1 and Phase 2 of our Bellatrix Alder Flats Plant. Bellatrix's firm takeaway capacity on the mainline system will grow from approximately 220 mmcf/d currently, to approximately 330 mmcf/d upon completion of Phase 1 of our plant, with subsequent growth to 430 mmcf/d upon completion of Phase 2. Current takeaway constraints have placed pressure on many producers across the Basin as interruptible capacity has been significantly reduced, and at times restricted completely. Bellatrix also put in place long term firm transportation and fractionation agreements with an established midstream company ensuring takeaway, processing and marketing of all NGL and condensate products produced at the plant. Bellatrix's foresight to build, control, and secure additional firm takeaway capacity has put the Company in an enviable position to be able to profitably grow production in the years ahead with significantly reduced infrastructure constraints. Raymond G. Smith, P. Eng. President and CEO May 4, 2015 7 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS May 4, 2015 – The following Management's Discussion and Analysis of financial results (“MD&A”) as provided by the management of Bellatrix Exploration Ltd. (“Bellatrix” or the “Company”) should be read in conjunction with the unaudited interim condensed consolidated financial statements of the Company for the three months ended March 31, 2015 and 2014, and the audited consolidated financial statements of the Company for the years ended December 31, 2014 and 2013, and the related MD&A. Disclosure which is unchanged from the MD&A for the year ended December 31, 2014 may not be repeated herein. This commentary is based on information available to, and is dated as of, May 4, 2015. The financial data presented is in Canadian dollars, except where indicated otherwise. CONVERSION: The term barrels of oil equivalent (“boe”) may be misleading, particularly if used in isolation. A boe conversion ratio of six thousand cubic feet of natural gas to one barrel of oil equivalent (6 mcf/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. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value. All boe conversions in this report are derived from converting gas to oil in the ratio of six thousand cubic feet of gas to one barrel of oil. ADDITIONAL GAAP MEASURES: This MD&A contains the term “funds flow from operations” which should not be considered an alternative to, or more meaningful than “cash flow from operating activities” as determined in accordance with generally accepted accounting principles (“GAAP”) as an indicator of the Company's performance. Therefore reference to funds flow from operations or funds flow from operations per share may not be comparable with the calculation of similar measures for other entities. Management uses funds flow from operations to analyze operating performance and leverage and considers funds flow from operations to be a key measure as it demonstrates the Company's ability to generate the cash necessary to fund future capital investments and to repay debt. The reconciliation between cash flow from operating activities and funds flow from operations can be found in this MD&A. Funds flow from operations per share is calculated using the weighted average number of shares for the period. This MD&A also contains the terms “total net debt” and “adjusted working capital deficiency (excess)”, which also are not recognized measures under GAAP. Therefore reference to the additional GAAP measures of total net debt or adjusted working capital deficiency (excess) may not be comparable with the calculation of similar measures for other entities. The Company's calculation of total net debt excludes deferred lease inducements, decommissioning liabilities, the long-term finance lease obligation, and the deferred tax liability. Total net debt includes the adjusted working capital deficiency (excess). The adjusted working capital deficiency (excess) is an additional GAAP measure calculated as net working capital deficiency (excess) excluding current finance lease obligation and current deferred lease inducements. Management believes these measures are useful supplementary measures of the total amount of current and long-term debt. NON-GAAP MEASURES: This MD&A and contains the terms of “operating netbacks” and “total capital expenditures – net”, which are not recognized measures under GAAP. Operating netbacks are calculated by subtracting royalties, transportation, and operating expenses from total revenue. Management believes this measure is a useful supplemental measure of the amount of revenues received after transportation, royalties and operating expenses. Readers are cautioned, however, that this measure should not be construed as an alternative to net profit or loss determined in accordance with GAAP as a measure of performance. Bellatrix's method of calculating this measure may differ from other entities, and accordingly, may not be comparable to measures used by other companies. Total capital expenditures - net includes the cash impact of capital expenditures and property dispositions, as well as the non-cash capital impacts of corporate acquisitions, adjustments to the Company's decommissioning liabilities, and share based compensation. This MD&A also contains the term “total revenue”, which is not a recognized measure under GAAP. Therefore reference to the non-GAAP measure of “total revenue” may not be comparable with the calculation of similar measures for other entities. The Company's calculation of total revenue includes petroleum and natural gas sales and other income, and excludes commodity price risk management. Management believes this measure is a useful supplementary measure of the revenue generated by the Company. DISCLOSURES: Due to immateriality, the Company has combined the previously separated disclosure of “Heavy Oil” revenue, volumes, pricing, production expenses and royalties into “Crude Oil and condensate” revenue, volumes, pricing, production expenses and royalties for the three months ending March 31, 2015. Prior period comparative values have been adjusted for comparative purposes. JOINT ARRANGEMENTS: Bellatrix is a partner in the Grafton Joint Venture, the CNOR Joint Venture, the Daewoo and Devonian Partnership, and the Troika Joint Venture (all as defined below), which have all been separately assessed and classified under International Financial Reporting Standards (“IFRS”) as joint operations. This classification is on the basis that the arrangement is not conducted through a separate legal entity and the partners are legally obligated to pay their share of costs incurred and take their share of output produced from the various production areas, and all partners have rights to the assets and obligations for the liabilities resulting from the joint operations. The Company considered these factors as well as the terms of the individual agreements in determining the classification of a joint operation to be appropriate for each arrangement. For purposes of disclosure throughout the MD&A and financial statements, Bellatrix has referred to these arrangements by the common oil and gas industry term of joint ventures. GRAFTON JOINT VENTURE – During the second quarter of 2014, Bellatrix announced that Grafton Energy Co I Ltd. (“Grafton”) elected to exercise an option to increase committed capital investment to the joint venture (the “Grafton Joint Venture”) with Grafton established during 2013 by an additional $50 million, for a total commitment of $250 million. The funding period of the Grafton Joint Venture was extended to the third anniversary of the program's effective date for wells relating to the exercised option. All other terms and conditions of the commitment increase are the same as the previously announced Grafton Joint Venture. The Grafton Joint Venture properties are in the Willesden Green and Brazeau areas of West-Central Alberta, whereby Grafton will contribute 82%, or $250 million, to the joint venture to participate in a Notikewin/Falher and Cardium well program. Under the agreement, Grafton will earn 54% of Bellatrix's working interest (“WI”) in each well drilled in the well program until payout (being recovery of Grafton's capital investment plus an 8% internal rate of return) on the total program, reverting to 33% of Bellatrix's WI after payout. At any time after payout of the entire program, Grafton shall have the option to elect to convert all wells from the 33% WI to a 17.5% Gross Overriding Royalty (“GORR”) on Bellatrix's pre-Grafton Joint Venture WI. CNOR JOINT VENTURE – During the third quarter of 2014, Bellatrix announced that the Company and Canadian Non-Operated Resources Corp. ("CNOR"), a non-operated oil and gas company managed by Grafton Asset Management Inc., had completed the formation of a new multi-year joint venture arrangement (the “CNOR Joint Venture”), pursuant to which CNOR has committed $250 million in capital towards future accelerated development of a portion of Bellatrix's extensive undeveloped land holdings. Under the terms of the agreement, CNOR will pay 50% of the drilling, completion, equipping and tie-in capital expenditures associated with development plans to be proposed by Bellatrix and approved by a management committee comprised of representatives of Bellatrix and CNOR in order to earn 33% of Bellatrix's working interest before payout and automatically converting to a 10.67% GORR on Bellatrix's pre-joint venture working interest after payout (being recovery of CNOR's capital investment plus an 8% return on investment). 8 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS DAEWOO AND DEVONIAN PARTNERSHIP – Bellatrix has a joint venture arrangement (the “Daewoo and Devonian Partnership”) with Canadian subsidiaries of two Korean entities, Daewoo International Corporation (“Daewoo”) and Devonian Natural Resources Private Equity Fund (“Devonian”) in the Baptiste area of West-Central Alberta, whereby Daewoo and Devonian own a combined 50% of Bellatrix's WI share of producing assets, an operated compressor station and gathering system and related land acreage. TROIKA JOINT VENTURE – Bellatrix has a joint venture (the “Troika Joint Venture”) with TCA Energy Ltd. ("TCA") in the Ferrier Cardium area of West-Central Alberta, whereby Troika will contribute 50% towards a capital program for which they will receive a 35% WI until payout (being recovery of TCA's capital investment plus a 15% internal rate of return) on the total program, and thereafter reverting to 25% of Bellatrix's WI. Additional information relating to the Company, including the Bellatrix's Annual Information Form, is available on SEDAR at www.sedar.com and on the Company's website at www.bellatrixexploration.com. The Company's EDGAR filings and forms are available through the U.S. Securities and Exchange Commission at www.sec.gov. Certain information contained herein may contain forward looking statements including management's assessment of future plans, operations and strategy, including completion of construction of Phase 1 of the Bellatrix Alder Flats Plant on or before July 1, 2015, capital allocation toward high rate of return wells, the profitability of the Company's Spirit River drilling opportunities, plans to maintain the Company's position as a low cost finder and operator, expectations of year-end total net debt, expected 2015 average production, forecast second quarter 2015 and full-year capital spending, plans and expected timing related to Phase 2 of the Bellatrix Alder Flats Plant, the competitive advantages within the Company's greater Ferrier region, the ability of the Company's strategic infrastructure assets to anchor a reduced operating cost profile, the Company's access to multiple processing facilities in addition to key receipt points along the Canadian mainline gas transmission system, the ability of the Company to have unfettered processing capacity to grow production volumes to approximately 60,000 boe/d without the need for material spending on infrastructure, the ability of the Company to reduce infrastructure related spending to approximately 20% or less of total capital spending going forward, and the ability for this reduced infrastructure investment to drive improved corporate capital efficiency metrics, finding and development costs, and result in enhanced corporate profitability going forward, the Company's ability to realize operating cost and G&A expense savings as anticipated, plans to access to joint venture capital and the expected benefits therefrom, the Company's ability to control the timing of production growth, reliability of processing capacity, and firm service transportation and processing capacity, expected enhanced natural gas liquids recovery from the Bellatrix Alder Flats Plant, the ability to profitably grow production in the years ahead, and plans to direct the majority of the Company's drilling and completion capital for the remainder of 2015 to Spirit River opportunities and continue to lever joint venture capital, and details of the Company's future strategy may constitute forward-looking statements under applicable securities laws. To the extent that any forward-looking information contained herein constitute a financial outlook, they were approved by management on May 4, 2015 and are included herein to provide readers with an understanding of the anticipated funds available to Bellatrix to fund its operations and readers are cautioned that the information may not be appropriate for other purposes. Forward-looking statements necessarily involve risks, including, without limitation, risks associated with oil and gas exploration, development, exploitation, production, marketing and transportation, loss of markets, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, competition from other producers, inability to retain drilling rigs and other services, incorrect assessment of the value of acquisitions, failure to realize the anticipated benefits of acquisitions, delays resulting from or inability to obtain required regulatory approvals and ability to access sufficient capital from internal and external sources. Events or circumstances may cause actual results to differ materially from those predicted, as a result of the risk factors set out and other known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Bellatrix. In addition, forward looking statements or information are based on a number of factors and assumptions which have been used to develop such statements and information but which may prove to be incorrect and which have been used to develop such statements and information in order to provide shareholders with a more complete perspective on Bellatrix's future operations. Such information may prove to be incorrect and readers are cautioned that the information may not be appropriate for other purposes. Although the Company believes that the expectations reflected in such forward looking statements or information are reasonable, undue reliance should not be placed on forward looking statements because the Company can give no assurance that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified herein, assumptions have been made regarding, among other things: the impact of increasing competition; the general stability of the economic and political environment in which the Company operates; the timely receipt of any required regulatory approvals; the ability of the Company to obtain qualified staff, equipment and services in a timely and cost efficient manner; drilling results; the ability of the operator of the projects which the Company has an interest in to operate the field in a safe, efficient and effective manner; the ability of the Company to obtain financing on acceptable terms; field production rates and decline rates; the ability to replace and expand oil and natural gas reserves through acquisition, development or exploration; the timing and costs of pipeline, storage and facility construction and expansion and the ability of the Company to secure adequate product transportation; future commodity prices; currency, exchange and interest rates; the regulatory framework regarding royalties, taxes and environmental matters in the jurisdictions in which the Company operates; and the ability of the Company to successfully market its oil and natural gas products. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which have been used. As a consequence, actual results may differ materially from those anticipated in the forward-looking statements. Additional information on these and other factors that could affect Bellatrix's operations and financial results are included in reports on file with Canadian and US securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com), through the SEC website (www.sec.gov), and at Bellatrix's website (www.bellatrixexploration.com). Furthermore, the forward looking statements contained herein are made as at the date hereof and Bellatrix 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 laws. The reader is further cautioned that the preparation of financial statements in accordance with GAAP requires management to make certain judgments and estimates that affect the reported amounts of assets, liabilities, revenues and expenses. Estimating reserves is also critical to several accounting estimates and requires judgments and decisions based upon available geological, geophysical, engineering and economic data. These estimates may change, having either a negative or positive effect on net earnings as further information becomes available, and as the economic environment changes. 9 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS OVERVIEW AND DESCRIPTION OF THE BUSINESS Bellatrix Exploration Ltd. (“Bellatrix” or the “Company”) is a western Canadian based growth oriented oil and gas company engaged in the exploration for, and the acquisition, development and production of, oil and natural gas reserves in the provinces of Alberta, British Columbia and Saskatchewan. Common shares of Bellatrix trade on the Toronto Stock Exchange and on the New York Stock Exchange under the symbol “BXE”. FIRST QUARTER 2015 ACTIVITIES NEARING COMPLETION OF PHASE 1 OF THE BELLATRIX ALDER FLATS DEEP-CUT GAS PLANT Significant activity and critical path items were completed on Phase 1 of the Bellatrix O'Chiese Nees-Ohpawganu'ck deep-cut gas plant in the Alder Flats area of Alberta (“Bellatrix Alder Flats Plant”) during the first quarter of 2015. All major components were delivered and installed in January. All pipe welding and installation was completed by the end of the first quarter. Additionally, electrical power supply to the site was completed and energized. Subsequent to the end of the first quarter, pressure testing of pipe was materially completed as well as the electrical commissioning. The Company completed three major bores for pipelines associated with the deep cut plant including a successful 2.4 kilometre bore under the North Saskatchewan river to accommodate three pipelines (a 16” pipe, an 8” pipe, and a 4” pipe). The total length of major pipeline installed was 13.5 kilometres of 16” natural gas lines, 20 kilometres of 8” fuel gas lines, and 13.5 kilometres of 4” condensate lines. Completion of Phase 1 of the Bellatrix Alder Flats Plant remains firmly on budget and on schedule for start-up on or before July 1, 2015. EXPECTED CAPITAL EFFICIENCY IMPROVEMENT FOLLOWING LARGE SCALE INFRASTRUCTURE BUILD-OUT Bellatrix has invested over $245 million in facilities and infrastructure over the past two calendar years with approximately $70 million additional spending planned in 2015. The investment in the Bellatrix Alder Flats Plant, pipelines, compressor stations, and oil batteries provides significant competitive advantages within the greater Ferrier region. From a long term perspective, these strategic infrastructure assets anchor a reduced operating cost profile. Additionally these fixed assets are expected to improve operational reliability given enhanced flexibility and access to multiple processing facilities in addition to key receipt points along the Canadian mainline gas transmission system. Upon completion of Phase 1 of the Bellatrix Alder Flats Plant, Bellatrix will have unfettered processing capacity to grow production volumes to approximately 60,000 boe/d without the need for material spending on infrastructure. Beginning in 2014, infrastructure spending has averaged between 35% to 40% of total capital spending, however starting in the second half of 2015 the Company anticipates infrastructure related spending will decline to approximately 20% or less of total capital spending going forward. Reduced infrastructure investment is expected to drive improved corporate capital efficiency metrics, finding and development costs, and result in enhanced corporate profitability. SERVICE COST DEFLATION AND OVERALL COST REDUCTION INITIATIVES The entrepreneurial spirit of the Bellatrix team and consistent focus on improving results and reducing costs remain core competencies within the Bellatrix culture. During the first quarter of 2015 the Company remained steadfast in its approach to reduce costs within all aspects of its operations. Reduced industry activity and improved efficiencies has enabled Bellatrix to work with its drilling and completion vendors to obtain average costs savings of up to 15%. These cost savings initiatives have meaningfully impacted year to date activity highlighted by the Company's first quarter Spirit River drilling and completion program which came in 20% lower than original cost projections. 10 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS Additional cost saving initiatives captured in the first quarter included a renegotiation of all major compressor rental agreements, providing an estimated cost savings annually of $3.5 million. The Company has also initiated a multitude of cost saving strategies to reduce general and administrative costs that will be realized throughout 2015. Bellatrix anticipates further cost savings from Bellatrix's corporate initiatives across the business as the year progresses. PLAN TO ACCESS UP TO $85 MILLION IN JOINT VENTURE PARTNER CAPITAL IN 2015 Bellatrix intends on accessing up to $85 million in joint venture (“JV”) capital in 2015 principally sourced from the Grafton Joint Venture. Access to joint venture capital in 2015 provides significant benefits to Bellatrix including insulation against weak commodity prices given enhanced rate of return expectations, and improved capital efficiencies on wells drilled. FIRST QUARTER 2015 FINANCIAL AND OPERATIONAL RESULTS SALES VOLUMES Sales volumes for the three months ended March 31, 2015 increased by 27% to an average of 44,408 boe/d compared to 35,049 boe/d in the first quarter of 2014. Total crude oil, condensate and NGLs averaged approximately 28% of sales volumes for the first three months of 2015 compared to 35% in the same period in 2014. The increase in total sales volumes between the first quarters of 2014 and 2015 was primarily a result of $23.7 million of net drilling and completion capital expenditures for the three months ended March 31, 2015 and Bellatrix's ongoing successful drilling activity in the Cardium and Spirit River resource plays throughout 2014. During the first quarter of 2015, the industry experienced system wide curtailment of interruptible transportation on the Canadian mainline gas transmission system due to ongoing maintenance and pipeline integrity management work and there were also more specific curtailments at certain facilities utilized by Bellatrix resulting from mainline gas transmission system issues. In spite of these system constraints, Bellatrix was able to maintain production levels through proactive management of Bellatrix's firm capacity on the Canadian mainline gas transmission system and utilization of the Bellatrix's infrastructure by providing flexibility to redirect volumes to unaffected plants and delivery points. In conjunction with the Company's decision to construct the Bellatrix Alder Flats Plant, the Company secured firm takeaway capacity along the transmission system to match the incremental gross sales capacity of both Phase 1 and Phase 2 of the Bellatrix Alder Flats Plant. Bellatrix's firm takeaway capacity on the mainline system will grow from approximately 220 mmcf/d currently, to approximately 330 mmcf/d upon completion of Phase 1 of the Bellatrix Alder Flats Plant, with subsequent growth to 430 mmcf/d upon completion of Phase 2. Bellatrix also put in place long term firm transportation and fractionation agreements with an established midstream company ensuring takeaway, processing and marketing of all NGL and condensate products produced at the plant. Sales Volumes Crude oil and condensate (bbls/d) NGLs (excluding condensate) (bbls/d) Total crude oil, condensate and NGLs (bbls/d) Natural gas (mcf/d) Total sales volumes (6:1 conversion) (boe/d) Three months ended March 31, 2015 2014 5,842 6,973 6,802 5,432 12,644 12,405 190,582 135,865 44,408 35,049 In the three months ended March 31, 2015, Bellatrix posted a 100% success rate, drilling and/or participating in 6 gross (3.2 net) wells, consisting of 3 gross (2.0 net) Spirit River liquids-rich gas wells, and 3 gross (1.2 net) Cardium oil wells. One operated Cardium well drilled in the first quarter was included under the Troika Joint Venture and one operated Spirit River liquids-rich gas well was drilled under the Grafton Joint Venture. The Company anticipates directing the majority of its drilling and completion capital for the remainder of 2015 to its Spirit River opportunities and to continue levering joint venture capital. By comparison, during the first quarter of 2014, Bellatrix drilled and/or participated in 44 gross (25.6 net) wells, consisting of 36 gross (21.9 net) Cardium light oil horizontal wells, 7 gross (3.0 net) Spirit River liquids-rich gas wells, and one gross (0.7 net) Cardium gas well. Bellatrix's drilling activity in 2014 was weighted 82% towards oil wells, and 18% towards gas wells. 11 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS Crude oil, condensate and NGL sales volumes increased by 2% in the three months ended March 31, 2015 averaging 12,644 bbls/d compared to 12,405 bbls/d in the first three months of 2014. Sales of natural gas averaged 190.6 mmcf/d during the first quarter of 2015, an increase of 40% compared to 135.9 mmcf/d in the three months ended March 31, 2014. DRILLING ACTIVITY Cardium oil Spirit River liquids-rich natural gas Cardium natural gas Total Gross 3 3 6 Three months ended March 31, 2015 Success Net Rate 1.2 100% 2.0 100% 100% 3.2 100% Gross 36 7 1 44 Three months ended March 31, 2014 Success Net Rate 21.9 100% 3.0 100% 0.7 100% 25.6 100% A net capital budget to not exceed $200 million has been set for fiscal 2015. Based on the timing of proposed expenditures, downtime for anticipated plant turnarounds and normal production declines, execution of the $200 million 2015 net capital budget is anticipated to provide 2015 average daily production of approximately 43,000 to 44,000 boe/d. COMMODITY PRICES Average Commodity Prices Exchange rate (US$/CDN$1.00) Crude oil: WTI (US$/bbl) Canadian Light crude blend ($/bbl) Bellatrix's average realized prices ($/bbl) Crude oil and condensate NGLs (excluding condensate) Total crude oil, and NGLs Total crude oil, and NGLs (including risk management (1)) Natural gas: NYMEX (US$/mmbtu) AECO daily index (CDN$/mcf) AECO monthly index (CDN$/mcf) Bellatrix's average realized price ($/mcf) Bellatrix's average realized price (including risk management (1)) ($/mcf) 2015 0.8066 Three months ended March 31, 2014 % Change 0.9064 (11) 48.57 53.22 98.61 99.76 (51) (47) 49.67 18.17 32.72 34.05 98.27 57.50 80.41 74.67 (49) (68) (59) (53) 2.81 2.75 2.95 2.99 3.03 4.72 5.71 4.75 5.88 4.88 (40) (52) (38) (49) (38) (1) Per unit metrics including risk management include realized gains or losses on commodity contracts and exclude unrealized gains or losses on commodity contracts. The global oil markets late in 2014 reacted to the over-supply created from continued production growth from shale plays in the United States, slower than anticipated global demand growth, and sustained production from the OPEC with significant price deterioration. The decline in late 2014 of global oil prices was a market reaction to restore the supply-demand balance. The overall weak global commodity price environment from late 2014 continued through the first quarter 2015. Realized prices in the first quarter 2015 decreased by 31% in crude oil and condensate, 42% in NGL and 25% in natural gas from the fourth quarter of 2014. 12 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS For crude oil and condensate, Bellatrix realized an average price of $49.67/bbl before commodity price risk management contracts during the three months ended March 31, 2015, a decrease of 49% from the average price of $98.27/bbl received in the first three months of 2014. By comparison, the Canadian Light price decreased by 47% and the average West Texas Intermediate (“WTI”) crude oil benchmark price decreased by 51% between the first quarters of 2014 and 2015. The average US$/CDN$1.00 foreign exchange rate decreased by 11% to 0.8066 for the three months ended March 31, 2015 from an average rate of 0.9064 in the first quarter of 2014. Bellatrix's average realized price for NGLs (excluding condensate) decreased by 68% to $18.17/bbl during the first three months of 2015, compared to $57.50/bbl received in the first three months of 2014. Bellatrix's natural gas sales are priced with reference to the daily or monthly AECO indices. Bellatrix's natural gas sold has higher heat content than the industry average, which results in slightly higher realized prices per mcf than the daily AECO index. During the three months ended March 31, 2015, the AECO daily reference price decreased by 52% and the AECO monthly reference price decreased by approximately 38% compared to the same period in 2014. Bellatrix's natural gas average sales price before commodity price risk management contracts for the first three months of 2015 decreased by 49% to $2.99/mcf compared to $5.88/mcf in the first quarter of 2014. Bellatrix's natural gas average price after including commodity price risk management contracts for the three months ended March 31, 2015 averaged $3.03/mcf compared to $4.88/mcf in the first quarter of 2014. REVENUE Total revenue was $90.2 million for the three months ended March 31, 2015, a decrease of 45% compared to $163.6 million realized in the first three months of 2014. In the first quarter of 2015, Bellatrix realized lower light oil, condensate, natural gas, and NGL revenues due primarily to decreased realized average commodity prices in the 2015 period, which were partially offset by a 27% increase in sales volumes resulting from Bellatrix's successful drilling activity. Crude oil and NGLs revenue before other income, royalties and commodity price risk management contracts for the three months ended March 31, 2015 decreased by 59% to $37.2 million from $89.8 million realized during the first quarter of 2014. The decrease in revenue realized between the periods was the result of significantly reduced realized average crude oil and NGL prices, partially offset by 2% higher sales volumes in the first quarter of 2015 compared to the same period in 2014. For the three months ended March 31, 2015, total crude oil, condensate and NGL revenues contributed 42% of petroleum and natural gas sales, compared to 56% in the first three months of 2014. Natural gas revenue before other income, royalties and commodity price risk management contracts was $51.2 million in the three months ended March 31, 2015, a decrease of 29% from $71.9 million realized in the first quarter of 2014. The decrease in realized revenue was attributable to a 49% decrease in realized gas prices before risk management, partially offset by a 40% increase in sales volumes between the first three months of 2014 and 2015. Revenue ($000s) Crude oil and condensate NGLs (excluding condensate) Crude oil and NGLs Natural gas Petroleum and natural gas sales Other income(1) Total revenue (1) Other income primarily consists of processing and other third party income. 13 Three months ended March 31, 2015 2014 26,114 61,671 11,123 28,111 37,237 89,782 51,223 71,937 88,460 161,719 1,726 1,866 90,186 163,585 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS COMMODITY PRICE RISK MANAGEMENT The Company has a formal commodity price risk management policy which permits management to use specified price risk management strategies including fixed price contracts, collars, and the purchase of floor price options and other derivative financial instruments and physical delivery sales contracts to reduce the impact of price volatility for a maximum of eighteen months beyond the transaction date. The program is designed to provide price protection on a portion of the Company's future production in the event of adverse commodity price movement, while retaining significant exposure to upside price movements. By doing this, the Company seeks to provide a measure of stability to funds flow from operations, as well as to ensure Bellatrix realizes positive economic returns from its capital development and acquisition activities. The Company plans to continue its commodity price risk management strategies focusing on maintaining sufficient cash flow to fund Bellatrix's capital expenditure program. Any remaining production is realized at market prices. A summary of the financial commodity price risk management volumes and average prices by quarter, outstanding as of May 4, 2015, is shown in the following tables: Natural Gas Average Volumes (GJ/d) Fixed (GJ/d) Q2 2015 180,000 Q3 2015 180,000 Q4 2015 98,777 Q2 2015 2.55 Q3 2015 2.55 Q4 2015 2.56 Q2 2015 3,000 Q3 2015 3,000 Q4 2015 3,000 Q2 2015 70.34 Q3 2015 70.34 Q4 2015 70.34 Average Price ($/GJ AECO C) Fixed price (CDN$/GJ) Crude Oil and Liquids Average Volumes (bbls/d) Fixed (bbls/d) Average Price ($/bbl WTI) Fixed price (CDN$/bbl) When the Company has outstanding commodity price risk management contracts at a reporting date, the fair value, or mark-to-market value, of these contracts reflected in its financial statements as an unrealized asset or liability is based on the estimated amount that would have been received or paid to settle the contracts as at the reporting date and would differ from what would eventually be realized. Changes in the fair value of the commodity contracts are recognized in the condensed consolidated statements of comprehensive income (loss) within the financial statements. The following are summaries of the gain (loss) on commodity contracts for the three months ended March 31, 2015 and 2014 as reflected in the condensed consolidated statements of comprehensive income (loss): 14 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS Commodity Contracts Three months ended March 31, 2015 ($000s) Realized cash gain on contracts Unrealized gain (loss) on contracts (1) Total gain (loss) on commodity contracts Crude Oil 1,510 2,999 4,509 Natural Gas 672 (1,269) (597) Total 2,182 1,730 3,912 Crude Oil (6,417) (6,064) (12,481) Natural Gas (12,221) (17,612) (29,833) Total (18,638) (23,676) (42,314) Three months ended March 31, 2014 ($000s) Realized cash loss on contracts (2) Unrealized loss on contracts(1) Total loss on commodity contracts (1) Unrealized gain (loss) on commodity contracts represents non-cash adjustments for changes in the fair value of these contracts during the period. (2) In January 2014, the Company settled a 1,500 bbl/d $105.00 US crude call option for the term of February to December 31, 2014 for US $0.5 million. ROYALTIES For the three months ended March 31, 2015, royalties incurred totaled $15.0 million compared to $27.4 million incurred in the first quarter of 2014. Overall royalties as a percentage of revenue (after transportation costs) in the first quarter of 2015 were 18% compared to 17% in the same period in 2014. Royalties by Commodity Type ($000s, except where noted) Crude oil, condensate, and NGLs $/bbl Average crude oil, condensate, and NGLs royalty rate (%) Natural Gas $/mcf Average natural gas royalty rate (%) Total Total $/boe Average total royalty rate (%) Three months ended March 31, 2015 2014 9,001 18,784 7.91 16.82 24 21 5,990 0.35 12 8,603 0.70 12 14,991 3.75 18 27,387 8.68 17 Royalties by Type ($000s) Crown royalties Indian Oil and Gas Canada (”IOGC”) royalties Freehold & GORR Total Three months ended March 31, 2015 2014 5,535 8,255 5,376 3,525 4,080 15,607 14,991 27,387 The Company's light crude oil, condensate and NGLs, and natural gas royalties are impacted by lower royalties on more recent wells in their early years of production under the Alberta royalty incentive program. This is offset by increased royalty rates on wells coming off initial royalty incentive rates and wells drilled on Ferrier lands with higher combined IOGC and GORR royalty rates. 15 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS EXPENSES ($000s) Production Transportation Royalties General and administrative Interest and financing charges(1) Share-based compensation Three months ended March 31, 2015 2014 34,219 25,629 4,874 5,037 14,991 27,387 7,330 5,525 6,096 3,727 374 2,509 (1) Does not include financing charges in relation to the Company's accretion of decommissioning liabilities. EXPENSES PER BOE ($ per boe) Production Transportation Royalties General and administrative Interest and financing charges(1) Share-based compensation Three months ended March 31, 2015 2014 8.56 8.12 1.22 1.61 3.75 8.68 1.83 1.75 1.53 1.18 0.09 0.80 (1) Does not include financing charges in relation to the Company's accretion of decommissioning liabilities. PRODUCTION EXPENSES Production expenses totaled $34.2 million ($8.56/boe) for the three months ended March 31, 2015, compared to $25.6 million ($8.12/boe) in the same period in 2014. Production expenses increased on a per boe basis between the first quarters of 2015 and 2014 due to one-time adjustments related to prior periods of $0.62/boe primarily attributable to third party realized facility equalizations. Excluding these one-time adjustments, production expenses per boe for the three months ended March 31, 2015 were $7.94/boe. Bellatrix is targeting production expenses of approximately $131.0 million ($8.25/boe) in the 2015 year, which represents a reduction on a per unit basis from the $8.64/boe production expenses incurred for the 2014 year. The lower per boe target is based upon assumptions of estimated 2015 average production of approximately 43,000 to 44,000 boe/d, continued field optimization work, the start-up of the Bellatrix Alder Flats Plant, and planned capital expenditures in producing areas which are anticipated to lower production expenses. Production Expenses by Commodity Type ($000s, except where noted) Crude oil, condensate and NGLs $/bbl Natural gas $/mcf Total production pxpenses Total $/boe Three months ended March 31, 2015 2014 9,550 9,124 8.39 8.17 24,669 1.44 34,219 8.56 16,505 1.35 25,629 8.12 16 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS TRANSPORTATION Transportation expenses for the three months ended March 31, 2015 were $4.9 million ($1.22/boe), compared to $5.0 million ($1.61/boe) in the same period in 2014. The decrease in transportation costs per boe between the first quarters of 2014 and 2015 was due to additional firm service at certain receipt points and increased fuel costs resulting from higher natural gas pricing realized during the first quarter of 2014. OPERATING NETBACK Operating Netback - Corporate (before risk management) ($/boe) Sales(1) Production Transportation Royalties Operating netback Three months ended March 31, 2015 2014 22.56 51.86 (8.56) (8.12) (1.22) (1.61) (3.75) (8.68) 9.03 33.45 (1) Sales includes other income. For the three months ended March 31, 2015, the corporate operating netback (before commodity risk management contracts) was $9.03/boe, a decrease of 73% compared to $33.45/boe in the first quarter of 2014. The reduced netback realized in the first three months of 2015 was primarily the result of suppressed average realized commodity prices and higher production expenses, partially offset by decreased royalty and transportation expenses. After including commodity risk management contracts, the corporate operating netback for the three months ended March 31, 2015 was $9.58/boe, compared to $27.54/boe in the first quarter of 2014. Per unit metrics including risk management include realized gains or losses on commodity contracts and exclude unrealized gains or losses on commodity contracts. Operating Netback - Crude Oil, Condensate, and NGLs (before risk management) ($/bbl) Sales Production Transportation Royalties Operating netback Three months ended March 31, 2015 2014 32.72 80.41 (8.39) (8.17) (1.32) (1.89) (7.91) (16.82) 15.10 53.53 Operating netback for crude oil, condensate, and NGLs decreased by 72% to $15.10/bbl for the three months ended March 31, 2015 from $53.53/bbl realized in the same period in 2014. The lower netback was primarily attributable to lower crude oil, condensate, and NGL commodity prices and higher production expenses, partially offset by reduced royalty and transportation expenses. After including commodity price risk management contracts, operating netback for crude oil, condensate, and NGLs for the three months ended March 31, 2015 was $16.43/bbl compared to $47.78/bbl in the first quarter of 2014. 17 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS Operating Netback - Natural Gas (before risk management) ($/mcf) Sales Production Transportation Royalties Operating netback Three months ended March 31, 2015 2014 2.99 5.88 (1.44) (1.35) (0.20) (0.24) (0.35) (0.70) 1.00 3.59 For the three months ended March 31, 2015, Bellatrix realized an operating netback for natural gas of $1.00/mcf, a decrease of 72% from $3.59/mcf realized in the first three months of 2014. The reduction to the netback realized between the first quarters of 2014 and 2015 reflected reduced natural gas prices and increased production expenses, partially offset by decreased royalty and transportation expenses. After including commodity risk management contracts, operating netback for natural gas for the first quarter of 2015 was $1.04/mcf compared to $2.59/mcf in the same period in 2014. GENERAL AND ADMINISTRATIVE G&A expenses (after capitalized G&A and recoveries) for the three months ended March 31, 2015 were $7.3 million ($1.83/boe), compared to $5.5 million ($1.75/boe) in the first quarter of 2014. The higher G&A expenses incurred in the first three months of 2015 were primarily reflective of higher compensation costs and related staffing costs as Bellatrix's headcount increased by 26% between the periods to manage the increased operational and production activities as well as lower capitalization of G&A and recoveries from partners associated with lower capital spending. The Company has initiated a multitude of cost saving strategies to reduce G&A expenses that will be realized throughout 2015. General and Administrative Expenses ($000s, except where noted) Gross expenses Capitalized Recoveries G&A expenses G&A expenses, per unit ($/boe) Three months ended March 31, 2015 2014 13,099 13,902 (2,258) (3,887) (3,511) (4,490) 7,330 5,525 1.83 1.75 INTEREST AND FINANCING CHARGES For the three months ended March 31, 2015, Bellatrix recorded $6.1 million ($1.53/boe) of interest and financing charges related to bank debt, compared to $3.7 million ($1.18/boe) during the same period in 2014. The overall increase in interest and financing charges between the first quarters of 2014 and 2015 was primarily due to higher interest charges as the Company carried a higher average debt balance during the first three months of 2015 relative to the same period in 2014 and is supported by the expansion of Bellatrix's credit facility to $725 million. Bellatrix's total net debt at March 31, 2015 of $696.4 million included $622.6 million of bank debt and an adjusted working capital deficiency of $73.8 million. Interest and Financing Charges(1) ($000s, except where noted) Interest and financing charges Interest and financing charges ($/boe) Three months ended March 31, 2015 2014 6,096 3,727 1.53 1.18 (1) Does not include financing charges in relation to the Company's accretion of decommissioning liabilities. 18 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS Debt to Funds Flow from Operations Ratio ($000s, except where noted) Shareholders' equity Three months ended March 31, 2015 2014 1,237,216 933,670 Long-term debt Adjusted working capital deficiency (2) Total net debt (2) at period end 622,648 73,800 696,448 335,118 137,970 473,088 Debt to funds flow from operations ratio (annualized)(1)(3) Funds flow from operations (1) (annualized) Total net debt (2) at period end Total net debt to periods funds flow from operations ratio (annualized) (3) 99,432 696,448 7.0x 310,568 473,088 1.5x Debt to funds flow from operations ratio (trailing)(1)(4) Funds flow from operations (1) trailing (4) Total net debt (2) at year-end Total net debt (2) to funds flow from operations ratio (trailing)(1)(4) 217,969 696,448 3.2x 229,091 473,088 2.1x (1) As detailed previously in this MD&A, funds flow from operations is an additional GAPP term that does not have any standardized meaning under GAAP. Funds flow from operations is calculated as cash flow from operating activities, excluding decommissioning costs incurred, changes in non-cash working capital incurred and transaction costs. Refer to the reconciliation of cash flow from operating activities to funds flow from operations appearing elsewhere herein. (2) Total net debt is considered to be an additional GAAP measure. Therefore reference to the additional GAAP measure of total net debt may not be comparable with the calculation of similar measures for other entities. The Company's calculation of total net debt excludes deferred lease inducements, decommissioning liabilities, the long-term finance lease obligation, deferred lease inducements, and the deferred tax liability. Total net debt includes the adjusted working capital deficiency (excess). The adjusted working capital deficiency (excess) is an additional GAAP measure calculated as net working capital deficiency (excess) excluding short-term commodity contract assets and liabilities, current finance lease obligation, and deferred lease inducements. A reconciliation between total liabilities under GAAP and total net debt as calculated by the Company is found below in this MD&A. (3) For the three months ended March 31, 2015 and 2014, total net debt to funds flow from operations ratio (annualized) is calculated based upon first quarter funds flow from operations annualized. (4) Trailing periods funds flow from operations ratio annualized is based upon the twelve-month periods ended March 31, 2015 and March 31, 2014. Reconciliation of Total Liabilities to Total Net Debt ($000s) Total liabilities per financial statements Current liabilities (included within working capital calculation below) Decommissioning liabilities Finance lease obligation Deferred lease inducements Deferred taxes Adjusted working capital Current assets Current liabilities Current portion of finance lease Current portion of deferred lease inducements Current portion of commodity contract asset Current portion of commodity contract liability Total net debt 19 2015 1,027,532 (218,736) (96,028) (9,671) (2,642) (77,807) As at March 31, 2014 774,259 (318,301) (71,479) (11,262) (2,493) (35,606) (144,735) 218,736 (1,591) (340) 2,999 (1,269) 73,800 696,448 (137,924) 318,301 (1,514) (285) (40,608) 137,970 473,088 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS SHARE-BASED COMPENSATION For the three months ended March 31, 2015, non-cash share-based compensation expense was $0.4 million compared to $2.5 million in the same period in 2014. The decrease in non-cash share-based compensation expense was composed of a recovery of $0.5 million for Deferred Share Units ("DSUs") (2014: $0.9 million expense), a recovery of $0.2 million (2014: expense of $0.9 million) for Restricted Awards ("RAs"), and a recovery of $0.1 million (2014: expense of $0.4 million) for Performance Awards ("PAs"), partially offset by a higher expense for the Company's outstanding share options of $1.6 million (2014: $1.3 million) and lower capitalized share-based compensation of $0.4 million (2014: $1.0 million). The recovery for DSUs, RAs, and PAs recognized during the first quarter of 2015 was primarily due to the revaluation of DSUs, RAs, and PAs to a lower weighted average share trading price at March 31, 2015 than March 31, 2014. DEPLETION, DEPRECIATION AND IMPAIRMENT Depletion and depreciation expense (excluding impairment) for the three months ended March 31, 2015 was $48.4 million ($12.11/boe) compared to $36.4 million ($11.54/boe) recognized in the first quarter of 2014. The increase in depletion and depreciation expense between the periods was primarily a result of a higher cost base impacted by net facility and equipping capital expenditures, which excludes $79.2 million of facilities under construction and related pipelines, and increased future development costs and higher production in the 2015 period. For the three months ended March 31, 2015, Bellatrix has included a total of $1.19 billion (2014: $1.07 billion) for future development costs in the depletion calculation and excluded from the depletion calculation a total of $83.3 million (2014: $69.9 million) for estimated salvage. Depletion and Depreciation ($000s, except where noted) Depletion and depreciation Per unit ($/boe) Three months ended March 31, 2015 2014 48,382 36,405 12.11 11.54 Impairment As at March 31, 2015, Bellatrix determined there were no impairment indicators requiring an impairment test to be performed. INCOME TAXES Deferred income taxes arise from differences between the accounting and tax basis of the Company's assets and liabilities. For the three months ended March 31, 2015, the Company recognized a deferred income tax recovery of $3.8 million, compared to an expense of $8.6 million during the first three months of 2014. The deferred income tax recovery recognized in the first quarter of 2015 compared to the deferred income tax expense recognized in the first quarter of 2014 was attributable to a net loss recognized in the 2015 period compared to a net profit after adjusting for non-deductible tax items realized during the first quarter of 2014. At March 31, 2015, the Company had a total deferred tax liability balance of $77.8 million. 20 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS At March 31, 2015, Bellatrix had approximately $1.70 billion in tax pools available for deduction against future income as follows: ($000s) Intangible resource pools: Canadian exploration expenses Canadian development expenses Canadian oil and gas property expenses Foreign resource expenses Alberta non-capital losses greater than Federal non-capital losses Undepreciated capital cost (1) Non-capital losses (expire through 2030) Financing costs Rate % March 31, 2015 March 31, 2014 100 30 10 10 117,300 793,000 194,900 700 99,800 787,500 74,500 800 (Alberta) 100 6 - 55 100 20 S.L. 16,100 409,800 162,300 9,300 1,703,400 16,100 218,300 94,500 9,900 1,301,400 (1) Approximately $384.9 million of undepreciated capital cost pools are class 41, which is claimed at a 25% rate. CASH FLOW FROM OPERATING ACTIVITIES, FUNDS FLOW FROM OPERATIONS AND NET PROFIT (LOSS) As detailed previously in this MD&A, funds flow from operations is a non-GAAP measure that does not have any standardized meaning under GAAP. Bellatrix's method of calculating funds flow from operations may differ from that of other companies, and accordingly, may not be comparable to measures used by other companies. Funds flow from operations is calculated as cash flow from operating activities before decommissioning costs incurred, changes in non-cash working capital incurred, and transaction costs. Reconciliation of Cash Flow from Operating Activities to Funds Flow from Operations ($000s) Cash flow from operating activities Decommissioning costs incurred Change in non-cash working capital Funds flow from operations Three months ended March 31, 2015 2014 22,553 84,300 703 64 1,602 (6,722) 24,858 77,642 Bellatrix's cash flow from operating activities for the three months ended March 31, 2015 decreased by 73% to $22.6 million ($0.12 per basic and diluted share) from $84.3 million ($0.49 per basic share and $0.48 per diluted share) generated during the first quarter of 2014. Bellatrix generated funds flow from operations of $24.9 million ($0.13 per basic and diluted share) in the three months ended March 31, 2015, a decrease of 68% from $77.6 million ($0.45 per basic share and $0.45 per diluted share) generated in the first three months of 2014. The decrease in funds flow from operations between the first quarters of 2014 and 2015 was principally due to reduced realized crude oil, condensate, NGL, and natural gas prices and increased general and administrative and finance expenses, partially offset by a 27% increase in sales volumes between the periods and a net realized gain on commodity contracts in the first quarter of 2015 compared to a net realized loss in the first quarter of 2014 and lower royalty and transportation expenses. Bellatrix maintains a commodity price risk management program to provide a measure of stability to funds flow from operations. Unrealized mark-to-market gains or losses are non-cash adjustments to the fair market value of the contract over its entire term and are included in the calculation of net profit (loss). For the three months ended March 31, 2015, Bellatrix recognized a net loss of $12.7 million ($0.07 per basic and diluted share), compared to a net profit of $25.2 million ($0.15 per basic share and $0.14 per diluted share) in the same period in 2014. The net loss recorded in the first quarter of 2015 compared to the net profit recognized in the first quarter of 2014 was primarily the result of lower funds from operating activities as noted above, increased depletion and depreciation expense, and a lower gain on dispositions in the first quarter of 2015 compared to the first quarter of 2014 due to decreased drilling activity with joint venture capital. These negative impacts were partially offset by a lower stock-based compensation expense recognized in the first quarter of 2015. 21 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS Cash Flow from Operating Activities, Funds Flow from Operations and Net Profit (Loss) ($000s, except per share amounts) Funds flow from operations Basic ($/share) Diluted ($/share) Cash flow from operating activities Basic ($/share) Diluted ($/share) Net profit (loss) Basic ($/share) Diluted ($/share) Three months ended March 31, 2015 2014 24,858 77,642 0.13 0.45 0.13 0.45 22,553 84,300 0.12 0.49 0.12 0.48 (12,688) 25,167 (0.07) 0.15 (0.07) 0.14 CAPITAL EXPENDITURES Bellatrix invested $81.3 million in exploration and development capital projects, excluding property acquisitions and dispositions during the three months ended March 31, 2015, compared to $152.7 million in the first quarter of 2014. Included in first quarter of 2015 facilities and equipment spending was approximately $5.7 million of capital spent on an outlet condensate pipeline which will connect the Bellatrix Alder Flats Plant with third party fractionation facilities. The Company has entered into an arrangement to transfer ownership of the constructed pipeline once commissioned, to a third party at project cost, subject to normal terms and conditions agreeable to both parties estimated to occur during the second quarter of 2015. Exploration and development capital spending during the quarter, net of this transaction, was approximately $75.6 million. Capital Expenditures ($000s) Lease acquisitions and retention Geological and geophysical Drilling and completion costs Facilities and equipment Capital - exploration and development (1) Capital - corporate assets (2) Property acquisitions Total capital expenditures - cash Property dispositions - cash Total net capital expenditures - cash Other - non-cash(3) Total non-cash Total capital expenditures - net(4) Three months ended March 31, 2015 2014 2,356 2,473 603 745 23,701 100,380 54,684 49,088 81,344 152,686 1,154 2,956 701 260 83,199 155,902 (20) (39) 83,179 155,863 7,475 4,990 7,475 4,990 90,654 160,853 (1) Excludes capitalized costs related to decommissioning liabilities expenditures incurred during the period. (2) Capital - corporate assets includes office leasehold improvements, furniture, fixtures and equipment before recoveries realized from landlord lease inducements. (3) Other includes non-cash adjustments for the current period's decommissioning liabilities and share based compensation. (4) Total capital expenditures - net is considered to be a non-GAAP measure. Total capital expenditures - net includes the cash impact of capital expenditures and property dispositions, as well as the non-cash capital impacts of corporate acquisitions, property acquisitions, adjustments to the Company's decommissioning liabilities, and share based compensation. During the first quarter of 2015, Bellatrix continued the construction of the Bellatrix Alder Flats Plant. The Bellatrix Alder Flats Plant will be developed in two phases with a total sales gas capacity of 220 mmcf/d. Phase I of the Bellatrix Alder Flats Plant remains on budget and on schedule for a July 2015 start-up, with $79.2 million total (including partners' share and excluding related pipelines) spent to date. 22 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS Bellatrix's $83.2 million capital program for the three months ended March 31, 2015 was financed from a combination of funds flow from operations and bank debt. Based on the current economic conditions and Bellatrix's operating forecast for 2015, the Company has budgeted a net capital program to not exceed $200 million funded from the Company's cash flows and to the extent necessary, bank indebtedness. The 2015 capital budget is expected to be directed primarily towards horizontal drilling and completions activities in the Spirit River formations and completion of Phase I of the Bellatrix Alder Flats Plant. Dispositions In the three months ended March 31, 2015, a total net gain on dispositions of $6.1 million (2014: $19.1 million) was recognized relating to gains on wells drilled under the Grafton Joint Venture and the Troika Joint Venture which were completed and tied-in during the first three months of 2015. A gain on disposition for each well is recognized to account for the disposal of the pre-payout working interest earned by the joint venture partner on the well, which results from the difference between the percentage of all capital costs contributed for the drilling, completion, equipping and tie-in of the well by the joint venture partner and the pre-payout working interest allocated to the joint venture partner by the Company. The gain on disposition for a well is recognized during the quarter in which the well was completed and tied-in. Under the Grafton Joint Venture, Grafton contributes 82% of the total capital costs required for each well and in return earns 54% of Bellatrix's WI in each well drilled in the well program until payout. Under the Troika Joint Venture, Troika contributes 50% of the total capital costs required for each well and in return earns 35% of Bellatrix's WI in each well drilled in the well program until payout. DECOMMISSIONING LIABILITIES At March 31, 2015, Bellatrix recorded decommissioning liabilities of $96.0 million compared to $88.6 million at December 31, 2014, for future abandonment and reclamation of the Company's properties. During the three months ended March 31, 2015, decommissioning liabilities increased by a net $7.4 million as a result of $0.2 million incurred in relation to development activities, $6.8 million resulting from changes in estimates, and $0.4 million as a result of charges for the unwinding of the discount rates used for assessing liability fair values. The $6.8 million increase as a result of changes in estimates was primarily due to reduced market interest rates which resulted in decreases to discount rates applied to the valuation of liabilities between December 31, 2014 and March 31, 2015. LIQUIDITY AND CAPITAL RESOURCES As an oil and gas business, Bellatrix has a declining asset base and therefore relies on ongoing development and acquisitions to replace production and add additional reserves. Future oil and natural gas production and reserves are highly dependent upon the success of exploiting the Company's existing asset base and in acquiring additional reserves. To the extent Bellatrix is successful or unsuccessful in these activities, cash flow could be increased or decreased. Bellatrix is focused on growing oil and natural gas production from its diversified portfolio of existing and emerging resource plays in Western Canada. Bellatrix remains highly focused on key business objectives of maintaining financial strength and optimizing capital investments which it seeks to attain through a disciplined approach to capital spending, a flexible investment program and financial stewardship. Natural gas prices are primarily driven by North American supply and demand, with weather being the key factor in the short term. Bellatrix believes that natural gas represents an abundant, secure, long-term supply of energy to meet North American needs. Bellatrix's results are affected by external market and risk factors, such as fluctuations in the prices of crude oil and natural gas, movements in foreign currency exchange rates and inflationary pressures on service costs. Bellatrix continually monitors its capital spending program in light of the recent volatility with respect to commodity prices and Canadian dollar exchange rates with the aim of ensuring the Company will be able to meet future anticipated obligations incurred from normal ongoing operations with funds flow from operations and draws on Bellatrix's credit facility, as necessary. 23 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS Even though the Company experienced continual operational success in 2014, volatility in oil and gas prices has resulted in a challenging environment for the energy sector. In response to this volatility and to preserve liquidity and capital resources, Bellatrix announced a reduction to its 2015 net capital budget to not exceed $200 million on January 29, 2015. This represents a 71% reduction from actual 2014 capital spending. Bellatrix has the ability to fund its 2015 capital program to not exceed $200 million by utilizing cash flow and to the extent necessary, bank indebtedness. Bellatrix anticipates annual 2015 production growth of approximately 14% relative to estimated 2014 average production despite this reduced capital spending program. Bellatrix continues to focus on management of all aspects of capital, operating and general and administrative cost structures and commitment to ongoing risk management efforts to protect future cash flows and capital programs. Liquidity risk is the risk that Bellatrix will not be able to meet its financial obligations as they become due. Bellatrix actively manages its liquidity through daily and longer-term cash, debt and equity management strategies. Such strategies encompass, among other factors: having adequate sources of financing available through its bank credit facilities, estimating future cash generated from operations based on reasonable production and pricing assumptions, analysis of economic risk management opportunities, and maintaining sufficient cash flows for compliance with its credit facility financial covenants. Bellatrix was fully compliant with all of its credit facility financial covenants as at March 31, 2015. Bellatrix generally relies upon its operating cash flows and its credit facilities to fund capital requirements and provide liquidity. Future liquidity depends primarily on cash flow generated from operations, existing credit facilities and the ability to access debt and equity markets. From time to time, the Company accesses capital markets to meet its additional financing needs and to maintain flexibility in funding its capital programs. There can be no assurance that future debt or equity financing, or cash generated by operations will be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, that it will be on terms acceptable to Bellatrix. Credit risk is the risk of financial loss to Bellatrix if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from Bellatrix's trade receivables from joint venture partners, petroleum and natural gas marketers, and financial derivative counterparties. A substantial portion of Bellatrix's accounts receivable are with customers and joint interest partners in the petroleum and natural gas industry and are subject to normal industry credit risks. Bellatrix currently sells substantially all of its production to nine primary purchasers under standard industry sale and payment terms. The most significant 60 day exposure to a single counterparty is approximately $16.4 million. Purchasers of Bellatrix's natural gas, crude oil and natural gas liquids are subject to a periodic internal credit review to minimize the risk of non-payment. Bellatrix has continued to closely monitor and reassess the creditworthiness of its counterparties, including financial institutions. This has resulted in Bellatrix mitigating its exposures to certain counterparties by obtaining financial assurances or reducing credit where it is deemed warranted and permitted under contractual terms. Bellatrix may be exposed to third party credit risk through its contractual arrangements with its current or future partners and joint venture partners, marketers of its petroleum and natural gas production, derivative counterparties and other parties. In the event such entities fail to meet their contractual obligations to Bellatrix, such failures may have a material adverse effect on the Company's business, financial condition, results of operations and prospects. In addition, poor credit conditions in the industry and of joint venture partners may impact a joint venture partner's willingness to participate in Bellatrix's ongoing capital program, potentially delaying the program and the results of such program until Bellatrix finds a suitable alternative partner. As at March 31, 2015, the Company has the ability to offer to sell up to an additional $577.4 million on the $750 million Shelf Prospectus. Total net debt levels of $696.4 million at March 31, 2015 increased by $58.7 million from $637.7 million at December 31, 2014. The increase to total net debt was primarily due to capital expenditures for the three months ended March 31, 2015 made as the Company executed its $83.2 million first quarter 2015 capital program. Total net debt levels at March 31, 2015 include the net balance of an adjusted working capital deficiency of $73.8 million, which incorporated $56.6 million in advances from joint venture partners, the majority of which represents drilling obligations predominantly under the Company's joint venture obligations with TCA and Grafton, and under the Daewoo and Devonian Partnership. Total net debt excludes unrealized commodity contract assets and liabilities, deferred taxes, finance lease obligations, deferred lease inducements and decommissioning liabilities. 24 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS Funds flow from operations provided 30% of the funding requirements for Bellatrix's net capital expenditures for the three months ended March 31, 2015. As of March 31, 2015, the Company's credit facilities are available on an extendible revolving term basis and consist of a $75 million operating facility provided by a Canadian bank and a $650 million syndicated facility provided by nine financial institutions, subject to a borrowing base test. Amounts borrowed under the credit facilities will bear interest at a floating rate based on the applicable Canadian prime rate, U.S. base rate, CDOR rate or LIBOR margin rate, plus between 0.8% to 3.75% (expanded to 4.75% in connection with recent amendments described below), depending on the type of borrowing and the Company's senior debt to EBITDA ratio. A standby fee is charged of between 0.405% and 0.84375% (expanded to 1.06875% in connection with recent amendments described below) on the undrawn portion of the credit facilities, depending on the Company's senior debt to EBITDA ratio. The credit facilities are secured by a $1.0 billion debenture containing a first ranking charge and security interest. Bellatrix has provided a negative pledge and undertaking to provide fixed charges over its properties in certain circumstances. The revolving period for the revolving term credit facility will end on May 30, 2017, unless extended for a further period of up to 3 years. Should the facility not be extended, the outstanding balance is due upon maturity. The borrowing base will be subject to redetermination on or before May 31 and November 30 in each year prior to maturity, with the next semi-annual redetermination occurring on or before May 31, 2015. The Company's credit facilities contain market standard terms and conditions, and include, for instance, restrictions on asset dispositions and hedging. Generally, dispositions of properties to which the Company is given lending value in the determination of the borrowing base require lender approval if the net present value (discounted at 10%) attributed to all properties sold in a fiscal year exceeds 5% of the borrowing base in effect at the time of such disposition. In addition, asset dispositions are generally not permitted unless there would be no borrowing base shortfall as a result of such properties being sold. Hedging transactions must not be done for speculative purposes, and the term of any hedging contract cannot exceed 3 years for commodity swaps, interest rate or exchange rate swaps. The aggregate amount hedged under all oil and gas commodity swaps cannot exceed 70% of the Company's average daily sales volume for the first year of a rolling 3 year period, 60% for the second year of such period or 50% for the third year of such period, with the average daily sales volume being based on the Company's production for the previous fiscal quarter. The aggregate amount hedged under all interest rate swaps cannot exceed the outstanding principal amount of any unsecured note debt or have a term exceeding the remaining term of the unsecured note debt. For interest rate swaps unrelated to any unsecured note debt, the aggregate amount hedged cannot exceed 60% of the amount of the commitment under the credit facilities or exceed a term of 3 years. The aggregate amount hedged under all exchange rate swaps cannot exceed the outstanding principal amount of any unsecured note debt or have a term exceeding the remaining term of the unsecured note debt. For exchange rate swaps unrelated to any unsecured note debt, the aggregate amount hedged cannot exceed 60% of Bellatrix's US dollar revenue over the previous 3 months or exceed a term of 3 years. Bellatrix's credit facilities are subject to a number of covenants, all of which were met as at March 31, 2015. Bellatrix calculates its financial covenants quarterly. The calculation for each financial covenant is based on specific definitions, are not in accordance with IFRS and cannot be readily replicated by referring to Bellatrix's condensed consolidated financial statements. As at March 31, 2015, the major financial covenants are: Position at March 31, 2015 Total Debt(1) must not exceed 4.0 times EBITDA(2) for the last four fiscal quarters 2.79x Senior Debt(3) must not exceed 3.5 times EBITDA for the last four fiscal quarters 2.79x EBITDA must not be less than 3.5 times interest expense for the last four fiscal quarters 10.96x (1) "Total Debt" is defined as the sum of the bank loan, the principal amount of long-term debt and certain other liabilities defined in the agreement governing the credit facilities. (2) "EBITDA" refers to earnings before interest, taxes, depreciation and amortization. EBITDA is calculated based on terms and definitions set out in the agreement governing the credit facilities which adjusts net income for financing costs, certain specific unrealized and non-cash transactions, and acquisition and disposition activity and is calculated based on a trailing twelve month basis. (3) "Senior Debt" is defined as Total Debt, excluding any unsecured or subordinated debt. Bellatrix currently does not have any subordinated or unsecured debt. 25 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS In the absence of a material acquisition, Total Debt to EBITDA and Senior Debt to EBITDA covenants must not exceed 3.5 and 3.0 times EBITDA, respectively. In the event of a material acquisition, the Total Debt to EBITDA and Senior Debt to EBITDA covenants are relaxed for two fiscal quarters after the close of the acquisition. Due to material acquisitions in the quarter ended December 31, 2014, the Total Debt to EBITDA and Senior Debt to EBITDA covenants were temporarily increased until June 30, 2015 to not exceed 4.0 and 3.5 times, respectively. Effective March 11, 2015, the Company's banking syndicate agreed to amendments to certain of the financial covenants in response to the recent decline in commodity prices. The Total Debt to EBITDA and Senior Debt to EBITDA financial covenants have been revised such that they each must not exceed: - 4.75 times for the fiscal quarters ending September 30, 2015, December 31, 2015, March 31, 2016 and June 30, 2016; and - 4.0 times for the fiscal quarters ending September 30, 2016, December 31, 2016 and March 31, 2017. During the periods in which these revised financial covenants are in place, the additional automatic relaxation of the debt to EBITDA financial covenants following a material acquisition will not apply. Commencing with the second quarter of 2017, the maximum Senior Debt to EBITDA covenant will return to 3.0 times (3.5 times for the two fiscal quarters immediately following a material acquisition) and the maximum Total Debt to EBITDA covenant will return to 3.5 times (4.0 times for the two fiscal quarters immediately following a material acquisition). The minimum EBITDA to interest expense ratio of 3.5 times remains unchanged. As a corollary to these revised financial covenants, the applicable margin rate will range from 0.8% to 4.75%, depending on the type of borrowing and the Company's Senior Debt to EBITDA ratio and the standby fee will range from 0.405% to 1.06875% on the undrawn portion of the credit facilities, depending on the Company's Senior Debt to EBITDA ratio. Failing a financial covenant may result in cancellation of the credit facilities and/or all or any part of the outstanding loans with all accrued and unpaid interest to be immediately due and payable. Including $0.7 million of outstanding letters of credit that reduce the amount otherwise available to be drawn on the syndicated facility, as at March 31, 2015, approximately $101.6 million or 14% of unused and available bank credit under its credit facilities was available to fund Bellatrix's ongoing capital spending and operational requirements. Bellatrix currently has commitments associated with its credit facilities outlined above and the commitments outlined under the "Commitments" section. As at May 4, 2015, Bellatrix had outstanding a total of 9,650,503 options exercisable at an average exercise price of $6.54 per share and 191,957,243 common shares. COMMITMENTS As at March 31, 2015, Bellatrix committed to drill 8 gross (3.8 net) wells pursuant to farm-in agreements. Bellatrix expects to satisfy these drilling commitments at an estimated net cost of approximately $14.3 million. 26 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS In addition, Bellatrix entered into a joint operating agreement during the 2011 year which includes a minimum commitment for the Company to drill a specified number of wells each year over the term of the agreement. The details of the agreement are provided in the table below: Joint Operating Agreement Commitment term Minimum wells per year (gross and net) Minimum total wells (gross and net) Estimated total cost ($ millions) Remaining wells to drill at March 31, 2015 Remaining estimated total cost ($ millions) Feb. 1, 2011 2011 to 2015 3 15 $ 56.3 3 $ 11.3 Bellatrix also has certain drilling commitments relating to the Grafton Joint Venture, the Daewoo and Devonian Partnership, and the Troika Joint Venture. In meeting the drilling commitments under these agreements, Bellatrix will satisfy some of the drilling commitments under the joint operating agreements described above. During September 2014, the CNOR Joint Venture was formed with CNOR a non-operated oil and gas company managed by Grafton Asset Management Inc. Through the joint venture, CNOR has committed $250 million in capital towards future accelerated development of a portion of Bellatrix's undeveloped land holdings. Bellatrix is not currently subject to any formal well or cost commitments in relation to the CNOR Joint Venture. Daewoo and Agreement Grafton (2) Devonian Troika(3) Commitment term 2013 to 2016 2013 to 2016 2013 to 2015 Minimum total wells (gross) (1) 85 70 63 Minimum total wells (net) (1) 16.9 30.4 31.5 Estimated total cost ($millions) (gross) (1) $ 305.0 $ 200.0 $ 240.0 Estimated total cost ($millions) (net) (1) $ 55.0 $ 100.0 $ 120.0 Remaining wells to drill at March 31, 2015 (gross) (1) 37 22 6 Remaining wells to drill at March 31, 2015 (net) (1) 7.5 11 3 Remaining estimated total cost ($millions) (gross) (1) $ 152.1 $ 88.9 $ 24.6 Remaining estimated total cost ($millions) (net) (1) $ 30.5 $ 44.4 $ 12.3 (1) Gross and net estimated total cost values and gross and net minimum estimated total wells for the Troika and Grafton Joint Ventures represent Bellatrix's total capital and well commitments pursuant to the Troika and Grafton joint venture agreements. Gross and net minimum total wells for the Daewoo and Devonian Partnership represent Bellatrix's total well commitments pursuant to the Daewoo and Devonian Partnership agreement. Gross and net estimated total cost values for the Daewoo and Devonian Partnership represent Bellatrix's estimated cost associated with its well commitments under the Daewoo and Devonian Partnership agreement. Remaining estimated total cost (gross) for the Daewoo and Devonian Partnership is based on initial Daewoo Devonian Partnership gross capital divided by initial total gross capital including third parties. (2) During April 2014, Grafton elected to exercise an option to increase committed capital investment to the Grafton Joint Venture established during 2013 by an additional $50 million, for a total commitment of $250 million. The funding period of the Grafton Joint Venture was extended to the third anniversary of the program's effective date for wells relating to the exercised option. All other terms and conditions of the commitment increase are the same as the previously announced Grafton Joint Venture. (3) The commitment term of the Troika Joint Venture has been extended to 2015 for the wells remaining to be drilled. 27 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS The Company had the following liabilities as at March 31, 2015: Liabilities ($000s) Accounts payable and accrued liabilities (1) Advances from joint venture partners Long-term debt - principal (2) Decommissioning liabilities (3) Finance lease obligation Deferred lease inducements Total Total 158,931 56,605 622,648 96,028 11,262 2,982 948,456 < 1 Year 158,931 56,605 1,591 340 217,467 1-3 Years 622,648 735 3,074 680 627,137 3-5 Years 3,772 1,464 680 5,916 More than 5 years 91,521 5,133 1,282 97,936 (1) Includes $0.8 million of accrued interest payable in relation to the credit facilities is included in accounts payable and accrued liabilities. (2) Bank debt is based on a three year facility, fully revolving until maturity, and extendable annually at the Company's option (subject to lender approval), provided that the term after any extension would not be more than three years. Interest due on the bank credit facility is calculated based upon floating rates. (3) Amounts represent the inflated, discounted future abandonment and reclamation expenditures anticipated to be incurred over the life of the Company's properties (between 2018 and 2065). Off-Balance Sheet Arrangements The Company has certain fixed-term lease agreements, including primarily office space leases, which were entered into in the normal course of operations. All leases have been treated as operating leases whereby the lease payments are included in operating expenses or G&A expenses depending on the nature of the lease. The lease agreements do not currently provide for early termination. No asset or liability value has been assigned to these leases in the balance sheet as of March 31, 2015. BUSINESS PROSPECTS AND OUTLOOK Bellatrix remains committed to successfully navigating the current pricing environment while sustaining long term value for its shareholders. Bellatrix's low cost structure and high quality asset base provide considerable benefits during challenging periods within the commodity price cycle. First quarter 2015 activity was focused on three principal initiatives. Firstly, the Company efficaciously executed on several critical path items on construction of Phase 1 of the Bellatrix Alder Flats Plant and the plant remains firmly on schedule to meet previously disclosed guidance for start-up on or before July 1, 2015. Secondly, drilling and completion activity was directed toward high rate of return wells, including a greater focus on Bellatrix's high impact and low finding cost Spirit River opportunities which will attract the majority of drilling and completion capital in 2015. Finally, Bellatrix remains committed to maintaining its position as a low cost finder and operator, continuing its emphatic approach to reduce costs and improve full cycle corporate profitability. Capital spending on exploration and development activities of $81.3 million included $54.7 million on facilities and equipment, which represented the highest forecast capital spending quarter of 2015 as the Company nears completion of the Bellatrix Alder Flats Plant. Net capital spending in the second quarter is forecast at approximately $30 million. Bellatrix remains highly focused on key business objectives of maintaining financial strength and optimizing capital investments which it seeks to attain through a disciplined approach to capital spending, a flexible investment program, and financial stewardship. Bellatrix is actively engaged in exploring several capital funding alternatives designed to sustain or reduce year-end net debt in 2015 when compared to 2014 year-end net debt of $638 million, while maintaining delivery of the 2015 full year average production guidance of 43,000 to 44,000 boe/d, representing 14% year over year average production growth. Bellatrix will revisit its capital budget on a continuous basis, will strategically review all sources and costs of capital available to the Company including monetization of assets, and will further curtail capital spending, if necessary, in order to preserve its balance sheet until commodity prices firmly recover. In the first quarter of 2015, Bellatrix proactively obtained amendments to certain of the financial covenants governing the existing bank credit facilities thereby providing Bellatrix enhanced flexibility to successfully navigate through 2015 and optimize its capital decisions. The Company remains committed to preserving the long term strategic value of its assets through this challenging commodity price environment for the benefit of all shareholders. 28 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS 2015 Guidance Average daily production (boe/d) Low range High range Average product mix Crude oil, condensate and NGLs (%) Natural gas (%) Capital spending ($ millions)(1) Expenses ($/boe) Production General and administrative (after capitalized G&A and recoveries) 43,000 44,000 33 67 200 8.25 1.50 (1) Capital spending is up to $200 million and includes exploration and development capital projects and corporate assets, and excludes property acquisitions and dispositions. CRITICAL ACCOUNTING ESTIMATES AND ACCOUNTING POLICIES The reader is advised that the critical accounting estimates, policies, and practices described in the Company's MD&A for the year ended December 31, 2014 continue to be critical in determining Bellatrix's unaudited financial results as of March 31, 2015. There were no changes in accounting policies during the three months ended March 31, 2015. A summary of future accounting pronouncements is found in the Company's MD&A for the year ended December 31, 2014. A copy of the Company's MD&A for the year ended December 31, 2014 is available at www.sedar.com or as part of the Company's annual report on Form 40-F for the year ended December 31, 2014, which may be found at www.sec.gov. LEGAL, ENVIRONMENTAL REMEDIATION AND OTHER CONTINGENT MATTERS The Company is involved in various claims and litigation arising in the normal course of business. While the outcome of these matters is uncertain and there can be no assurance that such matters will be resolved in the Company's favor, the Company does not currently believe that the outcome of adverse decisions in any pending or threatened proceeding related to these and other matters or any amount which it may be required to pay by reason thereof would have a material adverse impact on its financial position or results of operations. The Company reviews legal, environmental remediation and other contingent matters to both determine whether a loss is probable based on judgment and interpretation of laws and regulations and determine that the loss can reasonably be estimated. When the loss is determined, it is charged to earnings. The Company's management monitor known and potential contingent matters and makes appropriate provisions by charges to earnings when warranted by the circumstances. With the above risks and uncertainties the reader is cautioned that future events and results may vary substantially from that which Bellatrix currently foresees. CONTROLS AND PROCEDURES Disclosure Controls and Procedures The Company's President and Chief Executive Officer and Executive Vice President and Chief Financial Officer have designed, or caused to be designed under their supervision, disclosure controls and procedures to provide reasonable assurance that: (i) material information relating to the Company is made known to the Company's President and Chief Executive Officer and Executive Vice President and Chief Financial Officer by others, particularly during the period in which the annual and interim filings are being prepared; and (ii) information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time period specified in securities legislation. 29 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS Internal Control over Financial Reporting The Company's President and Chief Executive Officer and Executive Vice President and Chief Financial Officer have designed, or caused to be designed under their supervision, internal control over financial reporting to provide reasonable assurance regarding the reliability of the Company's financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company is required to disclose herein any change in the Company's internal control over financial reporting that occurred during the period beginning on January 1, 2015 and ended on March 31, 2015 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. No material changes in the Company's internal control over financial reporting were identified during such period that has materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. It should be noted that a control system, including the Company's disclosure and internal controls and procedures, no matter how well conceived, can provide only reasonable, but not absolute, assurance that the objectives of the control system will be met and it should not be expected that the disclosure and internal controls and procedures will prevent all errors or fraud. SENSITIVITY ANALYSIS The table below shows sensitivities to funds flow from operations as a result of product price, exchange rate, and interest rate changes. This is based on actual average prices received for the first quarter of 2015 and average production volumes of 44,408 boe/d during that period, as well as the same level of debt outstanding as at March 31, 2015. Diluted weighted average shares are based upon the first quarter of 2015. These sensitivities are approximations only, and not necessarily valid under other significantly different production levels or product mixes. Commodity price risk management activities can significantly affect these sensitivities. Changes in any of these parameters will affect funds flow as shown in the table below: Funds Flow from Operations(1) (Annualized) Sensitivity Analysis Change of US $1/bbl WTI (2) Change of $0.10/ mcf (2) Change of US $0.01 CDN/ US exchange rate Change in prime of 1% Funds Flow from Operations(1) (Per Diluted Share) ($000s) ($) 4,300 6,100 900 6,200 0.02 0.03 0.01 0.03 (1) The term "funds flow from operations" should not be considered an alternative to, or more meaningful than cash flow from operating activities as determined in accordance with GAAP as an indicator of the Company's performance. Therefore reference to additional GAAP measures of funds flow from operations or funds flow from operations per diluted share may not be comparable with the calculation of similar measures for other entities. Management uses funds flow from operations to analyze operating performance and leverage and considers funds flow from operations to be a key measure as it demonstrates the Company's ability to generate the cash necessary to fund future capital investments and to repay debt. The reconciliation between cash flow from operating activities and funds flow from operations can be found elsewhere herein. Funds flow from operations per share is calculated using the weighted average number of common shares for the period. (2) Commodity price risk management activities are excluded from funds flow from operations sensitivity calculations. 30 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS SELECTED QUARTERLY CONSOLIDATED INFORMATION The following table sets forth selected consolidated financial information of the Company for the quarters in 2015, 2014, and 2013. 2015 - Quarter ended (unaudited) ($000s, except per share amounts) Total revenue(1) Funds flow from operations (1) Funds flow from operations per share (1) Basic Diluted Cash flow from operating activities Cash flow from operating activities per share Basic Diluted Net profit (loss) Net profit (loss) per share Basic Diluted Total net capital expenditures - cash March 31 90,186 24,858 $0.13 $0.13 22,553 $0.12 $0.12 (12,688) ($0.07) ($0.07) 83,179 2014 - Quarter ended (unaudited) ($000s, except per share amounts) Total revenue (1) Funds flow from operations (1) Funds flow from operations per share (1) Basic Diluted Cash flow from operating activities Cash flow from operating activities per share Basic Diluted Net profit Net profit per share Basic Diluted Total net capital expenditures - cash March 31 163,585 77,642 June 30 152,311 71,014 Sept. 30 137,411 60,341 Dec. 31 130,160 61,757 $0.45 $0.45 84,300 $0.40 $0.39 60,063 $0.32 $0.31 60,006 $0.32 $0.32 90,459 $0.49 $0.48 25,167 $0.34 $0.33 38,252 $0.31 $0.31 44,874 $0.47 $0.47 54,830 $0.15 $0.14 155,863 $0.22 $0.21 125,955 $0.23 $0.23 167,790 $0.29 $0.29 232,641 March 31 65,543 35,527 June 30 74,564 29,611 Sept. 30 68,329 25,295 Dec. 31 83,455 38,025 $0.33 $0.30 37,545 $0.27 $0.25 36,563 $0.23 $0.22 30,002 $0.30 $0.29 39,349 $0.35 $0.32 4,561 $0.34 $0.31 15,466 $0.28 $0.25 29,453 $0.31 $0.30 22,195 $0.04 $0.04 91,614 $0.14 $0.13 46,699 $0.27 $0.25 49,452 $0.17 $0.17 99,199 2013 - Quarter ended (unaudited) ($000s, except per share amounts) Total revenue (1) Cash flow from operating activities Cash flow from operating activities per share Basic Diluted Funds flow from operations (1) Funds flow from operations per share (1) Basic Diluted Net profit Net profit per share Basic Diluted Total net capital expenditures - cash (1) Refer to “Additional GAAP Measures” in respect of the terms “funds flow from operations,” “funds flow from operations per share,” “total net debt,” and to “Non-GAAP Measures” in respect of the term “total revenue.” 31 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS Bellatrix's first quarter 2015 results were impacted by a weak global commodity price environment which continued from the fourth quarter of 2014 through the first quarter of 2015. The negative impacts of the recent pricing environment were partially offset by a 27% increase in production over the first quarter of 2014, which resulted from the success of Bellatrix's first quarter 2015 drilling program and Bellatrix's ongoing successful drilling activity in the Cardium and Spirit River resource plays throughout 2014. First quarter 2015 results are compared in detail to first quarter 2014 results throughout this MD&A. In the fourth quarter of 2014, Bellatrix increased its borrowing base and credit facilities by $100 million to $725 million from $625 million. In the three months ended December 31, 2014, Bellatrix's net cash capital expenditures totaled $232.6 million, compared to $99.2 million in the fourth quarter of 2013. The Company drilled and/or participated in 12 gross (7.1 net) wells in the fourth quarter of 2014, compared to 35 gross (21.4 net) wells in the comparative 2013 quarter. Sales volumes increased by 79% to 42,945 boe/d from 23,968 boe/d between the fourth quarters of 2013 and 2014. Bellatrix's total revenue increased by 56% to $130.2 million in the fourth quarter of 2014 from $83.5 million in the comparative quarter in 2013 as a result of the increase in sales volumes between the quarters, in conjunction with higher realized natural gas commodity prices. During the third quarter of 2014, Bellatrix completed several asset acquisitions including a tuck-in acquisition of working interests. In the third quarter of 2014, the Company incurred $167.8 million of net cash capital expenditures, compared to $49.5 million in the third quarter of 2013, and drilled and/or participated in 35 gross (17.5 net) wells, compared to 19 gross (8.6 net) wells in the third quarter of 2013. Bellatrix realized a 73% increase in sales volumes from 21,852 boe/d in the third quarter of 2013 to 37,838 boe/d in the comparative 2014 period. Bellatrix's total revenue increased by 101% to $137.4 million in the third quarter of 2014 from $68.3 million in the comparative quarter in 2013 as a result of the increase in sales volumes between the quarters, in conjunction with higher natural gas prices which were partially offset by reduced crude oil and NGL commodity prices realized in the 2014 third quarter. In the second quarter of 2014, Grafton elected to exercise an option to increase committed capital under the Grafton Joint Venture by $50 million, resulting in a total commitment of $250 million at the end of that quarter. In addition to the expansion of the Grafton Joint Venture, the Company experienced additional successes through the $172.6 million bought deal financing, the expansion of its borrowing base and credit facilities to $625 million from $500 million, and the commissioning of the Blaze Pipeline on April 1, 2014. Bellatrix's net cash capital spending in the second quarter of 2014 totaled $134.6 million, compared to $46.7 million during the comparative 2013 period. During the second quarter of 2014, the Company drilled and/or participated in 19 gross (9.0 net) wells, compared to 5 gross (5.0 net) wells in the same quarter of 2013 and realized a 64% increase in sales volumes to 36,342 boe/d in the second quarter of 2014 from 22,102 boe/d in the second quarter of 2013. The Company realized total revenue of $152.3 million in the second quarter of 2014, an increase of 104% from $74.6 million in the comparative quarter in 2013. The increased revenue was the result of the increase in sales volumes between the second quarters of 2013 and 2014, in conjunction with higher realized natural gas, crude oil and NGL prices realized in the second quarter of 2014 compared to the second quarter of 2013. During the first quarter of 2014, Bellatrix's net cash capital expenditures totaled $155.6 million, compared to $91.6 million in the first quarter of 2013. The Company drilled and/or participated in 44 gross (25.6 net) wells in the first quarter of 2014, compared to 21 gross (17.1 net) wells in the comparative 2013 quarter. Sales volumes increased by 81% to 35,049 boe/d from 19,343 boe/d between the 2013 and 2014 first quarters. The Company's total revenue increased by 150% to $163.6 million in the first quarter of 2014 from $65.5 million in the comparative quarter in 2013 as a result of the increase in sales volumes between the quarters, in conjunction with higher realized crude oil, NGL, and natural gas commodity prices. 32 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited, expressed in Canadian dollars) As at March 31, 2015 ($000s) ASSETS Current assets Restricted cash Accounts receivable (note 13) Deposits and prepaid expenses Current portion of commodity contract asset (note 13) Exploration and evaluation assets (note 3) Property, plant and equipment (note 4) Total assets LIABILITIES Current liabilities Accounts payable and accrued liabilities Advances from joint venture partners Current portion of finance lease obligation Current portion of deferred lease inducements Current portion of commodity contract liability (note 13) Long-term debt (note 5) Finance lease obligation Deferred lease inducements Decommissioning liabilities Deferred taxes (note 9) Total liabilities SHAREHOLDERS' EQUITY Shareholders' capital (note 6) Contributed surplus Retained earnings Total shareholders' equity Total liabilities and shareholders' equity COMMITMENTS (note 12) See accompanying notes to the condensed consolidated financial statements. 33 $ December 31, 2014 21,907 111,474 8,355 2,999 144,735 120,102 1,999,911 $ 2,264,748 $ 25,504 110,118 6,926 142,548 123,639 1,947,298 $ 2,213,485 $ 158,931 56,605 1,591 340 1,269 218,736 $ 154,094 76,388 1,574 340 232,396 622,648 9,671 2,642 96,028 77,807 1,027,532 549,792 10,063 2,727 88,605 81,585 965,168 1,000,071 45,859 191,286 1,237,216 $ 2,264,748 1,000,041 44,302 203,974 1,248,317 $ 2,213,485 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited, expressed in Canadian dollars) For the three months ended March 31, 2015 2014 88,460 1,726 (14,991) 75,195 $ 161,719 1,866 (27,387) 136,198 2,182 1,730 79,107 (18,638) (23,676) 93,884 34,219 4,874 7,330 374 48,382 (6,101) 89,078 25,629 5,037 5,525 2,509 36,405 (19,114) 55,991 (9,971) 37,893 Finance expenses (note 10) 6,495 4,157 NET PROFIT (LOSS) BEFORE TAXES (16,466) 33,736 3,778 (8,569) ($000s, except per share amounts) REVENUES Petroleum and natural gas sales Other income Royalties Total revenue net of royalties Realized gain (loss) on commodity contracts Unrealized gain (loss) on commodity contracts EXPENSES Production Transportation General and administrative Share-based compensation (note 7) Depletion and depreciation (note 4) Gain on property dispositions and swaps (note 4) NET PROFIT (LOSS) BEFORE FINANCE AND TAXES TAXES Deferred tax (expense) recovery (note 9) NET PROFIT (LOSS) AND COMPREHENSIVE INCOME (LOSS) Net profit (loss) per share (note 11) Basic Diluted $ $ (12,688) ($0.07) ($0.07) $ 25,167 $0.15 $0.14 See accompanying notes to the condensed consolidated financial statements. 34 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (unaudited, expressed in Canadian dollars) For the three months ended March 31, ($000s, except per share amounts) SHAREHOLDERS' CAPITAL (note 6) Common shares (note 6) Balance, beginning of year Issued for cash on exercise of share options Share issue costs adjustment, net of tax Contributed surplus transferred on exercised options Balance, end of period CONTRIBUTED SURPLUS Balance, beginning of year Share-based compensation expense Adjustment of share-based compensation expense for forfeitures of unvested share options Transfer to share capital for exercised options Balance, end of period RETAINED EARNINGS Balance, beginning of year Net profit (loss) Balance, end of period TOTAL SHAREHOLDERS' EQUITY See accompanying notes to the condensed consolidated financial statements. 35 2015 $ 1,000,041 23 7 1,000,071 2014 $ 824,065 3,251 32 725 828,073 44,302 1,678 38,958 1,428 (114) (7) 45,859 (82) (725) 39,579 203,974 (12,688) 191,286 40,851 25,167 66,018 $ 1,237,216 $ 933,670 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited, expressed in Canadian dollars) For the three months ended March 31, 2015 ($000s) 2014 Cash provided from (used in): CASH FLOW FROM (USED IN) OPERATING ACTIVITIES Net profit (loss) Adjustments for: Depletion and depreciation (note 4) Finance expenses (note 10) Share-based compensation (note 7) Unrealized (gain) loss on commodity contracts (note 13) Gain on property dispositions and swaps Deferred tax expense (recovery) (note 9) Decommissioning costs incurred Change in non-cash working capital (note 8) $ (12,688) $ 25,167 48,382 399 374 (1,730) (6,101) (3,778) (703) (1,602) 22,553 36,405 430 2,509 23,676 (19,114) 8,569 (64) 6,722 84,300 23 1,010,324 (937,468) (375) (85) 1,089 73,508 3,251 34 485,800 (437,774) (356) (71) (190) 50,694 (1,992) (81,207) 20 (12,882) (96,061) (800) (155,102) 39 20,869 (134,994) Change in cash - - Cash, beginning of period - - CASH FLOW FROM (USED IN) FINANCING ACTIVITIES Issuance of share capital (note 6) Issue costs on share capital (note 6) Advances from loans and borrowings Repayment of loans and borrowings Obligations under finance lease Deferred lease inducements Change in non-cash working capital (note 8) CASH FLOW FROM (USED IN) INVESTING ACTIVITIES Expenditure on exploration and evaluation assets (note 3) Additions to property, plant and equipment Proceeds on sale of property, plant and equipment Change in non-cash working capital (note 8) Cash, end of period Cash paid: Interest Taxes $ - $ - $ 5,588 - $ 3,480 - See accompanying notes to the condensed consolidated financial statements. 36 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited, expressed in Canadian dollars) 1. CORPORATE INFORMATION Bellatrix Exploration Ltd. (the “Company” or “Bellatrix”) is a growth oriented, publicly traded exploration and production oil and gas company. Bellatrix was incorporated in Canada and the Company's registered office and principal place of business is located at 1920, 800 – 5th Avenue SW, Calgary, Alberta, Canada T2P 3T6. 2. BASIS OF PREPARATION a. Statement of Compliance These condensed consolidated financial statements (“interim financial statements”) were authorized by the Board of Directors on May 4, 2015. The Company prepared these interim financial statements in accordance with IAS 34 Interim Financial Reporting. The interim financial statements do not include all information and disclosures normally provided in annual financial statements and should be read in conjunction with the Company's year ended December 31, 2014 audited consolidated financial statements, available at www.sedar.com and through the U.S. Securities and Exchange Commission at www.sec.gov. The Company has prepared these interim financial statements using the same accounting policies and critical accounting estimates applied in the Company's year ended December 31, 2014 audited consolidated financial statements, except as noted below. b. Basis of Measurement The interim financial statements are presented in Canadian dollars, the Company's functional currency, and have been prepared on the historical cost basis except for derivative financial instruments and liabilities for cash-settled share-based payment arrangements measured at fair value. The interim financial statements have, in management's opinion, been properly prepared using careful judgment and reasonable limits of materiality. These interim financial statements are prepared within the framework of the same significant accounting policies, critical judgments, accounting estimates, accounting policies and methods of computation as the consolidated financial statements for the fiscal year ended December 31, 2014. The interim financial statement note disclosures do not include all of those required by International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) applicable for annual financial statements. Accordingly, the interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto as at and for the year ended December 31, 2014. 3. EXPLORATION AND EVALUATION ASSETS ($000s) Cost Balance, December 31, 2013 Acquisitions through business combinations Additions Transfer to oil and natural gas properties Disposals (1) Balance, December 31, 2014 Additions Transfer to oil and natural gas properties Balance, March 31, 2015 (1) Disposals include swaps. 37 $ 132,971 4,596 6,788 (20,685) (31) 123,639 1,992 (5,529) $ 120,102 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited, expressed in Canadian dollars) 4. PROPERTY, PLANT AND EQUIPMENT ($000s) Oil and Natural Gas Properties Cost Balance, December 31, 2013 Acquisitions through business combinations Additions Transfer from exploration and evaluation assets Joint venture wells Transfers Disposals (1) Balance, December 31, 2014 Additions Transfer from exploration and evaluation assets Joint venture wells Disposals (1) Balance, March 31, 2015 $ 1,629,027 230,366 563,015 20,685 53,169 (32,921) (9,809) 2,453,532 88,252 5,529 6,147 (87) $ 2,553,373 $ $ $ Accumulated Depletion, Depreciation and Impairment Losses Balance, December 31, 2013 Charge for time period Impairment loss Balance, December 31, 2014 Charge for time period Balance, March 31, 2015 Office Furniture and Equipment $ 11,585 11,164 22,749 1,154 23,903 344,962 167,914 10,813 523,689 47,470 571,159 $ 2,241 3,053 5,294 912 6,206 $ 1,929,843 $ 1,982,214 $ $ 17,455 17,697 $ Total $ 1,640,612 230,366 574,179 20,685 53,169 (32,921) (9,809) 2,476,281 89,406 5,529 6,147 (87) $ 2,577,276 $ $ 347,203 170,967 10,813 528,983 48,382 577,365 (1) Disposals include swaps. Carrying amounts At December 31, 2014 At March 31, 2015 $ 1,947,298 $ 1,999,911 Bellatrix has included $1.19 billion (2014: $1.07 billion) for future development costs and excluded $83.3 million (2014: $69.9 million) for estimated salvage from the depletion calculation for the three months ended March 31, 2015. Facilities under construction associated capital of $79.2 million was excluded from the depletable base for the depletion calculation for the three months ended March 31, 2015. In the three months ended March 31, 2015, a total net gain on dispositions of $6.1 million was recognized relating to gains on wells drilled under the Grafton Joint Venture and the Troika Joint Venture which were completed and tied-in during the three month period ending March 31, 2015. A gain on disposition for each well is recognized to account for the disposal of the pre-payout working interest ("WI") earned by the joint venture partner on the well, which results from the difference between the percentage of all capital costs contributed for the drilling, completion, equipping and tie-in of the well by the joint venture partner and the pre-payout WI allocated to the joint venture partner by the Company. The gain on disposition for a well is recognized during the quarter in which the well was completed and tied-in. Under the Grafton Joint Venture Agreement, Grafton contributes 82% of the total capital costs required for each well under the Grafton Joint Venture Agreement, and in return earns 54% of Bellatrix's WI in each well drilled until payout. Under the Troika Joint Venture Agreement, Troika contributes 50% of the total capital costs required for each well under the Troika Joint Venture Agreement, and in return earns 35% of Bellatrix's WI in each well until payout. 38 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited, expressed in Canadian dollars) For the three months ended March 31, 2015, the Company capitalized $2.3 million (2014: $3.9 million) of general and administrative expenses and $0.5 million (2014: $1.0 million) of share-based compensation expense directly related to exploration and development activities. Bellatrix's credit facilities are secured against all of the assets of the Corporation by a $1.0 billion debenture containing a first ranking floating charge and security interest. The Corporation has provided a negative pledge and undertaking to provide fixed charges over major petroleum and natural gas reserves in certain circumstances. 5. LONG-TERM DEBT As of March 31, 2015, the Company's credit facilities are available on an extendible revolving term basis and consist of a $75 million operating facility provided by a Canadian bank and a $650 million syndicated facility provided by nine financial institutions. Amounts borrowed under the credit facilities will bear interest at a floating rate based on the applicable Canadian prime rate, U.S. base rate, CDOR rate or LIBOR margin rate, plus between 0.8% to 3.75% (expanded to 4.75% in connection with recent amendments described below), depending on the type of borrowing and the Company's senior debt to EBITDA ratio. A standby fee is charged of between 0.405% and 0.84375% (expanded to 1.06875% in connection with recent amendments described below) on the undrawn portion of the credit facilities, depending on the Company's senior debt to EBITDA ratio. The credit facilities are secured by a $1.0 billion debenture containing a first ranking charge and security interest. Bellatrix has provided a negative pledge and undertaking to provide fixed charges over its properties in certain circumstances. The revolving period for the revolving term credit facility will end on May 30, 2017, unless extended for a further period of up to three years. Should the facility not be extended, the outstanding balance is due upon maturity. The borrowing base will be subject to redetermination on or before May 31 and November 30 in each year prior to maturity, with the next semi-annual redetermination occurring on or before May 31, 2015. The Company's credit facilities contain market standard terms and conditions, and include, for instance, restrictions on asset dispositions and hedging. Generally, dispositions of properties to which the Company is given lending value in the determination of the borrowing base require lender approval if the net present value (discounted at 10%) attributed to all properties sold in a fiscal year exceeds 5% of the borrowing base in effect at the time of such disposition. In addition, asset dispositions are generally not permitted unless there would be no borrowing base shortfall as a result of such properties being sold. Hedging transactions must not be done for speculative purposes, and the term of any hedging contract cannot exceed 3 years for commodity swaps, interest rate or exchange rate swaps. The aggregate amount hedged under all oil and gas commodity swaps cannot exceed 70% of the Company's average daily sales volume for the first year of a rolling 3 year period, 60% for the second year of such period or 50% for the third year of such period, with the average daily sales volume being based on the Company's production for the previous fiscal quarter. The aggregate amount hedged under all interest rate swaps cannot exceed the outstanding principal amount of any unsecured note debt or have a term exceeding the remaining term of the unsecured note debt. For interest rate swaps unrelated to any unsecured note debt, the aggregate amount hedged cannot exceed 60% of the amount of the commitment under the credit facilities or exceed a term of 3 years. The aggregate amount hedged under all exchange rate swaps cannot exceed the outstanding principal amount of any unsecured note debt or have a term exceeding the remaining term of the unsecured note debt. For exchange rate swaps unrelated to any unsecured note debt, the aggregate amount hedged cannot exceed 60% of Bellatrix's US dollar revenue over the previous 3 months or exceed a term of 3 years. 39 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited, expressed in Canadian dollars) Bellatrix's credit facilities are subject to a number of covenants, all of which were met as at March 31, 2015. Bellatrix calculates its financial covenants quarterly. The calculation for each financial covenant is based on specific definitions which are not in accordance with IFRS and cannot be readily replicated by referring to Bellatrix's condensed consolidated financial statements. As at March 31, 2015, the major financial covenants are: Total Debt (1) must not exceed 4.0 times EBITDA(2) for the last four fiscal quarters Senior Debt (3) must not exceed 3.5 times EBITDA for the last four fiscal quarters EBITDA must not be less than 3.5 times interest expense for the last four fiscal quarters Position at March 31, 2015 2.79x 2.79x 10.96x (1) "Total Debt" is defined as the sum of the bank loan, the principal amount of long-term debt and certain other liabilities defined in the agreement governing the credit facilities. (2) "EBITDA" refers to earnings before interest, taxes, depreciation and amortization. EBITDA is calculated based on terms and definitions set out in the agreement governing the credit facilities which adjusts net income for financing costs, certain specific unrealized and non-cash transactions, and acquisition and disposition activity and is calculated based on a trailing twelve month basis. (3) "Senior Debt" is defined as Total Debt, excluding any unsecured or subordinated debt. Bellatrix currently does not have any subordinated or unsecured debt. In the absence of a material acquisition, Total Debt to EBITDA and Senior Debt to EBITDA covenants must not exceed 3.5 and 3.0 times EBITDA, respectively. In the event of a material acquisition, the Total Debt to EBITDA and Senior Debt to EBITDA covenants are relaxed for two fiscal quarters after the close of the acquisition. Due to material acquisitions in the quarter ended December 31, 2014, the Total Debt to EBITDA and Senior Debt to EBITDA covenants are temporarily increased until June 30, 2015 to not exceed 4.0 and 3.5 times, respectively. Effective March 11, 2015, the Company's banking syndicate agreed to amendments to certain of the financial covenants in response to the recent decline in commodity prices. The Total Debt to EBITDA and Senior Debt to EBITDA financial covenants have been revised such that they each must not exceed: - 4.75 times for the fiscal quarters ending September 30, 2015, December 31, 2015, March 31, 2016 and June 30, 2016; and - 4.0 times for the fiscal quarters ending September 30, 2016, December 31, 2016 and March 31, 2017. During the periods in which these revised financial covenants are in place, the additional automatic relaxation of the debt to EBITDA financial covenants following a material acquisition will not apply. Commencing with the second quarter of 2017, the maximum Senior Debt to EBITDA covenant will return to 3.0 times (3.5 times for the two fiscal quarters immediately following a material acquisition) and the maximum Total Debt to EBITDA covenant will return to 3.5 times (4.0 times for the two fiscal quarters immediately following a material acquisition). The minimum EBITDA to interest expense ratio of 3.5 times remains unchanged. As a corollary to these revised financial covenants, the applicable margin rate will range from 0.8% to 4.75%, depending on the type of borrowing and the Company's Senior Debt to EBITDA ratio and the standby fee will range from 0.405% to 1.06875% on the undrawn portion of the credit facilities, depending on the Company's Senior Debt to EBITDA ratio. In the event that the Company is not able to comply with these covenants, as amended, the banking syndicate may not be willing to agree to a further amendment to the financial covenants and as a result the Company's access to capital could be restricted or repayment could be required. As at March 31, 2015, the Company had outstanding letters of credit totaling $0.7 million that reduce the amount otherwise available to be drawn on the syndicated facility. As at March 31, 2015, the Company had approximately $101.6 million or 14% of unused and available bank credit under its credit facilities. 40 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited, expressed in Canadian dollars) 6. SHAREHOLDER'S CAPITAL Bellatrix is authorized to issue an unlimited number of common shares. All shares issued are fully paid and have no par value. The common shareholders are entitled to dividends declared by the Board of Directors; no dividends were declared by the Board of Directors during the three months ended March 31, 2015. 2015 2014 Number Amount Number Amount ($000s) Common shares, opening balance Share issue costs adjustment, net of tax effect Shares issued for cash on exercise of options Contributed surplus transferred on exercised options Balance, end of period 7. 191,950,576 6,667 191,957,243 $ $ ($000s) 1,000,041 23 170,990,605 1,770,623 7 1,000,071 172,761,228 $ $ 824,065 32 3,251 725 828,073 SHARE-BASED COMPENSATION PLANS The following table provides a summary of the Company's share-based compensation plans for the three months ended March 31, 2015: Share Deferred Restricted Performance ($000s) Options Share Units Awards Awards Total Expense (recovery) for the three months ended March 31, 2015 (1) $ 1,058 $ (496) $ (152) $ (36) $ 374 Liability balance, March 31, 2015 $ $ 2,262 $ 415 $ 1,000 $ 3,677 (1) The expense for share options is net of adjustments for forfeitures of $0.1 million, and capitalization of $0.5 million. The recovery for restricted awards is net of adjustments for forfeitures of $0.1 million. The following table provides a summary of the Company's share-based compensation plans for the three months ended March 31, 2014: Share Deferred Restricted Performance ($000s) Options Share Units Awards Awards Total Expense for the three months ended March 31, 2014 (1) $ 813 $ 867 $ 583 $ 246 $ 2,509 Liability balance, March 31, 2014 $ $ 4,912 $ 1,890 $ 850 $ 7,652 (1) The expense for share options is net of adjustments for forfeitures of $0.1 million, and capitalization of $0.5 million. The expense for restricted awards is net of capitalization of $0.3 million. The expense for performance awards is net of capitalization of $0.2 million. a. Share Option Plan During the three months ended March 31, 2015, Bellatrix granted 103,000 (2014: 228,000) share options. The fair values of all share options granted are estimated on the date of grant using the Black-Scholes option-pricing model. The weighted average fair market value of share options granted during the three months ended March 31, 2015 and 2014, and the weighted average assumptions used in their determination are as noted below: 2015 2014 Inputs: Share price $ 3.26 $ 8.55 Exercise price $ 3.26 $ 8.55 Risk free interest rate (%) 0.6 1.2 Option life (years) 2.8 2.8 Option volatility (%) 51 45 Results: Weighted average fair value of each share option granted $ 1.09 $ 2.63 41 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited, expressed in Canadian dollars) Bellatrix calculates volatility based on historical share price. Bellatrix incorporates an estimated forfeiture rate between 3% and 10% (2014: 3% to 10%) for stock options that will not vest, and adjusts for actual forfeitures as they occur. The weighted average trading price of the Company's common shares on the Toronto Stock Exchange ("TSX") for the three months ended March 31, 2015 was $3.23 (2014: $8.41). The following tables summarize information regarding Bellatrix's Share Option Plan: Share Options Continuity Weighted Average Exercise Price $ 6.30 $ 3.26 $ 3.39 $ 6.70 $ 6.27 Balance, December 31, 2014 Granted Exercised Forfeited Balance, March 31, 2015 Number 10,913,337 103,000 (6,667) (226,667) 10,783,003 As of March 31, 2015, a total of 19,195,724 common shares were reserved for issuance on exercise of share options, leaving an additional 8,412,721 available for future share option grants. Share Options Outstanding, March 31, 2015 Outstanding Exercise Price $ 3.07 - $ 3.81 $ 3.82 - $ 4.03 $ 4.04 - $ 5.22 $ 5.23 - $ 7.24 $ 7.25 - $ 7.87 $ 7.88 - $ 9.16 $ 9.17 - $10.04 $ 3.07 - $10.04 b. At March 31, 2015 1,556,669 1,288,167 1,249,501 1,795,000 946,666 1,537,500 2,409,500 10,783,003 Weighted Average Exercise Price $ 3.34 $ 3.89 $ 4.21 $ 5.68 $ 7.59 $ 8.08 $ 9.25 $ 6.27 Exercisable Weighted Average Remaining Contractual Life (years) 2.2 0.3 3.8 1.7 3.8 3.8 4.2 2.9 At March 31, 2015 983,005 1,221,499 317,333 1,533,654 276,965 507,654 4,840,110 Exercise Price $ 3.38 $ 3.89 $ 4.63 $ 5.47 $ 7.59 $ 8.07 $ 4.98 Deferred Share Unit Plan During the three months ended March 31, 2015, the Company granted 53,200 (2014: 14,115) Deferred Share Units ("DSUs"), and had 706,718 DSUs outstanding as at March 31, 2015 (2014: 547,021). A total of $2.3 million (December 31, 2014: $2.8 million) was included in accounts payable and accrued liabilities as at March 31, 2015 in relation to the DSUs. 42 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited, expressed in Canadian dollars) c. Incentive Plan On August 7, 2013, the Directors of Bellatrix approved an Incentive Plan where the Company may grant Restricted Awards ("RAs") and Performance Awards ("PAs") to officers, employees, and other service providers. Unless approved by the TSX (or such other stock exchange on which the common shares may be listed) and the shareholders, the Incentive Plan does not provide for the issuance of common shares to holders of PAs or RAs, but rather RAs and PAs are settled in cash in lieu of such common shares. During the three months ended March 31, 2015, the Company granted nil (2014: nil) RAs, settled nil (2014: nil) RAs, and had 754,051 RAs outstanding as at March 31, 2015 (2014: 490,300). A total of 13,000 RAs were forfeited during the three months ended March 31, 2015 (2014: 18,000). A total of $0.4 million (December 31, 2014: $0.6 million) was included in accounts payable and accrued liabilities as at March 31, 2015 in relation to the RAs. During the three months ended March 31, 2015, the Company granted nil (2014: nil) PAs, and had 751,450 PAs outstanding as at March 31, 2015 (2014: 452,700). A total of nil PAs were forfeited during the three months ended March 31, 2015 (2014: 18,000). A total of $1.0 million (December 31, 2014: $1.1 million) was included in accounts payable and accrued liabilities as at March 31, 2015 in relation to the PAs. 8. SUPPLEMENTAL CASH FLOW INFORMATION Change in Non-cash Working Capital ($000s) Changes in non-cash working capital items: Restricted cash Accounts receivable Deposits and prepaid expenses Accounts payable and accrued liabilities Advances from joint venture partners Three months ended March 31, 2015 2014 $ $ Changes related to: Operating activities Financing activities Investing activities $ $ 9. 3,597 (1,356) (1,429) 5,576 (19,783) (13,395) (1,602) 1,089 (12,882) (13,395) $ $ $ $ 18,405 (23,376) (4,498) 55,212 (18,342) 27,401 6,722 (190) 20,869 27,401 INCOME TAXES Bellatrix is a corporation as defined under the Income Tax Act (Canada) and is subject to Canadian federal and provincial taxes. Bellatrix is subject to provincial taxes in Alberta, British Columbia, and Saskatchewan as the Company operates in those jurisdictions. Deferred taxes reflect the tax effects of differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts reported for tax purposes. As at March 31, 2015, Bellatrix had approximately $1.70 billion in tax pools available for deduction against future income. Included in this tax basis are estimated non-capital loss carry forwards of approximately $162.3 million that expire in years through 2030. 43 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited, expressed in Canadian dollars) 10. FINANCE INCOME AND EXPENSES ($000s) Interest on long-term debt Accretion on decommissioning liabilities (non-cash) Finance expense Three months ended March 31, 2015 2014 $ 6,096 $ 3,727 399 430 $ 6,495 $ 4,157 11. PER SHARE AMOUNTS The calculation of profit (loss) per basic share for the three months ended March 31, 2015 was based on a net loss of $12.7 million (2014: net profit of $25.2 million). Basic common shares outstanding Fully dilutive effect of: Share options outstanding Fully diluted common shares outstanding Weighted average shares outstanding Dilutive effect of share options (1) Diluted weighted average shares outstanding Three months ended March 31, 2015 2014 191,957,243 172,761,228 10,783,003 202,740,246 191,953,095 191,953,095 9,472,505 182,233,733 171,626,707 2,695,223 174,321,930 (1) For the three months ended March 31, 2015, a total of 10,783,003 (2014: 6,777,282) share options were excluded from the calculation as they were antidilutive. 12. COMMITMENTS The Company is committed to payments under fixed term operating leases which do not currently provide for early termination. As at March 31, 2015, Bellatrix committed to drill 8 gross (3.8 net) wells pursuant to farm-in agreements. Bellatrix expects to satisfy these drilling commitments at an estimated net cost of approximately $14.3 million. In addition, Bellatrix entered into a joint operating agreement during the 2011 year which includes a minimum commitment for the Company to drill a specified number of wells each year over the term of the agreement. The details of the agreement are provided in the table below: Joint Operating Agreement Commitment term Minimum wells per year (gross and net) Minimum total wells (gross and net) Estimated total cost ($ millions) Remaining wells to drill at March 31, 2015 Remaining estimated total cost ($ millions) Feb. 1, 2011 2011 to 2015 3 15 $ 56.3 3 $ 11.3 Bellatrix also has certain drilling commitments relating to the Grafton Joint Venture, the Daewoo and Devonian Partnership, and the Troika Joint Venture. In meeting the drilling commitments under these agreements, Bellatrix will satisfy some of the drilling commitments under the joint operating agreements described above. 44 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited, expressed in Canadian dollars) During September 2014, the CNOR Joint Venture was formed with CNOR a non-operated oil and gas company managed by Grafton Asset Management Inc. Through the joint venture, CNOR has committed $250 million in capital towards future accelerated development of a portion of Bellatrix's undeveloped land holdings. Bellatrix is not currently subject to any formal well or cost commitments in relation to the CNOR Joint Venture. Daewoo and Agreement Grafton (2) Devonian Troika(3) Commitment term 2013 to 2016 2013 to 2016 2013 to 2015 Minimum total wells (gross) (1) 85 70 63 Minimum total wells (net) (1) 16.9 30.4 31.5 Estimated total cost ($millions) (gross) (1) $ 305.0 $ 200.0 $ 240.0 Estimated total cost ($millions) (net) (1) $ 55.0 $ 100.0 $ 120.0 Remaining wells to drill at March 31, 2015 (gross) (1) 37 22 6 Remaining wells to drill at March 31, 2015 (net) (1) 7.5 11 3 Remaining estimated total cost ($millions) (gross) (1) $ 152.1 $ 88.9 $ 24.6 Remaining estimated total cost ($millions) (net) (1) $ 30.5 $ 44.4 $ 12.3 (1) Gross and net estimated total cost values and gross and net minimum estimated total wells for the Troika and Grafton Joint Ventures represent Bellatrix's total capital and well commitments pursuant to the Troika and Grafton joint venture agreements. Gross and net minimum total wells for the Daewoo and Devonian Partnership represent Bellatrix's total well commitments pursuant to the Daewoo and Devonian Partnership agreement. Gross and net estimated total cost values for the Daewoo and Devonian Partnership represent Bellatrix's estimated cost associated with its well commitments under the Daewoo and Devonian Partnership agreement. Remaining estimated total cost (gross) for the Daewoo and Devonian Partnership is based on initial Daewoo Devonian Partnership gross capital divided by initial total gross capital including third parties. (2) During April 2014, Grafton elected to exercise an option to increase committed capital investment to the Grafton Joint Venture established during 2013 by an additional $50 million, for a total commitment of $250 million. The funding period of the Grafton Joint Venture was extended to the third anniversary of the program's effective date for wells relating to the exercised option. All other terms and conditions of the commitment increase are the same as the previously announced Grafton Joint Venture. (3) The commitment term of the Troika Joint Venture has been extended to 2015 for the wells remaining to be drilled. 13. FINANCIAL RISK MANAGEMENT a. Overview The Company has exposure to the following risks from its use of financial instruments: - Credit risk - Liquidity risk - Market risk This note presents information about the Company's exposure to each of the above risks, the Company's objectives, policies and processes for measuring and managing risk, and the Company's management of capital. Further quantitative disclosures are included throughout these financial statements. The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Board has implemented and monitors compliance with risk management policies. The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to market conditions and the Company's activities. 45 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited, expressed in Canadian dollars) b. Credit Risk As at March 31, 2015, accounts receivable was comprised of the following: Aging ($000s) Joint venture and other trade accounts receivable Amounts due from government agencies Revenue and other accruals Less: Allowance for doubtful accounts Total accounts receivable Not Past Due (less than 90 days) $ 64,194 2,241 34,634 $ 101,069 Past Due (90 days or more) $ 7,080 545 3,110 (330) $ 10,405 Total $ 71,274 2,786 37,744 (330) $ 111,474 Amounts due from government agencies include GST and royalty adjustments. Accounts payable due to same partners includes amounts which may be available for offset against certain receivables. In order to determine the allowance for doubtful accounts, the Company conducts a qualitative analysis of each account comprising the individual balances within its accounts receivable, including the counterparty's identity, customary pay practices, and the terms of the contract under which the obligation arose. Based on the review of the individual balances within the accounts receivable balance at March 31, 2015 and specifically the balances greater than 90 days, a provision of $0.3 million was made. The carrying amount of accounts receivable and derivative assets represents the maximum credit exposure. c. Liquidity Risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company's approach to managing liquidity is to make reasonable efforts to sustain sufficient liquidity to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking harm to the Company's reputation. The Company prepares annual capital expenditure budgets which are regularly monitored and updated as necessary. Further, the Company utilizes authorizations for expenditures on both operated and non-operated projects to further manage capital expenditures. To facilitate the capital expenditure program, the Company has a revolving reserve-based credit facility, as outlined in note 5, which is reviewed semi-annually by the lender. The Company attempts to match its payment cycle with the collection of petroleum and natural gas revenues on the 25th of each month. The Company also mitigates liquidity risk by maintaining an insurance program to minimize exposure to insurable losses. The following are the contractual maturities of liabilities as at March 31, 2015: Liabilities ($000s) Accounts payable and accrued liabilities (1) Advances from joint venture partners Long-term debt - principal (2) Decommissioning liabilities (3) Finance lease obligation Deferred lease inducements Total Total $ 158,931 56,605 622,648 96,028 11,262 2,982 $ 948,456 < 1 Year $ 158,931 56,605 1,591 340 $ 217,467 1-3 Years $ 622,648 735 3,074 680 $ 627,137 3-5 Years $ 3,772 1,464 680 $ 5,916 More than 5 years $ 91,521 5,133 1,282 $ 97,936 (1) Includes $0.8 million of accrued interest payable in relation to the credit facilities is included in accounts payable and accrued liabilities. (2) Bank debt is based on a three year facility, fully revolving until maturity, and extendable annually at the Company's option (subject to lender approval), provided that the term after any extension would not be more than three years. Interest due on the bank credit facility is calculated based upon floating rates. (3) Amounts represent the inflated, discounted future abandonment and reclamation expenditures anticipated to be incurred over the life of the Company's properties (between 2018 and 2065). 46 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited, expressed in Canadian dollars) d. Market Risk Market risk is the risk that changes in market prices, such as foreign exchange rates, commodity prices, and interest rates will affect the Company's net profit or the value of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable limits, while maximizing returns. e. Commodity Price Risk Commodity price risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in commodity prices. Commodity prices for petroleum and natural gas are impacted by not only the relationship between the Canadian and United States dollar, as outlined above, but also world economic events that dictate the levels of supply and demand. The Company utilizes both financial derivatives and physical delivery sales contracts to manage commodity price risks. All such transactions are conducted in accordance with the commodity price risk management policy that has been approved by the Board of Directors. The Company's formal commodity price risk management policy permits management to use specified price risk management strategies including fixed price contracts, costless collars and the purchase of floor price options, other derivative financial instruments, and physical delivery sales contracts to reduce the impact of price volatility and ensure minimum prices for a maximum of eighteen months beyond the current date. The program is designed to provide price protection on a portion of the Company's future production in the event of adverse commodity price movement, while retaining significant exposure to upside price movements. By doing this, the Company seeks to provide a measure of stability to cash flows from operating activities, as well as, to ensure Bellatrix realizes positive economic returns from its capital developments and acquisition activities. As at March 31, 2015, the Company has entered into commodity price risk management arrangements as follows: Type Oil fixed Oil fixed Natural gas fixed Natural gas fixed Natural gas fixed Natural gas fixed Natural gas fixed Natural gas fixed Natural gas fixed Natural gas fixed Natural gas fixed Natural gas fixed Natural gas fixed Natural gas fixed Natural gas fixed f. Period February 1, 2015 to Dec. 31, 2015 February 1, 2015 to Dec. 31, 2015 April 1, 2015 to October 31, 2015 April 1, 2015 to October 31, 2015 April 1, 2015 to October 31, 2015 April 1, 2015 to October 31, 2015 April 1, 2015 to October 31, 2015 April 1, 2015 to October 31, 2015 April 1, 2015 to October 31, 2015 April 1, 2015 to October 31, 2015 April 1, 2015 to October 31, 2015 April 1, 2015 to October 31, 2015 March 1, 2015 to December 31, 2015 March 1, 2015 to December 31, 2015 March 1, 2015 to December 31, 2015 Volume 2,000 bbl/d 1,000 bbl/d 20,000 GJ/d 20,000 GJ/d 2,500 GJ/d 15,000 GJ/d 5,000 GJ/d 20,000 GJ/d 10,000 GJ/d 10,000 GJ/d 10,000 GJ/d 10,000 GJ/d 20,000 GJ/d 20,000 GJ/d 17,500 GJ/d Price Floor $ 70.27 CDN $ 70.48 CDN $ 2.50 CDN $ 2.50 CDN $ 2.53 CDN $ 2.50 CDN $ 2.80 CDN $ 2.53 CDN $ 2.54 CDN $ 2.59 CDN $ 2.59 CDN $ 2.58 CDN $ 2.56 CDN $ 2.58 CDN $ 2.56 CDN Price Ceiling $ 70.27 CDN $ 70.48 CDN $ 2.50 CDN $ 2.50 CDN $ 2.53 CDN $ 2.50 CDN $ 2.80 CDN $ 2.53 CDN $ 2.54 CDN $ 2.59 CDN $ 2.59 CDN $ 2.58 CDN $ 2.56 CDN $ 2.58 CDN $ 2.56 CDN Index WTI WTI AECO AECO AECO AECO AECO AECO AECO AECO AECO AECO AECO AECO AECO Capital Management The Company's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain the future development of the business. The Company manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying petroleum and natural gas assets. The Company considers its capital structure to include shareholders' equity, bank debt, and working capital. In order to maintain or adjust the capital structure, the Company may from time to time issue common shares, issue convertible debentures, adjust its capital spending, and/or dispose of certain assets to manage current and projected debt levels. 47 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited, expressed in Canadian dollars) The Company monitors capital based on the ratio of total net debt to annualized funds flow from operations (the "ratio"). This ratio is calculated as total net debt, defined as outstanding bank debt, plus the liability component of any outstanding convertible debentures, plus or minus working capital (excluding commodity contract assets and liabilities, the current portion of finance lease obligations and deferred lease inducements, and deferred tax assets or liabilities), divided by funds flow from operations (cash flow from operating activities before changes in non-cash working capital and deductions for decommissioning costs) for the most recent calendar quarter, annualized (multiplied by four). The total net debt to annualized funds flow from operations ratio may increase at certain times as a result of acquisitions, fluctuations in commodity prices, timing of capital expenditures and other factors. In order to facilitate the management of this ratio, the Company prepares annual capital expenditure budgets which are reviewed and updated as necessary depending on varying factors including current and forecast prices, successful capital deployment and general industry conditions. The annual and updated budgets are approved by the Board of Directors. Bellatrix does not pay dividends. The Company's capital structure and calculation of total net debt and total net debt to funds flow ratios as defined by the Company is as follows: Debt to Funds Flow from Operations Ratio Three months ended March 31, 2015 2014 1,237,216 933,670 ($000s, except where noted) Shareholders' equity Long-term debt Adjusted working capital deficiency (2) Total net debt (2) at period end 622,648 73,800 696,448 335,118 137,970 473,088 Debt to funds flow from operations ratio (annualized)(1)(3) Funds flow from operations (1) (annualized) Total net debt (2) at period end Total net debt to periods funds flow from operations ratio (annualized) (3) 99,432 696,448 7.0x 310,568 473,088 1.5x 217,969 696,448 3.2x 229,091 473,088 2.1x (1) (4) Debt to funds flow from operations ratio (trailing) Funds flow from operations (1) trailing (4) Total net debt (2) at period end Total net debt (2) to funds flow from operations ratio (trailing)(1)(4) (1) As detailed previously in this MD&A, funds flow from operations is an additional GAAP term that does not have any standardized meaning under GAAP. Funds flow from operations is calculated as cash flow from operating activities, excluding decommissioning costs incurred, changes in non-cash working capital incurred and transaction costs. Refer to the reconciliation of cash flow from operating activities to funds flow from operations appearing elsewhere herein. (2) Total net debt is considered to be an additional GAAP measure. Therefore reference to the additional GAAP measure of total net debt may not be comparable with the calculation of similar measures for other entities. The Company's calculation of total net debt excludes deferred lease inducements, decommissioning liabilities, the long-term finance lease obligation, deferred lease inducements, and the deferred tax liability. Total net debt includes the adjusted working capital deficiency (excess). The adjusted working capital deficiency (excess) is an additional GAAP measure calculated as net working capital deficiency (excess) excluding short-term commodity contract assets and liabilities, current finance lease obligation, and deferred lease inducements. A reconciliation between total liabilities under GAAP and total net debt as calculated by the Company is found below in this MD&A. (3) For the three months ended March 31, 2015 and 2014, total net debt to funds flow from operations ratio (annualized) is calculated based upon first quarter funds flow from operations annualized. (4) Trailing periods funds flow from operations ratio annualized is based upon the twelve-month periods ended March 31, 2015 and March 31, 2014. 48 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited, expressed in Canadian dollars) g. Fair Value The Company's financial instruments as at March 31, 2015 include restricted cash, accounts receivable, deposits and prepaid expenses, commodity contract asset, accounts payable and accrued liabilities, advances from joint venture partners, deferred lease inducements, finance lease obligations, and long-term debt. The fair value of accounts receivable, deposits, accounts payable and accrued liabilities approximate their carrying amounts due to their short-terms to maturity. The fair value of commodity contracts is determined by discounting the difference between the contracted price and published forward price curves as at the balance sheet date, using the remaining contracted petroleum and natural gas volumes. The fair value of commodity contracts as at March 31, 2015 was $1.7 million (December 31, 2014: nil). The commodity contracts are classified as level 2 within the fair value hierarchy. Long-term bank debt bears interest at a floating market rate and the credit and market premiums therein are indicative of current rates; accordingly the fair market value approximates the carrying value. ($000s) Commodity contract asset Commodity contract liability Net commodity contract asset March 31, 2015 $ 2,999 (1,269) $ 1,730 December 31, 2014 $ $ - The Company's long-term bank debt bears interest at a floating market rate and the credit and market premiums therein are indicative of current rates; accordingly the fair market value approximates the carrying value. 49 2015 FIRST QUARTER REPORT BELLATRIX EXPLORATION LTD. CORPORATE INFORMATION BOARD OF DIRECTORS OFFICERS STOCK EXCHANGE LISTING W.C. (Mickey) Dunn, Chairman Independent Businessman Edmonton, Alberta Raymond G. Smith, P. Eng. President and CEO The Toronto Stock Exchange Trading symbol: BXE Edward J. Brown, CA Executive Vice President, Finance and CFO The New York Stock Exchange Trading symbol: BXE John H. Cuthbertson, Q.C. Partner, Burnet, Duckworth & Palmer LLP Calgary, Alberta Murray B. Todd, B. Sc., P. Eng. President, Canada Hibernia Holding Corporation Calgary, Alberta Raymond G. Smith, P. Eng. President and CEO, Bellatrix Exploration Ltd. Calgary, Alberta Murray L. Cobbe Chairman, Trican Well Service Ltd. Calgary, Alberta Doug N. Baker, FCA Independent Businessman Calgary, Alberta Daniel S. Lewis, B.Sc. Managing Partner, Orange Capital LLC New York City, New York Keith E. Macdonald, CA Independent Businessman Calgary, Alberta Steven J. Pully, Esq., CPA, CFA Independent Businessman Dallas, Texas Melvin M. Hawkrigg, BA, FCA, LL.D (Hon.) Chairman, Orlick Industries Limited Waterdown, Ontario Robert A. Johnson, P. Geol. Independent Businessman Calgary, Alberta Keith S. Turnbull, B.Sc., CA Independent Businessman Calgary, Alberta LEGAL COUNSEL Brent A. Eshleman, P. Eng. Executive Vice President and COO Timothy A. Blair Vice President, Land Burnet, Duckworth & Palmer LLP AUDITORS KPMG LLP Chris D. Curry, CA Vice President and Controller Leanne K. Gress-Blue, CA Vice President, Finance Charles R. Kraus, Esq. Vice President, General Counsel and Corporate Secretary David R. Laing Vice President, Production Kelly M. Nichol Vice President, Business Development Russell G. Oicle, P. Geol. Vice President, Exploration BANKERS National Bank of Canada Alberta Treasury Branches HSBC Bank Canada Canadian Imperial Bank of Commerce The Bank of Nova Scotia Bank of Montreal The Toronto-Dominion Bank Union Bank, Canada Branch Wells Fargo Bank, N.A., Canadian Branch EVALUATION ENGINEERS Sproule Associates Limited REGISTRAR AND TRANSFER AGENT Computershare Trust Company of Canada Mark L. Stephen, P. Eng. Vice President, Operations HEAD OFFICE Steve G. Toth, CFA Vice President, Investor Relations Garrett K. Ulmer, P. Eng. Vice President, Engineering 1920, 800 - 5th Avenue S.W. Calgary, Alberta, Canada T2P 3T6 Phone: (403) 266-8670 Fax: (403) 264-8163 Email: general.info@bellatrixexp.com Website: www.bellatrixexploration.com 50 1920, 800 - 5th Avenue S.W. Calgary, Alberta, Canada T2P 3T6 Phone: (403) 266-8670 Fax: (403) 264-8163 www.bellatrixexploration.com
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