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Beta Oil & Gas Schedules Its Special Stockholders Meeting.


Energy Editors/Business Editors

TULSA, Okla.--(BUSINESS WIRE)--April 23, 2004

Beta Oil & Gas, Inc. (Nasdaq:BETA)("Beta" or the "Company") announced today that a special meeting of its stockholders is scheduled to be held on May 25, 2004. At the meeting, the Beta stockholders are expected to vote on, among other items, the proposed issuance of Beta common stock in connection with the securities purchase agreement dated Dec. 12, 2003 with Petrohawk Energy, LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
 ("Petrohawk") pursuant to which Petrohawk has agreed to invest an aggregate of $60 million in cash for 15,151,515 shares of common stock, warrants to purchase 10,000,000 shares of common stock (exercisable at a price of $1.65 per share) and a convertible promissory note promissory note, unconditional written promise to pay a certain sum of money at a definite time to bearer or to a specified person on his order. Promissory notes are generally used as evidence of debt.  in the principal amount of $35,000,000 (which is convertible into common stock at a price of $2.00 per share). Petrohawk Energy, LLC is a privately held independent exploration and production company based in Houston.

The Company's stockholders will also be asked to approve an amendment to the Company's articles of incorporation The document that must be filed with an appropriate government agency, commonly the office of the Secretary of State, if the owners of a business want it to be given legal recognition as a corporation.  that will increase the number of authorized shares Authorized shares

Number of shares authorized for issuance by a firm's corporate charter.
 of the Company's common stock. Beta and Petrohawk expect to close the transaction, if approved, shortly after the Beta special stockholders meeting.

The record date for determining the Beta stockholders entitled en·ti·tle  
tr.v. en·ti·tled, en·ti·tling, en·ti·tles
1. To give a name or title to.

2. To furnish with a right or claim to something:
 to vote at the special stockholders meeting was April 16, 2004. Distribution of the printed definitive proxy statement Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
, along with a proxy card A proxy card is an easily-acquired or home-made substitute for a collectible card. A proxy is used when a collectible card game player does not own a card, and it would be impractical for such purposes to acquire the card.  and the Company's annual report on Form 10-K/A, to stockholders commenced on or about April 23, 2004.

Beta Oil & Gas, Inc. is an independent energy company engaged in the production, exploration and development of oil and gas properties. For more information, please contact Joseph L. Burnett 918-495-1011.

The proposals discussed in this release which are to be voted on by the Company's stockholders are described much more fully in a definitive proxy statement which was filed with the Securities and Exchange Commission ("SEC") on April 23, 2004. The distribution of the printed definitive proxy statement, along with a proxy card and the Company's annual report on Form 10-K/A, to the holders of Beta common and preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders.

Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate.
 commenced on or about April 23, 2004. Beta, its directors, officers and certain members of its management and employees, and Petrohawk, its directors, officers and certain members of its management and employees may be considered "participants" in the solicitation solicitation

In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual
 of proxies from Beta's stockholders in connection with the transactions described herein. Information regarding the identity of the persons who may, under the rules of the SEC, be deemed to be participants in the solicitation of Beta stockholders in connection with the proposed transaction, and their interests in the solicitation, are set forth in Beta's definitive proxy statement on Schedule 14A filed on the date of this press release with the SEC. The Company's stockholders are urged to carefully review the proxy statement, the proxy card, the Company's annual report on the Form 10K/A K/A Knowledge and Abilities  and other documents relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 the proposals that were or will be filed by the Company or Petrohawk with the SEC when they become available because these documents will contain important information relating to the proposals. The Company's stockholders may obtain a free copy of these documents after they have been filed with the SEC, and other documents filed by the Company or Petrohawk with the SEC, at the SEC's Web site at www.sec.gov, or by contacting Joseph L. Burnett at 918-495-1011. BETA OIL & GAS, INC. STOCKHOLDERS SHOULD CAREFULLY READ THE PROXY STATEMENT AND OTHER MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING A DECISION CONCERNING THEIR VOTE ON THESE PROPOSALS.

Forward-Looking Statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 

This press release includes "forward-looking statements" as defined by the SEC. All statements included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward- looking statements. These statements are based on certain assumptions made by the Company based on its experience and perception of historical trends, current conditions, expected future developments and other factors they believe are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the Company's control. Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected or anticipated in the forward-looking statements.
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Publication:Business Wire
Geographic Code:1USA
Date:Apr 23, 2004
Words:734
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