Take notice that the Alberta Energy and Utilities Board (EUB) will hold a pre-hearing meeting of Application No. 1347899 at the Best Western Hotel, 10115 - 88th Avenue, Fort Saskatchewan, Alberta, commencing on Tuesday, December 14, 2004 at the hour of 9:00 a.m. All interveners to this proceeding must be present at the commencement of the hearing to register their appearance.

The matters to be considered include, but would not be limited to:

• establishing the scope and purpose of a public hearing, including relevant issues to be examined;

• establishing the timing and location of the public hearing;

• identifying the procedures to be used in the hearing;

• consideration of local intervener standing and funding; and

• any other matters as necessary.

Further Take Notice that the EUB has scheduled this pre-hearing meeting in response to a request from the applicant. This pre-hearing meeting is not being convened to hear evidence or argument pertaining to the merits of the application or objections. It is to obtain parties' views on the topics listed above. Parties will be given an opportunity to present evidence, cross-examine witnesses, and make arguments regarding the merits of the application at the public hearing of this application. The EUB contemplates scheduling a public hearing of the application in 2005, towards the end of the first quarter or later. The EUB will hear submissions respecting the timing of the hearing at the pre-hearing meeting and will confirm the actual hearing dates afterwards.

Further Take Notice that the EUB will circulate a pre-hearing agenda and a proposed filing schedule for hearing BA Energy's application on November 15, 2004. Parties interested in receiving a copy of this information are asked to notify the EUB at the contact listed below on or before November 9, 2004. Only those parties who have notified the EUB by this date will be sent the pre-hearing agenda and proposed filing schedule, otherwise this information will be available by contacting the EUB directly.

BA Energy Inc. has applied pursuant to Section 11 of the Oil Sands Conservations Act to the Alberta Energy and Utilities Board (EUB) and Alberta Environment (AENV) for approval to construct and operate a 41 400 m³/stream day upgrader and associated infrastructure in Strathcona County near Fort Saskatchewan, Alberta (south half of Section 10, Township 56, Range 21, West of the 4th Meridian). The upgrader would be developed in three equal phases with the first phase scheduled for completion by late 2006.

Additionally, the EUB will be hosting an information session at the Best Western Hotel, 10115 - 88th Avenue, Fort Saskatchewan, Alberta, on November 25, 2004 starting at 7:00 p.m. EUB staff will be available to answer questions about the EUB pre-hearing and hearing processes but will not deal with specific issues in regard to BA Energy's application.

To obtain additional information or a copy of the application, contact:

The application and information about the project is available on BA Energy's website at

http://www.heartlandupgrader.com/

A copy of the application and related material is available for viewing at the EUB's Calgary office:

EUB Information Services
Main Floor, 640-5th Avenue SW
Calgary, Alberta T2P 3G4
Telephone: (403) 297-8190

For information about EUB procedures, contact:

EUB Applications Branch, Resources Applications
Attention: Bob Germain, Senior Processing Engineer
Telephone: (403) 297-8553
Fax: (403) 297-8122
Email: bob.germain@gov.ab.ca

Filing of a written submission to the pre-hearing meeting of Application No. 1347899 with respect to the matters for consideration listed above is preferred, but is not required. Submissions may be made verbally at the pre-hearing meeting. Persons filing a written submission to the pre-hearing meeting shall file on or before 4:00 p.m. December 6, 2004. Send one copy of your submission, in writing, to the applicant at the name and address listed above and ten copies of the submission to:

Bob Germain, Applications Coordinator
Applications Branch, Resources Applications
Alberta Energy and Utilities Board
640 5th Avenue SW
Calgary, Alberta T2P 3G4

Note: Any statements filed regarding this application become part of the public record and are accessible by the public.

Issued at Calgary, Alberta on October 20, 2004.

ALBERTA ENERGY AND UTILITIES BOARD

Douglas A. Larder, General Counsel