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To: SofaSpud who wrote (12961)10/27/1998 11:53:00 PM
From: Kerm Yerman  Respond to of 15196
 
ENERGY TRUSTS / NAL Oil & Gas Trust Announces its 1999 Forecast

CALGARY, Oct. 27 /CNW/ - NAL Oil & Gas Trust (''NAL'') forecasts that
distributions to Unitholders for the calendar year ending December 31, 1999
will be $1.06 per unit.

The forecast for 1999 is based on the following assumptions: production
of 5,500 BOEPD, an average oil price of $16 U.S. per barrel, an average
blended natural gas price of $2.80 Canadian per MCF, a U.S. to Canadian dollar
exchange rate of 1.40, and operating costs of $5.00 per BOE. Production is
split approximately 70% oil and natural gas liquids and 30% natural gas.

The forecast does not include the impact of any potential acquisitions.
NAL will update its 1999 forecast to include the impact of acquisitions as
they occur.

NAL is an open-end investment trust created to acquire a royalty on high
quality, producing oil and natural gas properties, and is managed by NAL
Resources Management Limited.



To: SofaSpud who wrote (12961)10/27/1998 11:55:00 PM
From: Kerm Yerman  Respond to of 15196
 
ENERGY TRUSTS / OPTUS Natural Gas Distribution Income Fund Announces
Monthly Cash Distribution

CALGARY, Oct. 27 /CNW/ - OPTUS Natural Gas Distribution Income Fund
announced today that it will make a monthly cash distribution of $0.25 per
trust unit on November 16, 1998 to unitholders of record on November 6, 1998.

OPTUS Natural Gas Distribution Income Fund is a Toronto Stock Exchange
listed (OPT.UN) income trust which through Direct Energy Marketing Limited is
Canada's largest independent natural gas marketing company, currently
distributing natural gas to approximately 500,000 residential and small
business customers in Ontario, Manitoba and Quebec. Direct Energy Marketing
Limited supplies approximately 750 mmcf of gas per day to industrial,
institutional and utility customers in North America. OPTUS has no external
term debt and a market capitalization of $440 million.



To: SofaSpud who wrote (12961)10/27/1998 11:57:00 PM
From: Kerm Yerman  Respond to of 15196
 
FINANCING / Big Horn Resources Ltd. Private Placement

CALGARY, Oct. 27 /CNW/ - Big Horn Resources Ltd. (''Big Horn'') announces
that further to its press release dated September 23, 1998, Big Horn has
entered into an agreement with a further investor relating to the previously
announced private placement of 10,000,000 Common Shares. Under the new
agreements EuroGas, Inc. (''EuroGas'') has agreed to assume the subscriptions
of the other three subscribers as to 8,500,000 of the 10,000,000 shares.
Following the completion of the private placement, EuroGas will own
approximately 31.4% (basic) of the issued and outstanding common shares of Big
Horn. The other three subscribers will each continue to subscribe for 500,000
shares. The issue price of $0.65 remains the same. Closing of the private
placement is scheduled to occur November 30, 1998, subject to regulatory and
shareholder approvals. A special meeting of Big Horn's shareholders will be
held on or about November 30, 1999 to consider approving the transaction.

EuroGas is a company which is actively engaged in the acquisition of
rights to explore for and exploit natural gas, coal bed methane gas and other
hydrocarbons. EuroGas is a publicly traded company whose shares are traded on
the OTC Bulletin Board (NASD) in the United States, on the Frankfurt Stock
Exchange, on the Berlin Stock Exchange, on the Stuttgart Exchange and on the
Hamburg Stock Exchange.

Big Horn is a junior oil and gas company trading on the senior board of
the Vancouver Stock Exchange under the symbol BGH.




To: SofaSpud who wrote (12961)10/28/1998 12:01:00 AM
From: Kerm Yerman  Respond to of 15196
 
CORP. NOTICE / Petro-Canada Announces Expansion of Supply and
Distribution Agreement with Witco

TORONTO, Oct. 27 /CNW/ - Petro-Canada today announced that it has signed
an expanded White Oils supply and distribution agreement with Witco
Corporation of Greenwich, Connecticut by which Petro-Canada will be Witco's
supplier for paraffinic White Oils for certain applications and Witco will be
Petro-Canada's exclusive distributor of these White Oils in North America,
Latin America and Asia Pacific.

The new agreement will combine Petro-Canada's best in class production
efficiencies together with Witco's industry leading sales and customer service
organization.

''This is truly a winning combination. Our customers will benefit from
Petro-Canada's best-in-class manufacturing facilities and Witco's high quality
sales, marketing, distribution and technical services. In addition, this
agreement will optimize Petro-Canada's manufacturing processes and create
expense and working capital efficiencies, thereby increasing shareholder
value,'' said Boris Jackman, Executive Vice-President of Petro-Canada.

''Petro-Canada is committed to improving and extending the value and
quality of our product and service offerings to our customers. This agreement
provides our customers with immediate access to Petro-Canada best in class
quality products and Witco's experienced customer service resources,'' added
Bob Burpee, Petro-Canada's Vice-President Lubricants.

Petro-Canada is one of Canada's largest oil and gas companies, operating
in both the upstream and the downstream sectors of the industry. Its common
and variable voting shares trade on Canadian exchanges under the symbol PCA,
and its variable voting shares trade on the New York Stock Exchange under the
symbol PCZ.




To: SofaSpud who wrote (12961)10/28/1998 12:04:00 AM
From: Kerm Yerman  Respond to of 15196
 
FUNDS / TDK (1998) Flow-Through Limited Partnership Files Preliminary
Prospectus

Wayne Deans of Deans Knight to Manage Tax-Assisted Product

TORONTO, Oct. 27 /CNW/ - TDK (1998) Flow-Through Limited Partnership
announces that it has filed a preliminary prospectus with the securities
commissions of all 10 Canadian provinces for an initial public offering of
partnership Units. The Partnership will focus its investments on Canadian oil
and gas companies that have experienced and capable management, strong
exploration programs and good growth potential. The Partnership's maximum
offering size is $30 million. The minimum investment amount for an individual
investor is $2,500.

The Partnership will endeavour to invest all net proceeds of the offering
in flow-through shares prior to December 31, 1998, thereby allowing investors
to deduct 100% of the cost of those shares from 1998 income.

Wayne Deans, the lead equity manager of Deans Knight Capital Management
Ltd., will be the Partnership's lead portfolio manager. Mr. Deans has
extensive investment experience in the resource sector and invests in numerous
resource companies on behalf of Deans Knight clients. Deans Knight provides
investment advisory and portfolio management services to a wide range of
clients including mutual funds, pension funds, insurance funds and private
clients. As of September 30, 1998, Deans Knight managed approximately $1.9
billion in assets. TDK (1998) General Partner Inc., a wholly-owned subsidiary
of Triax Management Holdings Ltd., is the General Partner of the Partnership.

The Partnership will terminate on or about June 30, 2000. Prior to that
date, Unitholders will be asked to approve a proposal to transfer the assets
or Units of the Partnership to an open-ended mutual fund on a tax-deferred
basis.

CIBC Wood Gundy Securities Inc. is the lead agent for the Partnership.
The investment syndicate also includes: Merrill Lynch Canada Inc., RBC
Dominion Securities Inc., Nesbitt Burns Inc., Scotia McLeod Inc., Levesque
Beaubien Geoffrion Inc., TD Securities Inc. and First Marathon Securities Inc.

The offering is scheduled to close in early December 1998.




To: SofaSpud who wrote (12961)10/28/1998 12:07:00 AM
From: Kerm Yerman  Respond to of 15196
 
FIELD ACTIVITIES / Range Petroleum reaches agreement on 58,000 acres of
exploration lands and commences drilling

VANCOUVER, Oct. 27 /CNW/
- Range Petroleum Corporation RAN-VSE

Range Petroleum Corporation reports it has reached an agreement in
principle with the Chief and Council of the Walpole Island First Nation for
the exploration and development of oil and gas opportunities within the
Territorial Lands of the Walpole Island First Nation.

These Territorial Lands located immediately west of Wallaceburg in
southwestern Ontario contain approximately 58,000 acres of on-shore lands with
substantial additional First Nation Lands underlying adjoining lakes and
rivers. This agreement will provide for the Company to pay an up-front cash
consideration plus a royalty on production and a sharing of net profits. The
primary term of the agreement will be five years with continuations available
on one-half of the agreement lands for an additional five years. Annual
rentals will be paid on agreement lands retained. Gas storage opportunities
will be pursued jointly and equally by the Walpole Island First Nation and
Range Petroleum Corporation.

The Company and Chief Joseph B. Gilbert and the Council of the Walpole
Island First Nation recognize the historical, environmental and cultural
sensitivities of the Walpole Island First Nation Lands. The agreement with
Range Petroleum Corporation will provide for a formal operating group of
Council and Company personnel to address these and other related issues as
development plans proceed. The Company expects to be on the ground with its
first geophysical survey in the first quarter of 1999.

Only six wells have been drilled on the Territorial Lands of Walpole
Island First Nation, the last of which was in 1972. The management of Range
Petroleum Corporation is pleased to complete this deal inasmuch as it
favorably compliments the Company's exploration efforts in adjoining Lambton
County, Ontario, where Range has leased in excess of 70,000 acres of oil and
gas rights plus associated gas storage. Three 3-D seismic surveys have been
completed in Lambton County and the fourth is being permitted.

Drilling has commenced in the Enniskillen area based on the first 3-D
seismic survey shot by the Company earlier this summer. Completion operations
are underway on one of the initial wells drilled. Further drillable locations
have been identified on the Enniskillen seismic survey and on the two
subsequent surveys now completed. The order of drilling will be determined
after production testing of the well now being completed in the Enniskillen
program.

Range Grants Director Stock Options
-----------------------------------

Range Petroleum Corporation is granting 50,000 Director Incentive Stock
Options to Mr. John Rybinski whom has recently joined the Board of Directors.
The 50,000 stock options are exercisable at $1.69 per share and expire October
25, 2003.




To: SofaSpud who wrote (12961)10/28/1998 12:11:00 AM
From: Kerm Yerman  Respond to of 15196
 
ACQUISITIONS - MERGERS / Ocelot To Acquire and Develop Large Kazakhstan
Project

CALGARY, Oct. 27 /CNW/ - Ocelot Energy Inc. has acquired a high quality
crude oil, condensate and natural gas development project in Kazakhstan from
Snow Leopard Resources Inc. on standard industry farm-in terms.

The project, which is strategically located in north west Kazakhstan,
includes over 100 million barrels equivalent of proven undeveloped
hydrocarbons and is scheduled for development drilling and initial production
commencing in 1999.

Ocelot's Kazakhstan farm-in will be developed pursuant to very attractive
fiscal terms in a progressive jurisdiction with ready access to adjacent
domestic and export markets. Ocelot will operate the project. Initial
production from the field will be oil and condensate. The project's natural
gas reserves will subsequently be developed for direct sale and natural
gas-to-electricity projects.

Pursuant to the Agreement with Snow Leopard, Ocelot will earn Snow
Leopard's entire interest in the Stepnoi Leopard KTT Joint Venture Project
being an approximately 50% working interest in the project. The Kazakhstan
State Oil Company owns the other 50% joint interest in the property. Ocelot
has agreed to take over all of Snow Leopard's ongoing work commitments,
including expenditure of $1,500,000 US prior to the end of 1998 and the
drilling of one well on the property in 1999. Snow Leopard will retain a 50%
net income interest from the project until such time as it has recovered
$3,000,000 US and thereafter a 4% gross overriding royalty of all future
production from the KTT Project. In addition, Ocelot has granted to Snow
Leopard a 6% overriding royalty interest on Ocelot's interest in 26 producing
oil wells in the Sturgeon Lake area of central Alberta. The agreement is
scheduled to close on November 15, 1998. Ocelot Energy Inc. and Snow Leopard
Resources Ltd. are both subject to the voting control of J. Verne Lyons, a
director of Snow Leopard Resources Inc.

Commenting on the acquisition, Ocelot's Chief Executive Officer David
Lyons said: ''The Kazakhstan project meets all of Ocelot's strict project
acquisition parameters and is an ideal complement to our Company's portfolio
of current international projects. International oil production is now ready
to ramp up in Gabon and Kazakhstan in 1999, with large natural gas projects
under development in Tanzania and Cameroon. The decision to proceed with this
project is part of Ocelot's commitment to develop and operate a portfolio of
approximately five high impact international energy projects. Ocelot continues
to examine a range of other international project acquisition opportunities to
supplement what is developing into one of the best portfolios of high impact
international projects assembled by a Canadian independent.''

Ocelot Energy Inc. is a publicly traded international energy company
engaged in the exploration, production and marketing of oil and natural gas.
Ocelot Energy's Class B Subordinate Voting shares and Class A Common shares
are listed for trading on the Toronto, Montreal, and Alberta Stock Exchanges
under the symbols OCE.B and OCE.A, respectively. For further information on
Ocelot, please visit our website at www.ocelot.ca.




To: SofaSpud who wrote (12961)10/28/1998 12:13:00 AM
From: Kerm Yerman  Respond to of 15196
 
ASE NOTICE / Alberta Securities Commission - Information Bulletin

EDMONTON, Oct. 27 /CNW/ - On October 22, 1998 the Alberta Securities
Commission ordered that trading cease in the securities of:

Aquatex Corporation
Aware Learning Technologies Corp.
B.A.S.M. Resources Corp.
Condor Goldfields Inc.
Digital Courier International Corporation
Farm Energy Corporation
Home Ticket Network Corporation
Newhaven Media Inc.

The Orders were issued as a result of failure to file certain required
financial information. The Cease Trade Orders will remain in effect until
further order of the Commission or until revoked by the Executive Director of
the Alberta Securities Commission.




To: SofaSpud who wrote (12961)10/28/1998 12:14:00 AM
From: Kerm Yerman  Respond to of 15196
 
ASE NOTICE / Alberta Securities Commission - Information Bulletin

EDMONTON, Oct. 27 /CNW/ - On October 22, 1998 the Alberta Securities
Commission ordered that trading cease in the securities of:

Cephalon Resources Corporation
Mayfair Media Corporation

The Orders were issued as a result of failure to file certain required
financial information. The Cease Trade Orders will remain in effect until
further order of the Commission or until the company has complied with the
Alberta Securities Act and Rules.



To: SofaSpud who wrote (12961)10/28/1998 12:16:00 AM
From: Kerm Yerman  Respond to of 15196
 
DIVIDEND NOTICE / Marathon Oil Canada Limited Declares Third Quarter
Dividend

CALGARY, Alberta, Oct. 27 /CNW/ -- Marathon Oil Canada Limited
announced a dividend of CDN $0.3235 per share on its Non-Voting Exchangeable
Shares (Toronto: M). USX Corporation previously announced that the Board of
Directors declared a dividend in U.S. dollars of 21 cents per share on
USX-Marathon Group Common Stock (NYSE: MRO).

The record date and payment date for both dividends will be November 18,
1998, and December 10, 1998, respectively.

Marathon Oil Canada Limited is an indirect subsidiary of Marathon Oil
Company. Marathon Oil Company is part of the USX-Marathon Group (NYSE: MRO),
a unit of USX Corporation, Pittsburgh, PA.



To: SofaSpud who wrote (12961)10/28/1998 12:19:00 AM
From: Kerm Yerman  Read Replies (1) | Respond to of 15196
 
PIPELINES / TransCanada Initiates Small Shareholder Selling Program

CALGARY, Oct. 27 /CNW/ - TransCanada PipeLines Limited today announced a
small shareholder selling program. The program enables registered and
beneficial holders who own 99 or fewer common shares of TransCanada to sell
their shares without incurring any brokerage commission. The voluntary program
is open to qualifying shareholders of record as of October 26, 1998. The sale
of these shares will be executed through the facilities of The Toronto Stock
Exchange.

The program begins on October 26, 1998, and will expire on January 26,
1998, unless extended. Both registered and beneficial holders of the shares
held in nominee form are eligible to participate. Material will be forwarded
to eligible shareholders indicating how they can participate and other details
about the program.

TransCanada has retained Shareholder Communications Canada of Toronto,
Ontario, to manage the program and to handle share transactions and payment.
Questions regarding the program should be directed to Shareholder
Communications Canada at 1-800-890-1037.

TransCanada is a leading North American energy services company with
businesses in transmission, marketing and processing. The company, through
its Cdn$23 billion asset base, provides high value-added energy service
solutions to the North American and international marketplace. Common shares
trade under the symbol TRP, primarily on the Toronto, Montréal and New York
stock exchanges.

Visit TransCanada's website at: transcanada.com



To: SofaSpud who wrote (12961)10/28/1998 12:21:00 AM
From: Kerm Yerman  Read Replies (1) | Respond to of 15196
 
FINANCING / Kookaburra Resources Ltd. announces private placement

VANCOUVER, Oct. 27 /CNW/
- Kookaburra Resources Ltd.
TSE Symbol: KOB

The Company is pleased to announce the closing of a private placement of
350,000 common shares at a price of $0.30 per share for total proceeds of
$105,000. The shares may not be traded in Ontario until April 22, 1999 and in
British Columbia until October 22, 1999.

Proceeds from the private placement will be used for general working
capital purposes.




To: SofaSpud who wrote (12961)10/28/1998 12:23:00 AM
From: Kerm Yerman  Respond to of 15196
 
CORP. NOTICE / Brandon Energy Ltd. President/CEO Resigns

CALGARY, Oct. 27 /CNW/ - Brandon Energy Ltd. (''Brandon'') (BDN.A - ASE)
announces the resignation of it's President and Chief Executive Officer Gordon
MacMahon. Mr. MacMahon will continue on the Company's Board of Directors and
consult to Brandon Energy on a contract basis. Further Brandon Energy's Board
of Directors have appointed Mr. Maxwell Clark as President and Chief Executive
Officer effective immediately. This position will be in addition to Mr.
Clark's current role as V.P. Finance and Chief Financial Officer. Mr. Clark
looks forward to immediately updating all shareholders as to the current
financial, operational and corporate status of the Company.



To: SofaSpud who wrote (12961)10/28/1998 12:37:00 AM
From: Kerm Yerman  Respond to of 15196
 
EARNINGS / Gas Fuels Higher Cash Flow For Alberta Energy Corp - Third
Quarter Gas Sales Increase 23%, Prices up 10% (PART 1 OF 2)

CALGARY, Oct. 27 /CNW/ - ALBERTA ENERGY COMPANY LTD. today announced
third quarter Cash Flow from Operations increased $4 million to $111 million.
The higher cash flow was achieved as a result of strong performance from AEC's
natural gas business, which more than offset a 21% decline in average Canadian
liquids prices. Net Earnings remained stable at $9 million compared to the
same period in 1997.

For the third quarter, Cash Flow from Operations was $0.94 per share,
fully diluted and Net Earnings were $0.08 per share, fully diluted. Revenue,
net of royalties, totalled $467 million.

AEC GAS GROWTH PAYS DIVIDENDS
-----------------------------

''These results demonstrate the growth in natural gas production and
storage,'' said Gwyn Morgan, AEC President and CEO. Third-quarter gas sales
increased 23% to 575 million cubic feet per day with an additional 100 million
cubic feet per day injected into AEC's gas storage facilities at Suffield and
Primrose. AEC's average natural gas price increased 10% in the third quarter
to $1.93 per thousand cubic feet. Natural gas assets make up over half of
AEC's asset base.

Mr. Morgan reiterated the Company's 1998 gas sales target of 700 million
cubic feet per day. The Company has built its current produced gas storage
inventory to 29 billion cubic feet. Combined fourth quarter 1998 gas
production and storage withdrawals are targeted at 850 million cubic feet per
day. AEC also confirmed its 1999 average gas sales target of 800 million
cubic feet per day which, on a pro-forma basis, increases to 900 million cubic
feet per day with the Amber acquisition -- nearly 30% growth over 1998.

AEC targets a 1998 gas field production exit rate of 770 million cubic
feet per day, excluding Amber's production.

OTHER KEY GAS INITIATIVES INCREASE PRICES AND PRODUCTION
--------------------------------------------------------

AEC has initiated three new gas pipeline projects that will increase the
Company's gas prices and production. Construction has commenced on the $23
million Suffield Gas Pipeline project which will carry AEC gas from its
operations at Suffield directly to the TransCanada Pipeline system at
Burstall, Saskatchewan. The line is expected to be in service by
mid-November. This project will have the effect of increasing AEC's overall
gas price by $0.05 per thousand cubic feet.

As well, the Company received National Energy Board approval for a new
gas pipeline that will connect AEC's gas reserves in the Tupper area of
British Columbia to its Hythe gas plant near the B.C./Alberta border.
Commissioning in mid-November should result in increased production of 10
million cubic feet per day, with further volume growth to come from future
drilling in the area.

Construction on the Maxhamish gas pipeline began in early October and
will connect AEC gas reserves in northeastern B.C. to the Westcoast Gas
Transmission system. The 70 million cubic feet per day gathering and
processing facility is on schedule for a second quarter 1999 start-up.

''Two key factors position AEC to benefit greatly from the evolution to a
continental gas market in North America in 1999,'' said Mr. Morgan. ''The
first
is our gas reserves base, the largest of any publicly-traded upstream oil and
gas company in Canada. The second is our unique position of controlling the
AECO C Gas Storage and Hub Services facility, the largest independent gas
storage facility in North America. In September, we also began injecting
cushion gas into our new Wild Goose storage project in northern California --
the first non-regulated gas storage facility in California.''

LIQUIDS REVENUES REFLECT WEAK OIL PRICES
----------------------------------------

World oil prices remained weak during the quarter. AEC's average western
Canadian liquids price declined 21% to $18.07 in the quarter. Third quarter
liquids production of 54,786 barrels per day was down 15% over the comparable
period in 1997. During the quarter, Syncrude experienced an unscheduled
25-day maintenance program and the Company reduced its conventional heavy oil
production due to weak prices. For the remainder of the year, Syncrude is
expected to average 32,000 barrels per day, net to AEC.

The Company reconfirmed its previously announced liquids production
targets of 60,000 barrels per day for 1998 and 65,000 barrels per day for
1999. On a pro-forma basis, AEC's 1999 liquids production target, including
properties acquired through Amber, would be 85,000 barrels per day, a 42%
increase over the 1998 forecast. The pro-forma production consists of 54,000
barrels per day of light liquids and 31,000 barrels per day of some of the
industry's lowest cost, highest net back heavy production. The Company has
based the above production forecasts on continued low oil prices of US$15 per
barrel for West Texas Intermediate crude oil.

AEC's Steam Assisted Gravity Drainage (SAGD) pilot project continues to
achieve results beyond expectations. Currently, three well-pairs are on
production test. The first well-pair has demonstrated production capability
of more than 1,000 barrels per day for several months. Initial performance of
the second and third well-pairs has been even better than the initial
performance of the first well-pair. The Company is currently assessing the
timing of the development of the first 18,000 barrel per day commercial
project.

AMBER ACQUISITION FITS GROWTH STRATEGY
--------------------------------------

On October 26, 1998, AEC announced that it was successful in acquiring
88% of the outstanding shares of Amber Energy Inc. AEC has extended its Offer
to 5:00 p.m. Calgary time on Wednesday November 4, 1998 to give Amber
shareholders who did not deposit their Amber common shares additional time to
accept the Offer. The total value of the Amber transaction will be about $780
million, of which $350 million is estimated to be funded through the issuance
of AEC Common Shares. Approximately 82% of the Amber common shares taken up
by AEC on October 23, 1998 were deposited with elections for payment in AEC
Common Shares, resulting in such elections being prorated. The excess will be
paid in cash as provided in AEC's Offer. An exact pro-ration factor will not
be known until later this week, but is anticipated to be about 0.4.

Mr. Morgan said, ''The acquisition of Amber demonstrates AEC's successful
strategy of strong internally-generated growth, supplemented by acquisitions
that offer value, property fit and further growth.''

AEC INTERNATIONAL - POISED FOR FUTURE GROWTH
--------------------------------------------

AEC International participated in three wells during the quarter. In
Australia, the Company is currently participating in a 3,800-meter offshore
well in the Carnavon Basin on the North West Shelf. AEC has a 25% interest in
this well which is currently testing, having reached total depth. The Company
drilled nine wells in Argentina resulting in six oil wells, year-to-date.

DRILLING MOMENTUM CONTINUES
---------------------------

The Company's exploration and development drilling program continued its
momentum during the third quarter. On a year-to-date basis, AEC has achieved
a 94% success rate on 482 gross wells drilled, including 382 gas wells, 59 oil
wells and 12 wells cased for further evaluation. The Company plans to drill
another 120 wells during the fourth quarter. AEC has a 90% average working
interest in its drilling program.

Deep gas exploration success continued in the third quarter. AEC today
announced participation in a deep gas discovery in the Berland area (50% AEC).
This discovery is anticipated to be onstream at 20 million cubic feet per day,
net to AEC, during the fourth quarter of 1998. Production testing on the
Company's Smokey well near Edson (65% AEC) has confirmed sustainable
production rates of 10 million cubic feet per day, net to AEC, with a
production tie-in target of first quarter 1999.

''With one of the largest and best exploration land bases in Western
Canada, at over six million net acres, our explorationists are conducting one
of the largest grassroots exploration programs in the business, at $250
million,'' said Mr. Morgan. ''To be successful in the gas and oil industry you
must prove yourself in the exploration arena, as AEC has done.'' On a
pro-forma basis, including Amber exploration lands, AEC now holds 6.8 million
net acres.

MIDSTREAM PERFORMANCE CONTRIBUTES TO POSITIVE RESULTS
-----------------------------------------------------

The Midstream business segment contributed third quarter Operating Cash
Flow of $27 million, up 28% compared to 1997.

The AECO C Gas Storage and Hub Services business unit showed strong gains
in cash flow during the quarter. ''As supply and demand for natural gas come
into tight balance, the profitability of this asset will continue to
increase,'' said Mr. Morgan.

FINANCIAL STRENGTH FACILITATES STRATEGIC ACQUISITION
----------------------------------------------------

''AEC has one of the strongest balance sheets in the industry. This
strength is one of the reasons that AEC was able to respond quickly to the
Amber opportunity,'' said Mr. Morgan.

AEC's Upstream and Midstream business segments are financed with separate
capital structures. The upstream net debt-to-cash flow ratio at the end of the
third quarter was 1.9x. On a corporate basis, debt-to-capitalization,
excluding indirect pipelines debt, is 32:68. AEC currently has more than $950
million in unused lines of credit.

Capital investment for the first nine months was $551 million in the
Upstream and $60 million in Midstream business segments. The Company
reaffirmed its budgeted $800 million capital program for 1998 and forecast
pro-forma 1999 capital investment of $850 million.

GROWTH, VALUE, PERFORMANCE
--------------------------

''AEC has demonstrated that it has a very clear strategy for
internally-generated growth, and we will continue to look for opportunities to
add value through acquisition, as illustrated by the Amber transaction,'' said
Mr. Morgan. ''World oil prices are likely to remain depressed for some time to
come. We have executed our strategy of being in the strongest gas production,
reserves, storage and exploration land position in the industry. This, plus
our growing base of light and heavy oil assets and our profitable pipelines
business, all add up to a very strong outlook for our shareholders.''

------------------------------------------------------------------------
A conference call will be held at 9:00 a.m., Alberta time, on Wednesday,
October 28, to overview both the Amber transaction and the third quarter
results. You can participate by phoning (416) 695-9718.
------------------------------------------------------------------------
Focused and growing, Alberta Energy Company Ltd. is one of Canada's
largest upstream gas and oil exploration and production companies. Profitable
midstream investments in pipelines, as well as natural gas storage and gas
liquids processing, provide an additional solid income base. AEC's pro-forma
stock market value exceeds C$4.3 billion. Common Shares trade on the Toronto
and Montreal stock exchanges (AEC) and on the New York Stock Exchange (AOG).

STATISTICAL SUMMARY
Alberta Energy Company Ltd.
Unaudited ($millions, except per share amounts)

Three months Nine months
ended Sept 30 ended Sept 30
1998 1997 1998 1997

Cash Flow From Operations 110.8 106.7 319.2 365.1
Per Share, basic 0.98 0.96 2.83 3.27
Per Share, fully diluted 0.94 0.92 2.72 3.13

Net Earnings
(Excludes Dilution Gain) 9.0 8.9 16.5 53.3
Per Share, basic 0.08 0.08 0.15 0.48
Per Share, fully diluted 0.08 0.08 0.15 0.46

Net Earnings
((x) Includes Dilution Gain) 9.0 8.9 16.5 231.3(x)
Per Share, basic 0.08 0.08 0.15 2.07
Per Share, fully diluted 0.08 0.08 0.15 1.98

Capital Investment 616 713
Long-term Corporate Debt
- Upstream 866 633
- Midstream 251 471

Indirect Midstream
Long-term Debt 321 --
Debt/Capitalization, Corporate 32:68 31:69
Debt/Cash Flow Ratio
- Upstream 1.9x 1.5x

OPERATING HIGHLIGHTS
--------------------
Produced Gas Sales (MMcf/d) 575 468 647 540
NGLs Sales (bbl/d) 5,218 5,527 5,717 5,019
Conventional Oil Sales (bbl/d) 21,631 27,317 22,928 25,108
Syncrude Sweet Blend Sales
(bbl/d) 27,937 31,836 28,261 27,249

Prices
------
Produced Gas ($/Mcf) 1.93 1.76 1.89 1.91
Canadian Conventional Oil
($/bbl) 15.57 18.24 12.90 20.88
Syncrude Sweet Blend ($/bbl) 20.73 26.83 20.92 27.88
NGLs ($/bbl) 13.22 22.54 17.94 23.92

(x) Includes non-recurring Dilution Gain of $178 million from the Initial
Public Offering of AEC Pipelines, L.P. in the second quarter of 1997.



To: SofaSpud who wrote (12961)10/28/1998 12:44:00 AM
From: Kerm Yerman  Respond to of 15196
 
EARNINGS / Gas Fuels Higher Cash Flow For Alberta Energy Corp - Third
Quarter Gas Sales Increase 23%, Prices up 10% (PART 2 OF 2)

ADVISORY
--------

Certain information regarding the Company set forth in this document,
including management's assessment of the Companyès future plans and
operations, may constitute forward-looking statements under applicable
securities law and necessarily involve risks associated with oil and gas
exploration, production, marketing, and transportation such as loss of market,
volatility of prices, currency fluctuations, imprecision of reserves
estimates, environmental risks, competition from other producers and ability
to access sufficient capital from internal and external sources; as a
consequence, actual results may differ materially from those anticipated in
the forward-looking statements.

NOTE TO EDITORS:

To receive a copy of graphs and supplemental information not available
over the wire service due to formatting restrictions, please contact Canada
NewsWire at (403) 269-7605.

Interim Report
For the nine months ended September 30, 1998

Consolidated Statement of Earnings Unaudited
($ millions, except per share amounts)

Third Quarter Nine Months
-------------------- --------------------
1998 1997 1996 1998 1997 1996
-------------------------------------------------------------------------
Revenues, Net of Royalties (Note 8)
Upstream $349.2 $260.8 $210.2 $880.8 $863.2 $639.7
Midstream 117.5 156.4 42.8 368.5 348.0 132.7
-------------------------------------------------------------------------
466.7 417.2 253.0 1,249.3 1,211.2 772.4
-------------------------------------------------------------------------
Costs and Expenses
Operating 110.6 107.3 77.8 350.3 325.6 257.0
Cost of product
purchased (Note 8) 215.1 180.2 59.1 503.1 454.6 171.7
General and
administrative 6.8 5.6 7.7 22.1 19.0 21.5
Interest, net (Note 3) 22.6 14.0 11.7 52.7 35.9 40.8
Depreciation,
depletion and
amortization (Note 4) 82.7 85.3 62.5 264.2 252.0 199.2
-------------------------------------------------------------------------
Earnings Before the
Undernoted 28.9 24.8 34.2 56.9 124.1 82.2
Income taxes (Note 4) 15.3 11.5 21.4 26.7 61.7 52.5
Minority interest
(Note 5) 4.6 4.4 - 13.7 9.1 -
Dilution gain (Note 5) - - - - 178.0 -
-------------------------------------------------------------------------
Net Earnings from
Continuing Operations 9.0 8.9 12.8 16.5 231.3 29.7
Net Earnings from
Discontinued Operations
(Note 7) - - - - - 15.0
-------------------------------------------------------------------------
Net Earnings $ 9.0 $ 8.9 $ 12.8 $ 16.5 $231.3 $ 44.7
-------------------------------------------------------------------------
-------------------------------------------------------------------------

Earnings from Continuing
Operations per Common
Share
Basic $ 0.08 $ 0.08 $ 0.12 $ 0.15 $ 2.07 $ 0.29
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Fully diluted $ 0.08 $ 0.08 $ 0.12 $ 0.15 $ 1.98 $ 0.29
-------------------------------------------------------------------------
-------------------------------------------------------------------------

Earnings per Common
Share
Basic $ 0.08 $ 0.08 $ 0.12 $ 0.15 $ 2.07 $ 0.44
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Fully diluted $ 0.08 $ 0.08 $ 0.12 $ 0.15 $ 1.98 $ 0.44
-------------------------------------------------------------------------
-------------------------------------------------------------------------

Interim Report
For the nine months ended September 30, 1998

Consolidated Balance Sheet Unaudited
($ millions)

As at September 30, 1998 As at
Upstream Midstream Total December 31, 1997
-------------------------------------------------------------------------
Assets
Current Assets $292.7 $161.9 $454.6 $443.1
Capital Assets 3,395.8 873.0 4,268.8 3,907.8
Investments and
Other Assets 19.7 58.2 77.9 47.0
-------------------------------------------------------------------------
$3,708.2 $1,093.1 $4,801.3 $4,397.9
-------------------------------------------------------------------------
-------------------------------------------------------------------------

Liabilities and
Shareholders' Equity
Current Liabilities $211.2 $119.6 $330.8 $388.3
Long-Term Debt
(Note 6) 865.7 250.7 1,116.4 1,015.1
Indirect Midstream
Long-Term Debt
(Note 6) - 321.6 321.6 2.0
Deferred Income
Taxes and Other
Liabilities 656.6 47.9 704.5 664.6
Minority Interest
(Note 5) - 109.8 109.8 114.2
-------------------------------------------------------------------------
1,733.5 849.6 2,583.1 2,184.2
-------------------------------------------------------------------------
Shareholders' Equity
Share capital 1,565.2 1,546.0
Retained earnings 619.7 648.2
Foreign currency
translation adjustment 33.3 19.5
-------------------------------------------------------------------------
1,974.7 243.5 2,218.2 2,213.7
-------------------------------------------------------------------------
$3,708.2 $1,093.1 $4,801.3 $4,397.9
-------------------------------------------------------------------------
-------------------------------------------------------------------------

Interim Report
For the nine months ended September 30, 1998

Consolidated Statement of Changes in Financial Position Unaudited
($ millions, except per share amounts)

Third Quarter Nine Months
---------------------------------------------------
1998 1997 1996 1998 1997 1996
---------------------------------------------------
Operating Activities
Cash Flow from
Operations $110.8 $106.7 $102.2 $319.2 $365.1 $279.9
Net change in
non-cash working
capital (32.6) (73.6) (79.7) (49.5) (146.9) (171.3)
-------------------------------------------------------------------------
78.2 33.1 22.5 269.7 218.2 108.6
-------------------------------------------------------------------------
Investing Activities
Acquisition (Note 2) - - - - - (1,139.2)
Capital investment (174.4) (145.1) (198.9) (615.9) (712.8) (523.9)
Net proceeds on
sale of AEC
Pipelines, L.P.
(Note 5) - - - - 295.4 -
Proceeds on disposal
of assets 8.4 7.3 33.5 20.6 82.0 43.1
Proceeds on disposal
of Forest Products - - - - - 15.0
Investments and
other (5.4) (4.3) (18.7) (1.9) (2.7) (18.2)
Net change in non-
cash working capital 3.1 (18.5) 26.4 (30.4) (41.5) 49.4
-------------------------------------------------------------------------
(168.3) (160.6) (157.7) (627.6) (379.6) (1,573.8)
-------------------------------------------------------------------------
Increase (Decrease) in
Cash before Financing
Activities (90.1) (127.5) (135.2) (357.9) (161.4) (1,465.2)
-------------------------------------------------------------------------
Financing Activities
Net issue (repayment)
of long-term debt 94.1 38.5 (156.3) 409.1 134.0 80.9
Increase in long-term
debt on acquisition
(Note 2) - - - - - 589.5
Common shares issued
on acquisition
(Note 2) - - - - - 539.0
Issue of common
shares 3.6 2.6 268.0 19.2 13.1 280.4
Common share
dividends - - - (45.0) (44.5) (39.7)
AEC Pipelines, L.P.
distribution
(Note 5) (6.1) (7.0) - (18.3) (7.0) -
Other 1.6 19.1 0.1 (18.3) 19.1 -
-------------------------------------------------------------------------
93.2 53.2 111.8 346.7 114.7 1,450.1
Increase (Decrease)
in cash and short-term
investments $ 3.1 $(74.3) $(23.4) $ (11.2) $(46.7) $ (15.1)
-------------------------------------------------------------------------
Cash and short-term
investments, beginning
of period $ 30.5 $104.3 $ 72.5 $ 44.8 $ 76.7 $ 64.2
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Cash and short-term
investments, end of
period $ 33.6 $ 30.0 $ 49.1 $ 33.6 $ 30.0 $ 49.1
-------------------------------------------------------------------------
-------------------------------------------------------------------------

Cash Flow from
Operations per Common
Share
Basic $ 0.98 $ 0.96 $ 0.93 $ 2.83 $ 3.27 $ 2.72
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Fully diluted $ 0.94 $ 0.92 $ 0.91 $ 2.72 $ 3.13 $ 2.65
-------------------------------------------------------------------------
-------------------------------------------------------------------------

Cash Flow from Operations
is comprised of:
Net earnings 9.0 8.9 12.8 16.5 231.3 44.7
Depreciation,
depletion and
amortization 82.7 85.3 62.5 264.2 252.0 199.2
Dilution gain - - - - (178.0) -
Deferred taxes and
Other 19.1 12.5 26.9 38.5 59.8 36.0
-----------------------------------------------------
$110.8 $106.7 $102.2 $319.2 $365.1 $279.9
-----------------------------------------------------
-----------------------------------------------------
>>

Interim Report
For the nine months ended September 30, 1998

Notes to Consolidated Financial Statements Unaudited

1. Basis of Presentation
The Company's results are reported in two business segments: Upstream
comprises the Company's domestic and international oil and natural gas
exploration, production and marketing operations; Midstream includes the
pipelines and related services, natural gas storage and natural gas liquids
processing operations.

2. Acquisition
In January 1996, the Company acquired all of the issued and outstanding
common and preference shares of Conwest Exploration Company Limited
(''Conwest''). Conwest was engaged primarily in the exploration and
production of oil and natural gas. The results of operations of Conwest from
January 1996 are included in the consolidated financial statements.

3. Interest, net
Interest, net in 1998 has been reduced by $7.1 million related to the
foreign exchange gain (Note 6) and further reduced by $0.7 million related to
interest capitalized (1997 - $5.7 million)

4. Depreciation, Depletion and Amortization
Depreciation, depletion and amortization includes $33.8 million of
depletion related to corporate acquisitions (1997 - $37.3 million; 1996 -
$36.9 million) which is not tax deductible.
Commencing in 1998, the Company excluded $117 million of unproved
properties in the Canadian cost centre from the costs subject to depreciation
and depletion.

5. Minority Interest/Dilution Gain
On April 9, 1997 AEC Pipelines L.P., a limited partnership, completed a
public offering of partnership units. The Company holds a 70 percent interest
in the partnership and the minority interest has been reflected.
A dilution gain of $178 million was recorded on completion of the
transaction. This gain represents the increase in the Company's share of the
accounting value of the partnership equity resulting from the transaction and
no income tax has been provided as the Company has no plans to dispose of the
asset.

<<
6. Debt September 30, December 31,
1998 1997
Long-Term Debt ($ millions)
Upstream
Canadian Dollar debt 675.0 426.3
US Dollar debt (US $125.0) 190.7 93.1
-----------------------------------
865.7 519.4
Midstream
Canadian Dollar debt 198.7 400.0
US Dollar debt (US $34.1) 52.0 95.7
-----------------------------------
250.7 495.7
-----------------------------------
1,116.4 1,015.1
-----------------------------------
-----------------------------------
Indirect Midstream Long-Term Debt
Canadian Dollar debt 16.9 2.0
US Dollar debt (US $200.0) 304.7 -
-----------------------------------
321.6 2.0
-----------------------------------
-----------------------------------

>>
Midstream operations are capitalized at a debt to capitalization ratio of
60:40

Indirect Midstream long-term debt includes debt of the Express Pipeline
System ($304.7 million) and AEC Pipelines, L.P. ($16.9 million).

On February 6, 1998, the Company and its 50% partner in the Express
Pipeline System closed a non-recourse project financing of $285.7 million
(U.S. $200 million) (AEC's share). As a consequence the Company realized a
foreign exchange gain of $7.1 million related to the reduction in its net
investment in the Express System.

7. Discontinued Operations
Discontinued operations reflects the receipt of additional proceeds on
the 1995 disposal of the Forest Products Division.

<<
8. Supplementary information
Nine months ended September 30
($ millions)
1998 1997 1996

Revenues, Net of Royalties
Gas and NGLs (a) 641.5 549.7 386.1
Conventional Oil 62.6 109.9 90.2
Syncrude 166.8 192.7 156.3
International 9.9 10.9 7.1
----------------------------------------
Upstream 880.8 863.2 639.7
----------------------------------------
Pipelines (b) 278.6 261.2 68.9
Gas Storage and Hub
Services (a) 35.0 20.9 17.0
Natural Gas Liquids
Processing 54.9 65.9 46.8
----------------------------------------
Midstream 368.5 348.0 132.7
----------------------------------------
1,249.3 1,211.2 772.4
----------------------------------------
----------------------------------------
Cost of Product Purchased
Gas and NGLs 326.8 288.9 171.7
Pipelines (crude oil) 166.7 165.7 -
Gas Storage 9.6 - -
----------------------------------------
503.1 454.6 171.7
----------------------------------------
----------------------------------------
(a) includes sales of purchased gas
(b) includes sales of purchased crude oil
>>

9. Subsequent event
The Company has made an offer to acquire all of the issued and
outstanding common shares of Amber Energy Inc. (''Amber'') for $7.50 per
common share or, in lieu of cash, 0.225 of an AEC common share for each Amber
Share to an aggregate limit of 4.5 million AEC common shares.
On October 23, 1998, all of the conditions contained in the offer were
satisfied and the Company has taken up and paid for 52.2 million Amber common
shares representing about 88 percent of Amber's outstanding common shares
calculated on a diluted basis. The aggregate number of AEC common shares
allocated to Amber shareholders whose common shares were taken up and paid for
was approximately 4.0 million AEC common shares at an effective issue price of
$33.33 per share, for a total of $133 million.
In connection with the Offer the Company issued, on October 2, 1998,
6,350,000 subscription receipts convertible into 6,350,000 common shares of
AEC. On October 23, 1998, the subscription receipts were converted to AEC
common shares and the gross proceeds of the issue, $200 million, were released
from escrow to the Company.
On October 23, 1998, the Company decided to extend it's offer until
Wednesday, November 4, 1998 to give Amber shareholders who did not deposit
their Amber shares additional time to accept the offer.

<<
Supplemental Oil and Gas Operating Statistics Unaudited

For the nine months ended September 30, 1998

GAS PRODUCTION BY AREA Forecast
(million cubic feet
per day) 1998 1997 1996 1995 1994 1993
------------------------------------------------------------------------
East 370 306 276 276 273 241
West 330 263 229 80 68 56
Cushion gas from storage 19 19 - - 11 21
------------------------------------------------------------------------
Total field capability 719 588 505 356 352 318
Storage withdrawal
(injection) (19) (13) 10 (36) (7) 14
------------------------------------------------------------------------
Total produced gas sales 700 575 515 320 345 332
------------------------------------------------------------------------
------------------------------------------------------------------------

PRODUCED GAS SALES BY CONTRACT
(million cubic feet per day)
------------------------------------------------------------------------
TransCanada Gas Services 84 84 85 111 146 168
Pan-Alberta Gas 89 88 60 31 38 38
ProGas 130 89 50 22 11 6
Long-term direct 135 136 110 90 72 49
Other 262 178 210 66 78 71
------------------------------------------------------------------------
Total 700 575 515 320 345 332
------------------------------------------------------------------------
------------------------------------------------------------------------

PURCHASED GAS TRANSACTIONS
(million cubic feet
per day) 600 569 532 308 110 51
------------------------------------------------------------------------
------------------------------------------------------------------------

OIL AND NGL PRODUCTION
BY AREA
(barrels per day)
------------------------------------------------------------------------
Canada
Syncrude 30,000 28,447 27,596 27,823 26,282 22,118
East 15,000 17,389 12,742 10,751 8,389 7,096
West 13,000 11,421 11,576 2,489 1,889 1,827
------------------------------------------------------------------------
Total Canada 58,000 57,257 51,914 41,063 36,560 31,041
Argentina 2,000 1,683 1,241 1,090 260 -
------------------------------------------------------------------------
Total 60,000 58,940 53,155 42,153 36,820 31,041
------------------------------------------------------------------------
------------------------------------------------------------------------



To: SofaSpud who wrote (12961)10/28/1998 12:52:00 AM
From: Kerm Yerman  Respond to of 15196
 
PIPELINES / Pembina Pipeline Income Fund 3rd Interim Report for the
Nine Months Ended September 30, 1998

CALGARY, Oct. 27 /CNW/ -

- Pembina remains on track to achieve the 1998 forecast distributable
cash of $59.3 million or $0.95 per Unit.

- The Fund made Unitholder distributions of $15.0 million ($0.24 per
Unit) during the quarter, bringing total cash distributions for the
first three quarters of 1998 to $45.0 million or $0.72 per Unit, in
line with expectations.

- Third quarter revenue of $27.8 million was up $1.4 million from the
second quarter as throughput levels began to normalize after temporary
second quarter disruptions. Earnings of $6.9 million were a $1.2
million improvement over those reported for the second quarter, and
were in line with expectations and the forecast full year earnings
target.

- System throughput averaged 346,200 barrels per day through the first
three quarters of 1998. Third quarter average volume levels of
341,200 barrels per day were up two percent over the second quarter.
Third quarter volumes reflect full Novagas contract volumes noted
below, including the startup shortfall between contracted levels and
actual deliveries.

- A ten year transportation agreement between Novagas Canada Ltd. and
Pembina went into effect August 1, 1998. Novagas has contracted for
firm capacity of an initial 19,000 barrels per day of natural gas
liquids on Pembina's Peace System. NGLs from Novagas' newly
constructed pipeline gathering system connecting production facilities
in Northwestern Alberta and Northeastern B.C. are delivered to Peace
at LaGlace, Alberta for transportation to Novagas fractionation
facilities in the Edmonton area. As Novagas becomes fully operational
during the fourth quarter, delivery volumes are expected to increase
to at least minimum contracted levels by year-end, with a provision to
contract for two higher volume commitment levels.

Results From Operations

Revenue through the first three quarters 1998 totalled $81.7 million,
consistent with expectations. The Peace System contributed close to 70% of
Pembina's operating income over the first three quarters, with throughput
levels rising during the third quarter as producers completed annual
maintenance and plant turnaround projects and Novagas deliveries came on line.
Third quarter activity on the Peace System centered on the completion of new
battery connections and facilities expansions started earlier in the year, and
on upgrading and development projects.

Revenue generated by the Pembina System fell within expectations, despite
lower throughput due to a reduction in transfer volumes. These volumes,
injected at a point very close to Edmonton, pay a relatively low tariff
consequently the impact on operating results is not significant. Crude oil
and condensate deliveries were as anticipated.

Throughput on the non-operated Bonnie Glen System was in line with
expectations and system revenue was greater than anticipated due to higher
contracted condensate tariffs. Pembina's ten percent share of Wabasca System
operations exceeded expectations due to higher throughputs.

In August Pembina announced that it had entered into an Operating
Agreement for an initial one year term to contract operate the recently
constructed Pelican Lake pipeline system and related facilities. This
positions Pembina to develop expertise in the maintenance and operation of a
blended system, and provides another opportunity to leverage Pembina's
existing infrastructure.

Expenses

Third quarter operating expense was $10.3 million, comparable to first
and second quarter levels. Pembina expended $1.2 million in capital during
the third quarter, comprised of $1.1 million in facility upgrades and $0.1
million in maintenance capital. Pembina continues to finance capital
expenditures primarily from cash on hand.

Distributable Cash

Distributable cash of the Fund is determined by deducting maintenance
capital expenditures and any required debt repayments and working capital
reserve adjustments from the cash flow generated by Pembina's pipeline
operations. Third quarter cash distributions of the Fund totalled $15.0
million or $0.24 per Trust Unit. Distributions were made in three equal
monthly payments of $0.08 per Unit. The Fund makes cash distributions to
Unitholders of record the last calendar day of each month, payable on or
before the 15th day of the month following. Pembina's full year forecast cash
distribution for 1998 is $0.95 per Unit, unchanged from prior periods.
It is
estimated that roughly 65% of the total 1998 distributions will be considered
taxable income from a Trust for income taxation purposes and that 35% will be
considered a tax deferred Capital Distribution from a Trust. For most
Unitholders, the return of capital amount will reduce the cost base of each
Unit for purposes of calculating the capital gains amount upon ultimate
disposition.

New Developments and Outlook

On October 23, 1998 Pembina successfully completed its first full year of
operation as a public entity with the conclusion of the final instalment and
conversion of Pembina's Trust Units to fully paid status. Pembina's operations
have generated the cash distributions indicated in the Initial Offering
Prospectus, and have provided our Unitholders with a regular income stream.

Pembina provides pipeline transportation service to a wide range of
producers and shippers, shipping products ranging from light crude oil and
condensate to natural gas liquids and ethane. Pembina does not own any of the
product shipped and transportation tolls are based on contract and market
rates not linked to commodity price levels. As such, Pembina is not directly
exposed to commodity prices. While prevailing crude oil prices will likely
have a negative impact on oil exploration programs in the upcoming drilling
season, industry sources expect buoyant natural gas prices will spur
exploration and development activities targeting natural gas and natural gas
liquids in the regions served by Pembina's pipeline systems. This augurs well
for Pembina as natural gas liquids and condensate produced in association with
natural gas comprise almost 40 percent of the Fund's throughput volumes.

Pembina continues to explore ways to realize efficiencies by adopting
best practices in its operations and periodically reviewing tolls and tariffs
to ensure proper alignment with Pembina's cost structure and market
expectations. Through this ongoing process of review and improvement, Pembina
maintains its position as the low cost service provider in the areas it
serves. This, along with Pembina's unregulated tariff structure, base of
contracts, operating expertise and focus on customer service, places Pembina
in a good position to meet its competitive challenges.

The instalment receipts due on October 23, 1998 were fully paid in the
amount of $249,700,000 and Pembina now trades as a fully paid trust unit as
PIF.UN. We are gratified current trading values in the Fund have recovered
from the lows experienced during the past year while we traded as an
instalment receipt. We believe that by continuing to deliver the operating and
financial results our Unitholders expect, we will in time improve market
recognition of both the underlying and long-term value of the Fund.

On behalf of the Board of Trustees of the Pembina Pipeline Income Fund,

William R. Stedman
President and Chief Executive Officer
Pembina Pipeline Corporation

October 27, 1998

consolidated balance sheet

September 30, 1998

(In thousands of dollars)
-------------------------------------------------------------------------
September 30 December 31
1998 1997
(Unaudited) (Audited)
-------------------------------------------------------------------------
Assets

Current assets:
Cash and term deposits $ 4,202 $ 14,034
Final instalment receivable 248,815 238,761
Accounts receivable 14,423 15,996
Income taxes receivable 5,840
Inventories 2,925 2,718
----------------------------------------------------------------------
270,365 277,349
Property, plant and equipment 532,045 546,836
Other assets 6,866 8,144
-------------------------------------------------------------------------
$ 809,276 $ 832,329
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Liabilities and Unitholders' Equity

Current liabilities:
Accounts payable and accrued liabilities $ 6,267 $ 10,539
Distributions payable to Unitholders 4,994 8,740
Final instalment bank loan 248,815 238,761
----------------------------------------------------------------------
260,076 258,040
Unitholders' equity:
Trust Units 578,473 578,473
Earnings to date 24,413 4,556
Distributions to date (53,686) (8,740)
----------------------------------------------------------------------
549,200 574,289
-------------------------------------------------------------------------
$ 809,276 $ 832,329
-------------------------------------------------------------------------
-------------------------------------------------------------------------

consolidated statement of earnings and distributable cash

September 30, 1998 - Unaudited

(In thousands of dollars, except per Trust Unit amount)
-------------------------------------------------------------------------
3 Months 9 Months
Ended Ended
September 30, September 30,
1998 1998
-------------------------------------------------------------------------
Operating revenue $ 27,762 $ 81,735
Expenses:
Operations 10,292 29,379
General and administrative 2,017 6,058
Management fee 225 675
Depreciation and amortization 8,303 25,519
----------------------------------------------------------------------
20,837 61,631
-------------------------------------------------------------------------
Operating earnings 6,925 20,104
Interest and other income (expense) 38 128
Capital and other taxes (124) (375)
-------------------------------------------------------------------------
Net earnings 6,839 19,857
Items not involving cash:
Depreciation and amortization 8,303 25,519
Non-cash tax 124 375
----------------------------------------------------------------------
Cash flow from operations 15,266 45,751
Deduct:
Maintenance capital expenditures (92) (850)
Change in working capital reserve (192) 45
----------------------------------------------------------------------
Distributable cash $ 14,982 $ 44,946
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Distributable cash per Trust Unit $ 0.24 $ 0.72
-------------------------------------------------------------------------
-------------------------------------------------------------------------

consolidated statement of cash flows

September 30, 1998 - Unaudited

(In thousands of dollars)
-------------------------------------------------------------------------
3 Months 9 Months
Ended Ended
September 30, September 30,
1998 1998
-------------------------------------------------------------------------
Cash provided by (used in):
Operations:
Net earnings $ 6,839 $ 19,857
Item not involving cash:
Depreciation and amortization 8,303 25,519
-------------------------------------------------------------------
Cash flow from operations 15,142 45,376
Change in non-cash working capital (2,198) 2,934
----------------------------------------------------------------------
12,944 48,310

Financing:
Final instalment receivable (2,592) (10,054)
Final instalment bank loan 2,592 10,054
Distributions to Unitholders (14,982) (48,692)
----------------------------------------------------------------------
(14,982) (48,692)

Investments:
Development capital expenditures (1,120) (8,600)
Maintenance capital expenditures (92) (850)
----------------------------------------------------------------------
(1,212) (9,450)
Change in cash (3,250) (9,832)
Cash and term deposits, beginning of period 7,452 14,034
-------------------------------------------------------------------------
Cash and term deposits, end of period $ 4,202 $ 4,202
-------------------------------------------------------------------------
Pembina pipeline income fund - information

Registrar and Stock Exchange Listing:
Transfer Agent:
Montreal Trust The Toronto Stock Exchange
Company of Canada Stock symbol: PIF.UN
600, 530 - 8th Avenue S.W.
Calgary, Alberta T2P 3S8



To: SofaSpud who wrote (12961)10/28/1998 1:01:00 AM
From: Kerm Yerman  Respond to of 15196
 
CORP. NOTICE / Fairlady Energy Can't Complete 1998 Exploration
Program

10/27/98 12:33:32 PM
Dateline: MONTREAL, QUEBEC
Stock Symbol: FRY

In December 1997, the Company sold units totaling approximately
$1,677,000 through a public offering for the purpose of the
Company's 1998 exploration program. In January 1998, at the
request of the agent for the 1997 offering, the Company
transferred $1,200,000 to Cameron Petroleum Inc. which had agreed
to carry out the 1998 exploration program in Quebec (the
president of Cameron Petroleum Inc. is an officer and director of
Fairlady Energy Inc.) and Cameron Petroleum Inc. transferred
$300,000 to each of four partnerships who were to commence
releasing the funds to Cameron Petroleum Inc. in six installments
starting in June and continuing until November 1998 for purposes
of carrying out the 1998 exploration program. The above four
partnerships collectively subscribed for approximately 8 million
of the 11,180,559 shares issued pursuant to the 1997 offering.

All of the cheques that were remitted by the partnerships to fund
the 1998 exploration program to date have been returned as a
result of stop payment orders. Neither the Company nor Cameron is
aware of any reason for the stop payment orders. To date, efforts
to obtain payment from the partnerships have been unsuccessful
and the Company's legal counsel has been mandated to institute
proceedings in recovery of the sums owing by the partnerships. To
date the proceeds of the 1997 offering have been used as
indicated in the attached table.

As a result of the foregoing, the Company cannot complete its
1998 exploration program at this time. If it is unable to do so
by December 31, 1998, the Company undertook in the prospectus for
the 1997 offering to remit to subscribers who are so entitled
their proportionate share of the exploration expenses which are
not incurred and will be required to adjust the expenses to which
it has renounced in favour of subscribers. In such a case, the
prospectus stated that subscribers would be reassessed with
respect to any income tax benefit derived in connection with
their investment. In order to reimburse subscribers, the Company
would have to divest itself of assets.

The board of directors has appointed a special committee of
independent directors who, with the advice of legal counsel, will
take appropriate steps to protect the rights and interests of the
Company and its shareholders.

For more information, please contact: Ms. Madeline Brett
Telephone: (519) 657-8658

FAIRLADY ENERGY INC.
(As of October 26, 1998)

Proceeds from 1997 Offering $1,677,000

Proceeds remitted to Partnerships ($1,200,000)
through the Agent ---------------

Proceeds (gross) received by Fairlady $477,000

Agent's Commission $167,700

Cost of Issue $112,544

Working Capital $25,000

CEE & CDE Exploration Costs $89,210

Non-CEE Expenses $ 82,546 $477,000
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To: SofaSpud who wrote (12961)10/28/1998 1:07:00 AM
From: Kerm Yerman  Respond to of 15196
 
FINANCING / Berkley Petroleum Enters Into Agreement With Underwriters

Date: 10/27/98 7:53:57 AM

Dateline: TORONTO, ON
Stock Symbol: BKP

Berkley Petroleum Corp. ("Berkley") has today entered into an agreement with
a syndicate of underwriters led by Nesbitt Burns Inc. and FirstEnergy Capital
Corp. under which they have agreed to buy 4,000,000 Common Shares from the
Company and sell to the public at a price of $11.25 per Common Share,
representing an aggregate amount of issue of $45,000,000.

Berkley will use the net proceeds of this offering to fund acquisitions as
well as to fund Berkley's ongoing exploration and development program, and
for general corporate purposes. Closing of the financing is expected on or
about November 12, 1998.

The securities offered have not been registered under the U.S. Securities Act
of 1933, as amended, and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration
requirements. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the securities
in any State in which such offer, solicitation or sale would be unlawful.