BA Energy seeking approval of a corporate reorganization


    CALGARY, Jan. 31 /CNW/ - BA Energy Inc. ("BA Energy") has called a
meeting of its shareholders and optionholders to seek approval of a corporate
reorganization pursuant to a plan of arrangement under the Business
Corporation Act (Alberta) (the "Arrangement"). The meeting will be held
February 25, 2008, at 10:00 am MST, in the Royal Room at the Metropolitan
Centre, Calgary. The meeting materials are being mailed to shareholders and
optionholders on January 31, 2008.
    The Arrangement, if approved, will result in BA Energy shareholders
exchanging their BA Energy shares, for shares in Value Creation Inc. ("VCI"),
the majority shareholder of BA Energy. This exchange will result in BA Energy
becoming a wholly-owned subsidiary of VCI. Completion of the Arrangement is
subject to a number of conditions, including securityholder and court
    Genuity Capital Markets ("Genuity") are acting as financial advisor to
the special committee of the board of directors of BA Energy (the "Special
Committee") with respect to the Arrangement. Genuity has provided the Special
Committee with an opinion, as of January 29, 2008, that the consideration to
be received by the holders of BA Energy shares (other than VCI and its
associates and affiliates) pursuant to the Arrangement is fair, from a
financial point of view, to the holders of BA Energy shares (other than VCI
and its associates and affiliates).

    About BA Energy Inc.

    A private, Alberta-based Canadian company, BA Energy was established to
construct and operate the Heartland Upgrader using proprietary upgrading
technologies developed by its parent company, Value Creation Inc. The Value
Creation group's vision is to be a pre-eminent oil sands developer,
differentiating itself with innovative technologies and creative applications
to create enhanced value in the full oil sands development value chain. BA
Energy Inc. and VCI are based in Alberta, Canada.

    Certain statements contained in this News Release constitute
forward-looking statements including, without limitation, the ability of the
combined company to undertake a new set of financing alternatives for the
Heartland Upgrader Project. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause actual results
or events to differ materially from those anticipated in such forward-looking
statements. Such statements reflect BA Energy's current views with respect to
certain even, and are subject to certain risks, uncertainties and assumptions.
Many factors could cause BA Energy's actual results, performance or
achievements to vary from those described in this News Release including,
without limitation, the ability of VCI to successfully complete current
financing activities, conditions to debt financing and status of the Heartland
Upgrader Project. Should one or more of these risks or uncertainties
materialize, or should assumptions underlying forward-looking statements prove
incorrect, actual results may vary materially from those described in this
News Release as intended, planned, anticipated, believed, estimated or
expected. With respect to forward-looking statements in this News Release, BA
Energy has made assumptions regarding, among other things, general economic,
market and business conditions and the availability of sufficient capital on
satisfactory terms. The forward-looking statements speak only as of the date
of this News Release and BA Energy does not assume any obligation to update
these forward-looking statements to reflect new information, subsequent events
or otherwise, except as required by law.

    This News Release does not constitute an offer to sell or the
solicitation of an offer to buy any securities of BA Energy or VCI within the
United States. The securities of BA Energy and VCI have not been and will not
be registered under the United States Securities Act of 1933, as amended (the
"1933 Act"), or any state securities laws. Accordingly, the shares may not be
offered or sold in the United States or to U.S. persons (as such terms are
defined in Regulation S under the 1933 Act) unless registered under 1933 Act
and applicable state securities laws or an exemption from such registration is

For further information:

For further information: Raymond Cej, President, BA Energy Inc., Phone
(403) 537-1404, Email

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