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EnCana's U.S. Rockies gas position expands with planned US$2.7 billion acquisition of Tom Brown, Inc.

           Subsequent sales of Canadian assets to further advance
                           resource play strategy

               EnCana U.S. gas production anticipated to reach
                        1 billion cubic feet per day

    CALGARY, April 15 /PRNewswire-FirstCall/ - EnCana Corporation
(TSX & NYSE: ECA) has entered into an agreement pursuant to which a wholly
owned subsidiary of EnCana would acquire all of the outstanding shares of
independent energy company Tom Brown, Inc. of Denver, Colorado, for cash, at a
price of   US$48.00 per share. This represents a premium of 24 percent to
yesterday's closing price of Tom Brown's common stock and results in total
consideration, including debt, of US$2.7 billion.
    "The completion of this acquisition of Tom Brown's long-life natural gas
reserves and production, together with the high-growth potential of its
undeveloped resources located in the key unconventional onshore U.S. gas
basins, will further advance our North America resource play strategy. The
U.S. Rockies have been EnCana's highest growth region and this acquisition is
anticipated to take our U.S. gas production to 1 billion cubic feet per day,"
said Gwyn Morgan, EnCana's President & Chief Executive Officer.

    Enhancing EnCana's U.S. growth potential

    "Tom Brown's assets are a hand-in-glove fit with our U.S. Rockies asset
base. These are high working interest, low-decline, early-life, operated
properties where we believe we can apply our proven resource play management
system to grow production, reserves and financial returns as we maximize the
assets' potential. We expect this acquisition to be immediately accretive to
both cash flow and earnings per share. We also plan to undertake a significant
increase in the size of our current divestiture program of conventional
non-core properties in Western Canada - assets that are attractive to the
royalty trust market. To date in 2004, we have divested of about
US$380 million of non-core assets. The additional divestitures are expected to
realize between US$1 billion and US$1.5 billion from the sale of conventional
properties that currently produce between 40,000 and 60,000 barrels of oil
equivalent per day. Pro forma the Tom Brown acquisition and the planned
Canadian conventional divestitures, EnCana's 2004 U.S. production is expected
to increase from 18 to 24 percent of total production. Long-life, low-decline
resource plays are expected to rise to about 75 percent of our North American
production, from 67 percent currently. Overall, North American production is
expected to be 88 percent of EnCana's total production," said Randy Eresman,
EnCana's Chief Operating Officer.

    Tom Brown's long-life assets expected to build EnCana's net asset value

    "EnCana has been built upon long-life, low production cost, high-quality
assets that have enabled us to forecast 10 percent per share average annual
growth from existing assets, without the need to acquire. However, we have
also maintained a strong balance sheet, which places us in an advantageous
position to build the net asset value of our total portfolio by adding
similar, high-quality assets such as Tom Brown," Morgan said.
    Resource play assets are characterized by a large known resource in place
with significant development potential that is unlocked through the
disciplined application of technology and continuous operational and cost
improvement. Production from these long-life properties declines at a lower
rate than from conventional reservoirs. Tom Brown has accumulated an
attractive suite of resource play properties that are an excellent strategic
fit with EnCana's U.S. operations.
    "Over the past four years, our U.S. Rockies team has demonstrated success
at applying our resource play strategy to build value for our shareholders. A
prime example is our acquisition of Ballard Petroleum in Colorado in early
2001, which gave us an entry into Mamm Creek. Since the acquisition we have
increased net proved reserves by seven-fold to approximately 1 trillion cubic
feet of gas and production by ten-fold to 210 million cubic feet of gas
equivalent per day. This has all been accomplished at an attractive full-cycle
finding, development and acquisition cost of US$1.45 per thousand cubic feet
equivalent. Our compound annual growth rate in our U.S. region has been
75 percent, of which about three-quarters has been through the drill bit. We
expect to continue this growth and value creation by developing the Tom Brown
assets in Colorado, Wyoming and Texas," said Roger Biemans, President of
EnCana Oil & Gas (USA) Inc.
    The completion of EnCana's acquisition of Tom Brown is expected to add
about 325 million cubic feet equivalent per day of current gas production,
about 1.2 trillion cubic feet of proved gas reserves and about 2 million net
undeveloped acres. Since 1998, Tom Brown has grown its production by
18 percent per year from the Piceance, Green River, Wind River, Paradox,
East Texas, Permian and Western Canada Sedimentary basins. These are
early-life properties where Tom Brown has identified an estimated
3,200 drilling locations - an exceptional inventory of development
opportunities where EnCana believes it can apply its highly-efficient
"gas manufacturing" techniques to grow production and reserves for several
years ahead.
    As previously announced by Tom Brown, Ryder Scott Company, independent
petroleum consultants, reviewed the top value properties which make up over
80 percent of the reserve quantities on a net equivalent basis.
    Tom Brown has hedged about half of its 2004 expected gas production and a
lesser portion of its volumes through March of 2005. These hedges include
production area fixed price swaps and a number of costless collars. To help
protect the strong financial returns associated with this acquisition, the
hedge positions will be increased on up to 100 percent of Tom Brown's
forecasted production volumes through 2006. Based on the existing and planned
hedges, it is anticipated that the Tom Brown acquisition will generate cash
flow in excess of capital investment for several years.
    This transaction is an example of the disciplined, rigorous approach that
EnCana applies to all its capital investment decisions. Based on full-cycle
economics, EnCana expects that the combination of this acquisition and the
planned divestitures will achieve the company's targeted financial returns. Of
the total acquisition price of US$2.7 billion, approximately US$358 million is
related to the purchase of undeveloped exploration land, certain midstream
assets and Tom Brown's Sauer Drilling Company. The cost per unit of current
proved reserves is estimated at US$1.95 per thousand cubic feet. Full-cycle
finding and development costs, including the acquisition cost and all future
development costs, to exploit the expected recoverable reserves are
anticipated to be about US$1.50 per thousand cubic feet, consistent with
full-cycle costs at Mamm Creek. Tom Brown has a relatively low cost structure
with lease operating expenses in 2003 of US$0.43 per thousand cubic feet.
Based on EnCana's experience with its Mamm Creek and Jonah gas fields, unit
operating costs are expected to decline as production volumes continue to
increase.
    EnCana has arranged a US$3 billion non-revolving bridge financing with
Royal Bank of Canada to fund the acquisition. On a pro forma basis and after
the planned acquisition and divestitures, EnCana estimates that its debt to
total capitalization ratio as at December 31, 2003 would have been 40:60.
EnCana anticipates that due to the structure of its U.S. holdings and existing
Tom Brown and EnCana tax pools it will be able to shelter substantially all of
its U.S. cash flow from income tax through 2005.
    Under the terms of the agreement between EnCana and Tom Brown, a
subsidiary of EnCana will commence a tender offer to purchase all of the
outstanding shares of Tom Brown at a price of US$48.00 per share in cash. The
boards of directors of both EnCana and Tom Brown have unanimously approved the
transaction. The Tom Brown board of directors is recommending shareholders of
Tom Brown accept the offer and the directors of Tom Brown and senior executive
team have informed EnCana of their intention to tender their shares to the
offer, which is expected to commence within the next 10 business days and is
expected to close prior to June 1, 2004. A vote of Tom Brown's stockholders
will be required only if less than 90 percent of Tom Brown's shares are
tendered into the EnCana offer. Under certain circumstances, should EnCana not
be successful in acquiring the minimum number of shares required under the
tender offer, and Tom Brown is acquired by, or in certain instances enters
into an agreement to be acquired by another party, EnCana will receive a cash
payment of US$80 million from Tom Brown.
    Following completion of the tender offer and receipt of any necessary
Tom Brown stockholder approval, Tom Brown will merge with a subsidiary of
EnCana and each share of Tom Brown common stock not tendered in the tender
offer will be converted into the right to receive US$48.00 in cash. Upon
completion of the merger, Tom Brown will become a wholly owned subsidiary of
EnCana.
    The closing of the tender offer and merger of the EnCana subsidiary and
Tom Brown are subject to customary terms and conditions, including the tender
of at least a majority of Tom Brown's outstanding shares of common stock on a
fully diluted basis and customary regulatory approvals.
    EnCana has posted an updated guidance document to its Web site,
http://www.encana.com.
    Merrill Lynch acted as exclusive financial advisor to EnCana on this
transaction.

    -------------------------------------------------------------------------
                            CONFERENCE CALL TODAY

    EnCana will host a conference call today, Thursday, April 15, 2004,
    starting at 7 a.m., Mountain Time (9 a.m. Eastern Time), to discuss
    EnCana's planned acquisition of Tom Brown.

    To participate, please dial (719) 457-2633 approximately 10 minutes prior
    to the conference call.

    A live audio Web cast of the conference call will also be available via
    the EnCana Web site, http://www.encana.com, under Investor Relations.
    -------------------------------------------------------------------------

    EnCana Corporation

    With an enterprise value of approximately $25 billion, EnCana is one of
the world's leading independent oil and gas companies and North America's
largest independent natural gas producer and gas storage operator. Ninety
percent of the company's assets are located in North America. EnCana is the
largest producer and landholder in Western Canada and is a key player in
Canada's emerging offshore East Coast basins. Through its U.S. subsidiaries,
EnCana is one of the largest gas explorers and producers in the Rocky Mountain
states and has a strong position in the deep water Gulf of Mexico.
International subsidiaries operate two key high potential international growth
regions: Ecuador, where it is the largest private sector oil producer, and the
U.K. where it is the operator of a large oil discovery. EnCana and its
subsidiaries also conduct high upside potential new ventures exploration in
other parts of the world. EnCana is driven to be the industry's high
performance benchmark in production cost, per-share growth and value creation
for shareholders. EnCana common shares trade on the Toronto and New York stock
exchanges under the symbol ECA.

    ADVISORY

    This announcement is neither an offer to purchase nor a solicitation of
an offer to sell shares of Tom Brown. At the time the subsidiary of EnCana
commences its offer, it will file a Tender Offer Statement with the Securities
and Exchange Commission (the "SEC") and Tom Brown will file a
Solicitation/Recommendation Statement with respect to the offer. THE TENDER
OFFER WILL BE MADE SOLELY BY THE TENDER OFFER STATEMENT. THE TENDER OFFER
STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND
ALL OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL
CONTAIN IMPORTANT INFORMATION AND SHOULD BE READ CAREFULLY BEFORE ANY DECISION
IS MADE WITH RESPECT TO THE OFFER.
    The Offer to Purchase, the related Letter of Transmittal and certain
other offer documents, as well as the Solicitation/Recommendation Statement
will be made available to all stockholders of Tom Brown, at no expense to
them. The Tender Offer Statement (including the Offer to Purchase, the related
Letter of Transmittal and all other offer documents filed by EnCana with the
SEC) and the Solicitation/Recommendation Statement will also be available for
free at the SEC's website at HTTP://WWW.SEC.GOV. Investors and security
holders are strongly advised to read both the Tender Offer Statement and the
Solicitation/Recommendation Statement regarding the tender offer referred to
in this press release when they become available because they will contain
important information.

    ADVISORY REGARDING FORWARD-LOOKING STATEMENTS - In the interests of
providing EnCana shareholders and potential investors with information
regarding EnCana, including management's assessment of EnCana's and its
subsidiaries' future plans and operations, certain statements contained in
this news release are forward-looking statements within the meaning of the
"safe harbour" provisions of the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements in this news release include,
but are not limited to: the anticipated completion of the Tom Brown
acquisition and the timing thereof; anticipated U.S. and North American
production growth; expected proceeds of property divestitures; anticipated
cash flow levels; anticipated full-cycle finding and development costs and the
ability to shelter U.S. cash flow. Readers are cautioned not to place undue
reliance on forward-looking statements, as there can be no assurance that the
plans, intentions or expectations upon which they are based will occur. By
their nature, forward-looking statements involve numerous assumptions, known
and unknown risks and uncertainties, both general and specific, that
contribute to the possibility that the predictions, forecasts, projections and
other   forward-looking statements will not occur, which may cause the
company's actual performance and financial results in future periods to differ
materially from any estimates or projections of future performance or results
expressed or implied by such forward-looking statements. These risks and
uncertainties include, among other things: volatility of oil and gas prices;
fluctuations in currency and interest rates; product supply and demand; market
competition; risks inherent in the company's marketing operations, including
credit risks; imprecision of reserves estimates and estimates of recoverable
quantities of oil, natural gas and liquids from resource plays and other
sources not currently classified as proved or probable reserves; the company's
ability to replace and expand oil and gas reserves; its ability to generate
sufficient cash flow from operations to meet its current and future
obligations; its ability to access external sources of debt and equity
capital; the timing and the costs of well and pipeline construction; the
company's ability to secure adequate product transportation; changes in
environmental and other regulations; political and economic conditions in the
countries in which the company operates, including Ecuador; the risk of war,
hostilities, civil insurrection and instability affecting countries in which
the company operates and terrorist threats; risks associated with existing and
potential future lawsuits and regulatory actions made against the company; the
risk that the anticipated synergies to be realized by the merger of AEC and
PCE will not be realized; costs relating to the merger of AEC and PCE being
higher than anticipated and other risks and uncertainties described from time
to time in the reports and filings made with securities regulatory authorities
by EnCana. Although EnCana believes that the expectations represented by such
forward-looking statements are reasonable, there can be no assurance that such
expectations will prove to be correct. Readers are cautioned that the
foregoing list of important factors is not exhaustive.
    Furthermore, the forward-looking statements contained in this news
release are made as of the date of this news release, and EnCana 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. The forward-looking statements contained in this news
release are expressly qualified by this cautionary statement.



SOURCE EnCana Corporation




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CONTACT:
Further information on EnCana Corporation is
available on the company's Web site, http://www.encana.com, or by
contacting: Investor contact: EnCana Corporate Development,
Sheila McIntosh, Vice-President, Investor Relations, (403)
645-2194; Greg Kist, Manager, Investor Relations, (403) 645-4737;
Tracy Weeks, Manager, Investor Relations, (403) 645-2007; Media
contact: Alan Boras, Manager, Media Relations, (403) 645-4747