NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A
VIOLATION OF U.S. SECURITIES LAWS. 


Pace Oil & Gas Ltd. ("Pace", the "Company") (TSX:PCE) wishes to refute
inaccurate and misleading statements regarding the proposed merger with AvenEx
Energy Corp. ("AvenEx") and Charger Energy Corp. ("Charger") to form Spyglass
Resources Corp. ("Spyglass") (the "Merger") contained in recent news releases
published by Nova Bancorp, a minority shareholder with ownership of less than
one half of one percent of outstanding Pace shares.


The Board believes the Merger is in the best interest of Pace shareholders as it
results in a larger entity with a sustainable, dividend-paying model. Pace
believes that statements recently published by Nova Bancorp, holder of only
65,200 Pace shares, are inaccurate and misleading and have also had a
detrimental impact on shareholder value since the initial news release by Nova
Bancorp on January 29, 2013. In their public comments, Nova Bancorp has not
provided a viable alternative to the Merger and has only expressed an
unsubstantiated opinion that there might be better alternatives. While the
motivations of Nova Bancorp are unclear, they have indicated a desire to run a
redundant sales process for Pace without any guarantees of a superior outcome
and a certainty of additional costs to shareholders. In addition to the
recommendation from Institutional Investor Services ("ISS") a leading proxy
advisory firm, Pace has received positive support from many of its largest
shareholders who have indicated their intention to vote FOR the arrangement
contrary to comments by Nova Bancorp. 


Shareholders are asked to consider the facts below refuting Nova Bancorp's
stated objections to the Merger:




1.  The Pace sale process was comprehensive and resulted in an arm's length
    transaction:

--  In October 2012 National Bank Financial Inc. ("NBF") was engaged to
    conduct a confidential strategic alternatives process for the sale of
    Pace. 
--  20 companies were approached and 13 expressed interest and executed
    confidentiality agreements with Pace. 
--  Pace gave technical presentations to 11 interested companies. 
--  3 proposals were received and were evaluated by the Pace board of
    directors. 
--  Pace and Charger have two common directors, Mr. Buchanan and Mr. Shaikh
    who excused themselves from the decision making process at both Pace and
    Charger. 
--  NBF provided a fairness opinion that the Merger is fair from a financial
    point of view to the holders of Pace shares. 
--  The Pace board voted unanimously (excluding Mr. Buchanan and Mr. Shaikh)
    in favour of the Merger. 

2.  The consideration to be received by Pace shareholders is fair

--  When adjusted for relative leverage, the debt-adjusted contributions of
    the parties to Spyglass are consistent with their relative ownership in
    Spyglass. 
--  Pace shareholders were offered a 27% premium to the market price prior
    to the announcement and a 46% premium to the 30-day volume weighted
    average price prior to the announcement. 
--  NBF, Pace's financial advisor, provided a written fairness opinion
    stating that the consideration to be received by the holders of Pace
    shares pursuant to the Merger is fair, from a financial point of view to
    the holders of Pace shares.

3.  The proposed Merger produces a sustainable dividend model 

--  The combination has been modeled extensively using both public and
    confidential information available to the parties to assess the
    sustainability of Spyglass. 
--  Spyglass will have a very low base decline rate of approximately 20%
    combined with strong capital efficiencies, currently estimated at
    $25,000 / boed. 
--  The initial dividend rate of approximately $0.04 per Pace Share ($0.03
    per Spyglass share) has been set in the context of the current commodity
    price environment. 
--  Spyglass will use an active commodity price hedging program to mitigate
    volatility and support a stable dividend.

4.  The severance payments to Pace management are contractual obligations
    and will result in future cost savings

--  The severance payments to the management of Pace are specified in the
    employment contracts of Pace management who will not continue with the
    entity. These employment agreements are industry standard and are
    contractual obligations that are due in the event of a termination and
    would be payable in any similar transaction. 
--  Overall general and administrative savings for Spyglass are estimated at
    approximately $10 million per year, due in large part to, redundancies
    at the executive level. 



Pace believes Nova Bancorp is providing inaccurate and misleading statements.
Shareholders with questions regarding the arrangement are encouraged to contact
Pace directly.


Pace Shareholders are reminded to vote their proxy before Thursday, February 14,
2013 at 10:00am (Calgary Time). 


For more information and assistance in voting your proxy, shareholders are urged
to contact Kingsdale Shareholder Services Inc., by email at contact
us@kingsdaleshareholder.com, by telephone at 1-888-518-1558 (toll-free within
Canada or the United States) or call 1-416-867-2272 (for collect calls outside
Canada and the U.S.) or by fax at 1-866-545-5580 (North American toll-free
facsimile) or 1-416-867-2271.


Reader Advisory and Note Regarding Forward Looking Information

This press release contains forward-looking forward-looking information within
the meaning of applicable securities laws and is based on the expectations,
estimates and projections as of the date of this news release, unless otherwise
stated. The use of any of the words "expect", "anticipate", "continue",
"estimate", "objective", "ongoing", "may", "will", "project", "should",
"believe", "plans", "intends" and similar expressions are intended to identify
forward-looking information. More particularly and without limitation, this
press release contains forward-looking information concerning: the anticipated
benefits of the Merger to the shareholders of each of Charger, Pace and AvenEx,
including anticipated synergies; anticipated future production, operating
netbacks, cash flow, capital expenditures, dividends, payout ratios, decline
rates, development capital efficiencies, net debt to cash flow, reserve life
index, credit facility availability and years of sustaining development
available; the timing and anticipated receipt of required regulatory, court and
shareholder approvals for the transaction; the ability of each of Charger, Pace
and AvenEx to satisfy the other conditions to, and to complete, the Merger
including the Elbow River Sale; the anticipated timing of the joint information
circular regarding the Merger; the holding of the shareholder meetings of each
of Charger, Pace and AvenEx; the anticipated dividend payments of Spyglass
following closing and the closing of the Merger. Such forward-looking
information is provided for the purpose of providing information about
management's current expectations and plans relating to the future. Investors
are cautioned that reliance on such information may not be appropriate for other
purposes, such as making investment decisions.


In respect of the forward-looking information and statements concerning the
anticipated benefits and completion of the proposed Merger and the anticipated
timing for completion of the Merger, each of Charger, Pace and AvenEx has
provided such in reliance on certain assumptions that it believes are reasonable
at this time, including assumptions as to the time required to prepare and mail
shareholder meeting materials, including the required information circular; the
ability of each of Charger, Pace and AvenEx to receive, in a timely manner, the
necessary regulatory, court, shareholder, stock exchange and other third party
approvals, including but not limited to the receipt of applicable competition
approvals; the ability of each of Charger, Pace and AvenEx to satisfy, in a
timely manner, the other conditions to the closing of the Merger; and
expectations and assumptions concerning, among other things: commodity prices
and interest and foreign exchange rates; planned synergies, capital efficiencies
and cost-savings; applicable tax laws; future production rates; the sufficiency
of budgeted capital expenditures in carrying out planned activities; and the
availability and cost of labour and services. 


The anticipated dates provided may change for a number of reasons, including
unforeseen delays in preparing meeting materials, inability to secure necessary
shareholder, regulatory, court or other third party approvals in the time
assumed or the need for additional time to satisfy the other conditions to the
completion of the Merger. Accordingly, readers should not place undue reliance
on the forward-looking information contained in this press release. In respect
of the forward-looking information, including the anticipated dividend payments
of Spyglass following closing, each of Charger, Pace and AvenEx has provided
such in reliance on certain assumptions that it believes are reasonable at this
time, including assumptions in respect of: prevailing commodity prices, margins
and exchange rates; that each of Charger's, Pace's and AvenEx's future results
of operations will be consistent with past performance and management
expectations in relation thereto; the continued availability of capital at
attractive prices to fund future capital requirements relating to existing
assets and projects, including but not limited to future capital expenditures
relating to expansion, upgrades and maintenance shutdowns; the success of growth
projects; future operating costs; that counterparties to material agreements
will continue to perform in a timely manner; that there are no unforeseen events
preventing the performance of contracts; and that there are no unforeseen
material construction or other costs related to current growth projects or
current operations.


Since forward-looking information addresses future events and conditions, such
information by its very nature involves inherent risks and uncertainties. Actual
results could differ materially from those currently anticipated due to a number
of factors and risks. These include, but are not limited to the risks associated
with the industries in which each of Charger, Pace and AvenEx operates in
general such as: operational risks; delays or changes in plans with respect to
growth projects or capital expenditures; costs and expenses; health, safety and
environmental risks; commodity price, interest rate and exchange rate
fluctuations; environmental risks; competition; failure to realize the
anticipated benefits of the Merger and to successfully integrate each of
Charger, Pace and AvenEx; ability to access sufficient capital from internal and
external sources; and changes in legislation, including but not limited to tax
laws and environmental regulations. Risks and uncertainties inherent in the
nature of the Merger include the failure of each of Charger, Pace and AvenEx to
obtain necessary shareholder, regulatory, court and other third party approvals,
or to otherwise satisfy the conditions to the Merger, in a timely manner, or at
all. Failure to so obtain such approvals, or the failure of each of Charger,
Pace and AvenEx to otherwise satisfy the conditions to the Merger, may result in
the Merger not being completed on the proposed terms, or at all.


Readers are cautioned that the foregoing list of factors is not exhaustive.
Additional information on other factors that could affect the operations or
financial results of each of Charger, Pace and AvenEx, and the combined company,
are included in reports on file with applicable securities regulatory
authorities, including but not limited to; the Annual Information Form for the
year ended December 31, 2011 for each of Charger, Pace and AvenEx which may be
accessed on their respective SEDAR profiles at www.sedar.com.


Any financial outlook or future oriented financial information in this press
release, as defined by applicable securities legislation, has been approved by
management of Charger, Pace and AvenEx. Such financial outlook or future
oriented financial information is provided for the purpose of providing
information about management's reasonable expectations as to the anticipated
results of Spyglass and its anticipated business activities for the twelve
months following the closing of the Merger.


The forward-looking information contained in this press release is made as of
the date hereof and each of Charger, Pace and AvenEx undertake no obligation to
update publicly or revise any forward-looking information, whether as a result
of new information, future events or otherwise, unless so required by applicable
securities laws.


Boes are presented on the basis of one Boe for six Mcf of natural gas.
Disclosure provided herein in respect of Boes may be misleading, particularly if
used in isolation. A Boe conversion ratio of 6 Mcf:1 Bbl is based on an energy
equivalency conversion method primarily applicable at the burner tip and does
not represent a value equivalency at the wellhead.


Given that the value ratio based on the current price of crude oil as compared
to natural gas is significantly different from the energy equivalency of 6:1,
utilizing a conversion on a 6:1 basis may be misleading as an indication of
value.


This joint news release does not constitute an offer to sell or the solicitation
of an offer to buy any securities within the United States. The securities to be
offered have not been and will not be registered under the U.S. Securities Act
of 1933, as amended, or any state securities laws, and may not be offered or
sold in the United States absent registration or an applicable exemption from
the registration requirements of such Act or other laws.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Pace Oil and Gas Ltd.
Fred Woods
President & CEO
(403) 303-8505
fwoods@paceoil.ca


Pace Oil and Gas Ltd.
Chad Kalmakoff
VP Finance & CFO
(403) 303-8504
ckalmakoff@paceoil.ca
www.paceoil.ca
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