Nova Bancorp Denounces Postponement of Pace Meeting

Vancouver, British Columbia--(Newsfile Corp. - February 20, 2013) - Nova Bancorp Ltd. (“Nova Bancorp”) today strongly denounced the postponement of the Pace shareholder meeting as a tactic and urges concerned Pace shareholders to vote against the arrangement.

Nova Bancorp is disappointed by these coercive tactics and is concerned about other tactics that management may employ. “We are prepared to ask the securities regulators or the court to intervene if there is not a level playing field,” advised Nova Bancorp’s Jack Muir. “Pace management established the rules for the vote, asked shareholders to follow the rules and now management is changing the rules. This is not an acceptable standard of corporate governance,” he added.

Nova Bancorp urges concerned Pace shareholders who have not voted against the arrangement or who wish to change their vote to a vote against the arrangement to do so by following the instructions set forth in the Pace press release dated February 19. In summary:

  • A Pace shareholder may vote against the arrangement using the form of proxy or voting instruction provided by Pace.

  • A Pace shareholder may revoke a previously voted proxy with an instrument in writing, including another proxy, signed by the shareholder and delivered to Pace.

  • In order to revoke a proxy previously delivered by an intermediary or its agent, on their behalf, beneficial shareholders should carefully follow any revocation instructions set forth on the voting instruction form provided to them by their intermediary or agent.

  • The cutoff for voting is 10 a.m. (Calgary time) on February 22.

  • Do not appoint Nova Bancorp Ltd., Jack Muir or Rick Wlodarczak as your appointee. Leave blank or name another individual.

Nova Bancorp remains strongly opposed to the arrangement. Our press release dated February 1 outlined four reasons for our opposition. In our opinion, Pace management has failed to make a compelling case for the proposed transaction. We will continue to comply with the exemption order we obtained from the Alberta Securities Commission to communicate to shareholders why they should vote against the arrangement. We are highly confident the arrangement will be defeated if shareholders make an informed decision.

This solicitation is being made by Nova Bancorp and not by or on behalf of the management of Pace Oil & Gas Ltd. Except for certain non-public solicitations, any solicitation will be made by broadcast, speech or publication. Nova Bancorp will bear all the costs and expenses associated with such solicitation. Affiliates or associates of Nova Bancorp own an aggregate of 108,200 Pace common shares (“Shares”), representing approximately 0.23% of the total Shares issued and outstanding as of the record date. Nova Bancorp Investments Ltd., an affiliate of Nova Bancorp owns 65,200 Shares. Jack Muir and Rick Wlodarczak own or control an aggregate of 43,000 Shares. Messrs. Muir and Wlodarczak are officers of Nova Bancorp and its affiliates.

Vote against the Arrangement using the form of proxy or voting instruction provided by Pace. Shareholders may subsequently revoke such proxy in any manner permitted by law. If you have previously voted on the form of proxy or voting instruction form sent to you by Pace, you may revoke your vote by voting on the internet, by fax, by mail or over the telephone (as available). Only your latest dated form of proxy or voting instruction form will be counted.

The address of Pace Oil & Gas Ltd. is 1700, 250-2 Street S.W., Calgary, Alberta T2P 0C1.

Nova Bancorp is a member of Nova Bancorp Group (www.novabancorp.com), a private investment company based in Vancouver. Nova Bancorp has considerable experience with oil & gas investments and with shareholder activist situations.

For further information:

Jack Muir
604-891-8782
jackmuir@novabancorp.com

Rick Wlodarczak
604-891-8791
rickwlodarczak@novabancorp.com

Website
www.keeppace.ca

Forward-Looking Statements

Certain statements in this press release contain forward-looking information within the meaning of applicable securities laws in Canada (“forward-looking information”). The words “anticipates”, “believes”, “budgets”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “may”, “might”, “plans”, “projects”, “schedule”, “should”, “will”, “would” and similar expressions are often intended to identify forward-looking information, although not all forward-looking information contains these identifying words.

The forward-looking information in this press release includes, but is not limited to: the timing and holding of the Pace meeting and the future prospects of Pace.

In connection with the forward-looking information contained in this news release, Nova Bancorp has made numerous assumptions. While Nova Bancorp considers these assumptions to be reasonable, these assumptions are inherently subject to significant uncertainties and contingencies. Additionally, there are known and unknown risk factors which could cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein.

All forward-looking information in this press release is qualified in its entirety by this cautionary statement and, except as may be required by law, Nova Bancorp undertakes no obligation to revise or update any forward-looking information as a result of new information, future events or otherwise after the date hereof.

 
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