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Press release from Marketwire

Pace Oil & Gas Ltd. Adopts Shareholder Rights Plan

Thursday, July 05, 2012

Pace Oil & Gas Ltd. Adopts Shareholder Rights Plan19:21 EDT Thursday, July 05, 2012CALGARY, ALBERTA--(Marketwire - July 5, 2012) - Pace Oil & Gas Ltd. ("Pace" or "Company") (TSX:PCE) is pleased to announce that its Board of Directors has approved the adoption of a Shareholder Rights Plan (the "Rights Plan"), effective immediately.The Rights Plan is designed to encourage the fair treatment of Pace's shareholders in connection with any take-over offer for the Company by providing the Board of Directors and the shareholders with more time than is afforded under existing Canadian legislation to properly evaluate any unsolicited take-over bid or for the Board of Directors to seek alternatives to such a bid that are in the best interests of the Company and to maximize value for all shareholders. The Rights Plan has not been adopted in response to any specific take-over bid or other proposal to acquire control of Pace and Pace is not aware of any such pending or contemplated proposals.The Rights Plan is similar to rights plans adopted by other Canadian corporations. Subject to the terms of the Rights Plan, the rights issuable under the Rights Plan become exercisable only when a person, including any party related to it, acquires or announces its intention to acquire 20% or more of the Company's outstanding shares without complying with the "Permitted Bid" provisions of the Rights Plan. In the event of such an acquisition, each right would entitle the holder, other than the acquiring person and related persons, to purchase shares of Pace at one half of the prevailing market price at the time.The Rights Plan is not intended to prevent take-over bids. Under the Rights Plan, a Permitted Bid is a bid made for all of the Company's shares to all shareholders that is open for not less than 60 days. If, at the end of the 60 days, at least 50% of the outstanding shares, other than those owned by the offeror and related parties, have been tendered to the bid, the offeror may take up and pay for the shares, but must extend the bid for a further 10 business days to allow other shareholders to tender.In accordance with the requirements of the Toronto Stock Exchange, Pace will seek the approval of its shareholders to the Rights Plan within six months of the effective date of the Rights Plan. Upon such approval, the Rights Plan will have an initial term that will expire at the annual shareholders meeting of Pace to be held in 2014, unless terminated earlier in accordance with its terms. If the Rights Plan is not approved by the shareholders within six months of the effective date of the Rights Plan, the Rights Plan and all rights issued pursuant to it will terminate.A complete copy of the Rights Plan will be filed by Pace on SEDAR and will be available for viewing under Pace's profile at www.sedar.com.Pace is a Calgary, Alberta based intermediate sized oil-weighted company with a large portfolio of near term oil resource opportunities in the Western Canadian Sedimentary Basin. Pace has a growing oil production with its large Montney pool at Dixonville, its Slave Point light oil resource play at Red Earth and its Southern Alberta asset, where Pace is successfully developing and exploiting a large inventory of identified Mannville channels. In Northwest Alberta, the Company is in the early stages of exploring a large Pekisko oil resource play. Pace has a large land inventory of over 800,000 net acres and a large 3-D seismic database to identify drilling opportunities and uses the newest proven technologies in horizontal drilling, multi-stage completions and enhanced oil recovery processes to grow its production and reserve base.Pace's common shares trade under the symbol PCE on the TSX and PACEF on the OTC.FOR FURTHER INFORMATION PLEASE CONTACT: Fred WoodsPace Oil & Gas Ltd.President & CEO(403) 303-8505fwoods@paceoil.caORChad KalmakoffPace Oil & Gas Ltd.VP, Finance & CFO(403) 303-8504ckalmakoff@paceoil.ca