Pacific Northern Gas Ltd.

Pacific Northern Gas Ltd.

March 11, 2005 19:22 ET

Pacific Northern Gas Files Prospectus for a Secondary Offering


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: PACIFIC NORTHERN GAS LTD.

TSX SYMBOL: PNG
TSX SYMBOL: PNG.PR.A

MARCH 11, 2005 - 19:22 ET

Pacific Northern Gas Files Prospectus for a Secondary
Offering

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - March 11, 2005) - Pacific
Northern Gas ("PNG"),(TSX:PNG)(TSX:PNG.PR.A) at the request of Tricor
Acquisition (STP) Inc. ("Tricor"), today filed a preliminary prospectus
with the securities regulators in each province of Canada for the public
offering of 1,338,477 common shares of PNG currently owned by Tricor.
The common shares offered by Tricor represent 37% of PNG's currently
outstanding common shares and represent 100% of Tricor's interest in
PNG. The prospectus also provides for the public offering by certain
officers of PNG of up to 69,229 common shares of PNG out of the 123,829
common shares currently owned by those officers. The shares which may be
sold by those officers are pledged to Tricor to secure loans advanced by
Tricor to purchase the shares. The underwriters for the offering are
Scotia Capital Inc. and CIBC World Markets Inc.

PNG is not selling any newly issued common shares as part of this
offering and will not receive any proceeds from the sale of the common
shares by the selling shareholders.

While the offering is proceeding, PNG will continue to pursue its
strategy to convert to an income trust structure. PNG filed a new
application with the British Columbia Utilities Commission on December
17, 2004, for approval of the conversion. The application will be the
subject of a public hearing scheduled to commence on May 10, 2005, with
a decision expected early in the third quarter of 2005. Conversion to an
income trust structure will also require the approval of the
shareholders of PNG, court approval and acceptable market conditions.
PNG can give no assurances that the required approvals will be obtained,
or that the conversion to an income trust ownership structure will occur.

The securities offered have not been registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in
the United States. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any sale
of the securities in any state in which such offer, solicitation or sale
would be unlawful.

Headquartered in Vancouver, British Columbia, Pacific Northern Gas Ltd.
(TSX:PNG) owns and operates natural gas transmission and distribution
systems. The Company's western transmission line extends from the Duke
Energy Gas Transmission system north of Prince George to tidewater at
Kitimat and Prince Rupert, and provides service to 12 communities and a
number of industrial facilities. In the northeast, PNG's subsidiary
Pacific Northern Gas (N.E.) Ltd. provides gas distribution service in
the Dawson Creek, Fort St. John and Tumbler Ridge areas.

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Contact Information

  • FOR FURTHER INFORMATION PLEASE CONTACT:
    Pacific Northern Gas - Investor Inquiries
    Elizabeth Fletcher
    Chief Financial Officer
    (604) 691-5684
    or
    Pacific Northern Gas - Media Inquiries
    Greg Weeres P.Eng.
    Vice President Operations & Engineering
    (604) 691-5680
    www.png.ca