North Peace Energy Announces Closing of Strategic Acquisition and Bought Deal Equity Financing



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

    TSX-V: NPE

    CALGARY, June 28 /CNW/ - North Peace Energy Corp. ("North Peace" or the
"Corporation") is pleased to announce that it has completed its previously
announced acquisition of the remaining 30 percent ownership in its land
holdings in the Red Earth area of northern Alberta (the "Acquisition") and a
$20 million bought deal equity financing (the "Financing").
    Upon closing of the Acquisition, North Peace secured the interest owned
by their previous joint venture partner at an accretive level to North Peace
shareholders, paying $20 million for 30 percent of 2.0 to 3.1 billion barrels
of discovered resource. Going forward, North Peace will have the advantage of
controlling 100 percent of the asset. Total consideration for the acquisition
was $20 million, consisting of $15 million in cash (inclusive of a
$4.5 million deposit) and $5 million (less adjustments) in common shares of
North Peace 2,270,430 common shares at a deemed price of $2.20 per share).
    The Financing raised total gross proceeds of $20,000,001 through a
syndicate of investment dealers led by GMP Securities L.P. and including
Blackmont Capital Inc., Raymond James Ltd. and Canaccord Adams Inc. GMP
Securities L.P. also acted as financial advisor to North Peace in connection
with the Acquisition.
    Under the terms of the Financing, North Peace issued 9,523,810
subscription receipts for common shares of the Corporation at an issue price
of $2.10 per subscription receipt. The effective date for the exchange of
subscription receipts for common shares is June 28, 2007. No payment or
further action is required by holders of the subscription receipts to effect
the exchange. The Corporation's transfer agent will issue the common shares on
or before July 4, 2007.
    In accordance with applicable securities legislation and stock exchange
policies, the common shares issued on conversion of the subscription receipts
and received as consideration for a portion of the payment of the Acquisition
will be subject to a four-month hold period from the date of closing of the
Financing. The net proceeds of the Financing were used to finance the
Acquisition and will also be used for the Corporation's exploration program.
    Following the closing of these transactions the Corporation has
38,050,640 common shares outstanding.

    Discovered Resources, in accordance with Canadian Oil and Gas Evaluation
Handbook ("COGEH"), those quantities of oil and gas estimated on a given date
to be remaining in, plus those quantities already produced from, known
accumulations. Discovered resources are divided into economic and uneconomic
categories, with the estimated future recoverable portion classified as
reserves and contingent resources, respectively. No proved or probable
reserves have been assigned to the lands at this time because the bitumen has
not been shown to be economically recoverable. As North Peace is in the early
stages of the project, the resources have not yet been shown to be recoverable
or unrecoverable, thus, they have been classified as discovered resources and
reported as in-place volumes. There is no certainty that it will be
economically viable or technically feasible to produce any portion of the
reported discovered resources.

    Forward-Looking Statements: Certain statements contained in this release
constitute forward-looking statements that involve known and unknown risks,
uncertainties and other factors that may cause actual results or events to
differ materially from those anticipated in such forward-looking statements.
No assurance can be given that these expectations will prove to be correct and
such forward-looking statements included in this release should not be unduly
relied upon. Actual results could differ materially as a result of changes in
North Peace's plans, changes in commodity prices, regulatory changes, general
economic, market and business conditions as well as production, development
and operating performance and other risks associated with oil and gas
operations including anticipated success of resource prospects and the
expected characteristics of resource prospects; anticipated capital
requirements, project rates of return and estimated project life; estimates of
original discovered resource; estimates of recovery factors; lack of
diversification; and overall technical and economic feasibility of the
Company's project. These statements speak only as of the date of this release
or as of the date specified in the documents accompanying this release, as the
case may be.
    The Company undertakes no obligation to publicly update or revise any
forward-looking statements except as expressly required by applicable
securities laws.

    About North Peace

    North Peace is an early stage oil sands company with land and assets
bridging the Athabasca and Peace River oil sands areas of northern Alberta.

    The TSX Venture Exchange does not accept responsibility for the adequacy
    or accuracy of this news release.

    This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the securities in any jurisdiction. The
securities offered have not and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act") or any state
securities laws and may not be offered or sold in the United States except in
certain transactions exempt from the registration requirements of the U.S.
Securities Act and applicable states securities laws.

    %SEDAR: 00019211E




For further information:

For further information: Louis Dufresne, President and CEO, James
Glessing, Vice President, Finance & CFO, North Peace Energy Corp., 470, 505 -
3rd Street SW, Calgary, Alberta, T2P 3E6, Telephone (403) 262-6024, Facsimile:
(403) 262-6072, E-mail:info@northpec.com, www.northpec.com; Or: Stephanie
Mesher, Bryan Mills Iradesso, (403) 503-0144 ext. 216, smesher@bmir.com

Organization Profile

NORTH PEACE ENERGY CORP.

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