News Release
December 18, 2003


VANCOUVER, BRITISH COLUMBIA -- Pacific Northern Gas Ltd. (PNG) announces that all of its Class A and B shares have been consolidated into a single class of common shares with one vote per share. The single class of common shares will trade on the Toronto Stock Exchange in place of the Class A non-voting shares.  Each Class A share and each Class B share of PNG now represents a common share of PNG.

PNG also announced the completion today of the sale by Duke Energy of its 40 percent interest in PNG to Tricor Acquisition (STP) Inc. a subsidiary of Tricor Pacific Capital, Inc. (Tricor). Tricor acquired the shares as nominee for Tricor Pacific Capital Partners (Fund III), Limited Partnership, a British Columbia based private equity fund.  As part of the transaction, senior management of PNG will acquire shares of PNG from Tricor (representing approximately 2.8 percent of the issued shares of PNG) on the same terms as Tricor acquired the shares from Duke Energy.

Roy Dyce, President and CEO of PNG said, "The conversion of the Class A and B shares into a single class of common voting shares is a significant benefit to the Company's existing public shareholders. Also, the investment by Tricor indicates a strong belief in the ability of PNG's management to enhance shareholder value. PNG looks forward to working with Tricor in continuing to provide a high degree of secure and reliable service to PNG's customers." 

Rod Senft, Tricor's Managing Director said, "Tricor is excited about its investment in PNG.  It fits with our strategy of investing in companies with strong earnings, good business fundamentals and a capable management team that has invested with us.  Tricor strongly supports PNG's review of its strategic alternatives, including the potential conversion to an income trust." 

Scotia Capital Inc. advised PNG on the strategic aspects of this transaction and will continue to assist the Company in the evaluation of options to enhance shareholder value, which include the potential conversion of PNG to an income fund. This conversion is subject to regulatory and shareholder approval and no application for the required approvals has yet been made.

Headquartered in Vancouver, British Columbia, Pacific Northern Gas Ltd. (TSX:PNG.A/ PNG.PR.A) owns and operates natural gas transmission and distribution systems. The Company's western transmission line extends from the Duke Energy Gas Transmission (formerly Westcoast Energy) 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, Pacific Northern's subsidiary Pacific Northern Gas (N.E.) Ltd. provides gas distribution service in the Dawson Creek, Fort St. John and Tumbler Ridge areas.

Contact: Media Contact: Greg Weeres, Pacific Northern Gas
Phone: 604/691-5680
24-Hour Phone: n/a
Contact: Investor Inquiries: Elizabeth Fletcher, Pacific Northern Gas
Phone: 604/691-5684
24-Hour Phone: n/a