Material Change Report

On January 24, 2020, Orca announced the authorization of a substantial issuer bid, the outcome of its strategic review process, and its focused strategy to grow an integrated gas business in Africa.

Based on the alternatives available to the Company, the special committee (“Special Committee”) of Orca recommended, and the board of directors (the “Board”) of Orca concluded, that it is in the best interests of the Company and its shareholders (“Shareholders”) to continue operating as an independent company with a view to enhancing value to its Shareholders through a balanced approach, focused on:

  1. Return of Capital: The return of retained cash to Shareholders in the form of share purchases and/or dividends;
  2. Value maximization of the Songo Songo Production Licence: The continued value maximization and monetization of the Company’s Songo Songo natural gas field in Tanzania; and
  3. Sustainable Growth: Strategic reinvestment utilizing the Company’s core competency to develop a sustainable, integrated gas business in Africa with accretive returns.

In conjunction with the announcement of this strategy, the Company announced its intention to return a portion of its excess cash to Shareholders through a substantial issuer bid.

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Orca Exploration Group Inc. Announces Authorization of Substantial Issuer Bid, Provides Outcome of Strategic Review Process and Announces Focused Strategy to Grow Integrated Gas Business in Africa.

TORTOLA, British Virgin Islands, Jan. 24, 2020 (GLOBE NEWSWIRE) — Orca Exploration Group Inc. (“Orca” or the “Company” and includes its subsidiaries and affiliates) (TSX-V: ORC.A, ORC.B) announced today the authorization of a substantial issuer bid, the outcome of its strategic review process, and its focused strategy to grow an integrated gas business in Africa.

Outcome of Strategic Review Process

With the assistance of its financial advisor, RBC Capital Markets, the special committee (the “Special Committee”) of the board of directors of the Company (the “Board of Directors”) completed a thorough review of the options available to the Company to maximize shareholder value. As part of the strategic review, the Special Committee considered and evaluated a substantial issuer bid, a secondary listing of the Company’s shares on another exchange, a reorganization of the Company’s share capital, a secondary offering of the Company’s outstanding shares, and the acquisition of the Company or other arrangement, merger transaction or business combination with another company resulting in asset and/or jurisdiction diversification and a larger, more liquid market, for the equity of the combined company.

Based on the alternatives available to the Company, the Special Committee has recommended, and the Board of Directors has concluded, that it is in the best interests of the Company and its shareholders to continue operating as an independent company with a view to enhancing value to its shareholders through a balanced approach, focused on:

  1. Return of Capital: The return of retained cash to shareholders in the form of share repurchases and/or dividends.
  2. Value Maximization of the Songo Songo Production Licence: The continued value maximization and monetization of the Company’s rights to develop the Songo Songo natural gas field in Tanzania; and
  3. Sustainable Growth: Strategic reinvestment utilizing the Company’s core competency to develop a sustainable, integrated gas business in Africa with accretive returns.

In conjunction with the announcement of this strategy, the Company intends to return a portion of its excess cash to shareholders through a substantial issuer bid. See “Return of Capital and Announcement of Substantial Issuer Bid” below. The Company also plans to introduce a dividend policy in the first half of 2020 providing for regular dividends determined on an annual basis, and will assess from time-to-time incremental returns of capital to shareholders relative to the merits of available investment opportunities.

Nigel Friend, Chief Executive Officer, commented:
“We are pleased to have concluded the strategic review process. On the back of our strong performance in 2019, it is now the right time to return a portion of our retained cash back to shareholders through a substantial issuer bid. The prudent management of capital and regular distributions to our shareholders will continue to be a core part of our strategy.

We believe that the decision to focus on generating material returns for shareholders via organic growth and strategic reinvestment of retained capital into other African gas opportunities, will enable the Board of Directors and management to deliver accretive value to shareholders going forward.

Given the strength of Orca’s operations and the Company’s balance sheet, we are well placed to deliver on the agreed mandate outlined by the strategic review process.”

Return of Capital and Announcement of Substantial Issuer Bid

During 2019, Orca completed a normal course issuer bid (“NCIB”) for the purchase of its Class B Subordinated Voting Shares (the “Class B Shares”). Under the NCIB, the Company purchased 933,028 Class B Shares at a weighted average price of CDN$6.43 for an aggregate consideration of CDN$6 million.

The Company also paid a special dividend of CDN$0.60 per share in February 2018 and three quarterly dividends in 2019 totaling CDN$0.17 per share. In addition, a dividend of CDN$0.06 per share has been declared and is payable on 31 January 2020. Upon payment of this 31 January 2020 dividend, the Company will have returned approximately CDN$29 million in dividends to shareholders in the last two years.

The Company announced today that the Board of Directors has authorized management to finalize the terms and conditions for a substantial issuer bid of up to CDN$50 million pursuant to which the Company will offer to purchase a portion of its Class B Shares (the “Offer”). The Company anticipates that the Offer will commence during the next two weeks and will be completed before the end of the first quarter of 2020. The Company intends to fund the Offer from current cash resources.

Under the Offer, which remains subject to the recommendation of the Special Committee and Board of Directors approval, shareholders will have the opportunity to tender their shares through a modified Dutch auction tender. The Offer will not be conditional upon any minimum number of shares being tendered and will be subject to conditions customary for transactions of this nature.

Assuming the Offer is fully subscribed and completed, the Company will have distributed approximately CDN$85 million in dividends and share buybacks since February 2018.

This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell the Company’s shares. The Offer referred to in this news release has not yet commenced. The solicitation and the offer to buy the shares will only be made pursuant to a separate issuer bid circular which will contain full details of the Offer, be filed with the Canadian securities regulatory authorities and mailed to the Company’s registered shareholders.

Maximizing the Value of the Songo Songo Production Licence

2019 was a successful year for the Company’s operation in Tanzania. The highlights include:

  • An increase in 2019 sales volumes to 63.1 million standard cubic feet per day (“MMscfd”) (2018: 39.9 MMscfd). In Q4 2019, sales volumes averaged 70.8 MMscfd (Q4 2018: 44.8 MMscfd). The weighted average sales price for 2019 gas deliveries was US$4.38 per thousand cubic feet (“mcf”) (2018: US$5.17/mcf). In Q4 2019, the weighted average sales price was US$4.24/mcf (Q4 2018: US$4.31/mcf).
  • The signing of a gas sales agreement with Tanzania Petroleum Development Corporation for up to 20 MMscfd (and subsequently increased to 30 MMscfd, with the increased volumes being supplied on a reasonable endeavours basis) to be processed and transported to Dar es Salaam through the National Natural Gas Infrastructure (“NNGI”). The NNGI processing plant on Songo Songo Island has a gas processing capacity of 140 MMscfd.
  • The installation, testing and commissioning of a refrigeration unit on the Songas gas processing facility that is operated by the Company. The addition of the refrigeration unit has increased the volumes that can be transported from the field to Dar es Salaam through the Songas facilities (which are operated by Orca on behalf of Songas) to 97 MMscfd.
  • Capital expenditures for 2019 were US$4.2 million (2018: US$5.8 million). For 2020, capital expenditures are forecasted at US$50.3 million which includes the design and installation costs of a compression unit for the Songas gas processing facility, debottlenecking the flow-line infrastructure, and estimated costs to workover certain wells and other expenditures on the Company’s downstream network.
  • The receipt of US$61.6 million during 2019 from the electricity utility, the Tanzanian Electricity Supply Company, against 2019 invoices for deliveries of US$50.6 million. These excess payments reduced the long-term receivable from TANESCO for prior years’ unpaid gas deliveries to US$47.5 million at December 31, 2019 (December 31, 2018: US$58.5 million). The current TANESCO receivable at December 31, 2019 was nil (December 31, 2018: nil).
  • Cash and short-term investments totaled US$138.7 million at December 31, 2019 (December 31, 2018: US$131.5 million).

The financial highlights described above relating to sales volumes, sales prices, capital expenditures, revenues, cash receipts, receivables, and cash and short-term investments are management estimates only, are unaudited and have not been reviewed by our auditors.

It is anticipated that there will continue to be strong demand for the Songo Songo field’s natural gas through to the end of the Production Sharing Agreement (“PSA”) on 11 October 2026. Demand growth will be driven primarily by the installation of new gas fired power generation capacity and increased consumption from the existing industrial base. While the timing is not yet confirmed, the additional generation at Kinyerzi near Dar es Salaam is expected to commence in the third quarter of 2020, building up to 185MW combined cycl generation capacity in the fourth quarter of 2020.

To sustain current levels of production beyond 2020, it will be necessary to install compression facilities to optimize throughput capacity of the Songas facilities over the remaining term of the PSA and underlying licence. Failure to incorporate compression would lead to a significant loss in production through the Songas facilities as field pressure declines below the level required to deliver gas to the power sector in Dar es Salaam and our industrial customers over time. On 23 December 2019, a Letter of Instruction was signed with an international contractor with significant presence and experience in Tanzania for the commencement of detailed engineering and design for the compression project. A definitive agreement for the project is expected to be signed by the end of February 2020 on a fixed price, turnkey basis. It is forecast that compression will be operational by the end of 2021 and cost approximately US$38 million of which US$34.2 million is forecasted to be spent in 2020.

Orca is evaluating the merits of conducting three workovers on the onshore wells, namely SS-3, SS-4 and SS-10. SS-3 and SS-4 are owned by Songas and are currently shut-in. A decision on the timing and scope of the workovers is subject to the approval of the Board of Directors and agreement with Songas and will likely to be taken by the end of Q2 2020. A cost of US$13.1 million has been included in the 2020 budget for the three workovers. A portion of this cost is expected to be recovered from third parties. In the meantime, the Board of Directors has approved debottlenecking the flow-line infrastructure to increase production potential from the SS-10 and SS-11 wells (both of which are owned by the Company) at an estimated cost of US$1.3 million to be incurred in 2020.

It is estimated that Orca will need to invest approximately US$80.2 million in debottlenecking, compression and workovers to sustain and meet the anticipated gas demand profile over the remaining term of the PSA. The Board of Directors has approved US$39.3 million of this forecasted capital expenditure amount (US$35.5 million for 2020 and US$3.8 million for 2021). Orca intends to recover investments of sustaining capital from net revenues under the cost recovery mechanism in the PSA.

The Government of Tanzania is currently reviewing for potential renegotiation the terms of all existing licences and related production sharing agreements for the exploration, development and production of oil and gas in Tanzania. While the details or outcome of this review are not yet known, the Government of Tanzania has previously indicated it will present the relevant parties with its conclusions and plans during the first half of 2020. This may result in the Government seeking to re-negotiate the terms of our existing PSA.

As at 30 June 2019, the Company had best estimate (unrisked) contingent resources of 683 Bcf remaining (risked:341 Bcf) within the Songo Songo licence acreage that may be accessed through the drilling of new gas wells and the construction of flowlines to the gas processing infrastructure on Songo Songo Island, or processed and transported through the NNGI, assuming the term of the Songo Songo licence and PSA are extended. See Orca’s news release dated November 6, 2019 entitled “Orca Announces Independent Natural Gas
Resource Report”
for more details. While Orca is keen to extend the PSA beyond 2026 with a view to continuing to support Tanzania’s economic and industrial development, Orca will only agree to changes to the PSA and commitments to further investment in the field where the Songo Songo licence and PSA are extended on acceptable terms and there is a clear path to monetizing the gas with returns that are superior to other investment opportunities available to the Company.

Focused Strategy to Grow the Company’s Integrated Gas Business in Africa

Orca’s success has been built on the development and operation of its Songo Songo gas field in Tanzania, its midstream infrastructure and a downstream distribution network that transports and distributes low pressure gas to industrial consumers. This project remains one of the few integrated gas projects in sub- Saharan Africa.

One of Orca’s objectives moving forward is to replicate the success of this project elsewhere in Africa and become one of the leading African developers and operators of natural gas resources for domestic consumption. It is envisaged that a focused strategy targeting the consolidation of African gas assets will generate improved liquidity in Orca’s equity.

There have been some significant gas discoveries across Africa in the last 10 years, primarily in Mozambique, Tanzania, Ghana, Senegal and Mauritania. Given the size of these discoveries, it is likely they will be commercialized primarily through Liquid Natural Gas (“LNG”) projects that will see the export of gas to world markets. Orca intends to focus on proven gas resources that do not meet the LNG threshold, and, therefore commercialization will be focused on selling the gas into local domestic markets.

Africa has extensive untapped resources and latent energy demand. Its population is expected to increase by over 60% to 2.1 billion by 2040; one-in-two people added to the global population between today and 2040 is projected to be African.1 The continent’s urban population is set to grow by more than half a billion over that period which is expected to fuel significant economic growth and energy demand.2

It is estimated that 595 million people in Africa do not have access to electricity. Furthermore, most energy in sub-Saharan Africa (excluding South Africa) is used for cooking, which accounts for 70% of total final consumption.3 Solid biomass is the major source of energy used to meet cooking energy needs, the burning of which has material adverse environmental and social impacts. With plentiful solar, hydro and natural gas potential, Africa has a unique opportunity to develop and diversify its energy supply in an efficient and environmentally sound manner.

Natural gas is considered a transitional fuel that will facilitate and support the development of renewable energy sources. It is the only thermal fuel that is expected to increase its market share of energy demand over the period to 2040.4 While there has been a significant decrease in the availability of finance for oil and coal projects, it is expected that projects focussed on increasing the consumption of natural gas in Africa will be well supported given it generates lower carbon emissions compared to other thermal fuels and there are significant social benefits from delivering economic growth and prosperity to the continent through the development of indigenous natural gas resources.

During 2019, the Company built-out its business development team and capabilities and evaluated several investment opportunities, including potential business combinations. Orca intends to focus on acquiring and developing proven gas resources, or merging with entities that have existing gas production, in countries where there is robust market demand for natural gas. It is anticipated that developments would be project-financed once the gas reservoirs are proven to a level that supports the signing of a long-term gas sales agreements with credit-worthy customers. Orca would undertake detailed evaluation of all investment opportunities to ensure that capital is allocated to the most accretive projects. This includes further returns to shareholders where it is considered that the Company trades at a significant discount to its net asset value. Disciplined capital allocation, diversification and increased liquidity are central to Orca’s growth strategy.

Response to Swala Oil & Gas

As a part of the strategic review process and in consultation with its legal and financial advisors, the Special Committee carefully reviewed and considered the non-binding proposal (“Proposal”) from Swala Oil & Gas (Tanzania) plc (“Swala”). As a part of the review, Orca’s financial advisor engaged with Swala’s management, financial advisor, and financing sources to understand the details and plan outlined in the Proposal. Following that review, the Special Committee determined, and the Board of Directors agreed, that the Proposal did not constitute a basis for engaging in further dialogue with Swala. The primary reasons for this decision include:

  1. The Proposal is highly conditional, subject to financing uncertainty and remaining due diligence and significant uncertainty in the timing and ability to successfully announce and close the transaction; and
  2. The Proposal undervalues Orca and its future prospects and the majority of the consideration offered under the proposal is funded through Orca’s cash on hand.

Swala, through its indirect minority equity ownership in Orca’s affiliate, has detailed non-public information relating to Orca’s Tanzanian assets and, together with Orca’s publicly disclosed information, has sufficient information to make a fully-funded proposal which does not rely upon further fundamental due diligence. Additionally, the Proposal does not adequately address the tax and regulatory requirements of Tanzanian authorities that may have to be complied with in order for the transaction set out in the Proposal to be completed.

Under the Proposal, Swala sought to finance the purchase of Orca Shares by utilizing Orca’s cash resources at the time of approximately US$145.7 million and entering into US$75 million of new term loans secured against Orca’s future cash flows. It also should be noted that the Proposal does not include any cash equity financing from Swala, but instead relies on Orca’s cash, debt financing and Swala equity which has a relatively illiquid trading market. Swala is listed on the Dar es Salaam Stock Exchange with a market capitalization of approximately US$22.5 million. Swala’s most recent audited financial statements were filed on 19 December 2019 for the year ended 31 December 2018. In the Basis for Adverse Opinion section, KPMG (Swala’s auditor) states “in our opinion the Group and Company [Swala Oil and Gas (Tanzania) Public Limited Company] cannot be considered to be a going concern and thus the preparation of its consolidated and separate financial statements on a going concern basis is inappropriate”.

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Orca Exploration Group Inc.
Orca is an international public company engaged in natural gas development and supply in Tanzania through its subsidiary PanAfrican Energy Tanzania Limited. Orca trades on the TSX Venture Exchange under the trading symbols ORC.A and ORC.B.

For further information please contact:
Nigel Friend, CEO
nfriend@orcaenergygroup.com
Blaine Karst, CFO
bkarst@orcaenergygroup.com

1 Source: International Energy Agency, Africa Energy Outlook 2019
2 Source: International Energy Agency, Africa Energy Outlook 2019