Orca Energy Group Inc. Announces Completion of Substantial Issuer Bid

TORTOLA, BRITISH VIRGIN ISLANDS – January 26, 2021 – Orca Energy Group Inc. (“Orca” or the “Company” and includes its subsidiaries and affiliates) (TSX-V: ORC.A, ORC.B) today is announcing that it has taken up 6,153,846 Class B Subordinate Voting Shares (“Class B Shares“) at a price of CDN$6.50 per Class B Share under Orca’s substantial issuer bid to purchase for cancellation a number of its Class B Shares for an aggregate purchase price not to exceed CDN$40 million (the “Offer“) and paid to AST Trust Company (Canada) (the “Depositary“) the purchase price proceeds. All dollar amounts are in Canadian dollars.

The Class B Shares purchased represent an aggregate purchase price of approximately CDN$40 million and represent 25.2% of the total number of Orca’s issued and outstanding Class B Shares and 23.5% of the total number of Orca’s issued and outstanding shares. After giving effect to the Offer, Orca has 18,233,614 Class B Shares issued and outstanding and 1,750,495 Class A Common Shares issued and outstanding.

Since the Offer was oversubscribed, shareholders who successfully tendered shares to the Offer pursuant to auction and purchase price tenders at the purchase price had approximately 32.2% of their successfully tendered shares purchased by Orca (other than “odd lot” tenders, which were not subject to proration).

Any shares not purchased, including such shares not purchased as a result of proration or shares tendered pursuant to auction tenders at prices higher than the purchase price or invalidly tendered, will be returned to shareholders as soon as practicable by the Depositary.

Payment to shareholders for their purchased Class B Shares by the Depositary is expected to occur on or about January 29, 2021 in accordance with the Offer and applicable law.

The full details of the Offer are described in the offer to purchase and issuer bid circular dated December 14, 2020, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available on Orca’s SEDAR profile at www.sedar.com.

This press release is for information purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Orca’s shares.  

Orca Energy 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:

Jay Lyons, Interim CEO
jlyons@orcaenergygroup.com
+44-7798-502316

Blaine Karst, CFO
bkarst@orcaenergygroup.com
+44-7471-902734

For media enquiries:
Celicourt (PR)
Mark Antelme
Jimmy Lea
Orca@celicourt.uk
+44-20 8434 2643

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward Looking Information

Certain information regarding Orca set forth in this news release, including but not limited to: when shareholders will receive from the Depositary the shares not purchased under the Offer and when shareholders will receive from the Depositary payment for their purchased shares constitute “forward-looking information” within the meaning of applicable Canadian securities laws. The words “may”, “will”, “would”, “should”, “could”, “expects”, “plans”, “intends”, “trends”, “indications”, “anticipates”, “believes”, “estimates”, “predicts”, “likely” or “potential” or the negative or other variations of these words or other comparable words or phrases, are intended to identify forward-looking information. Forward-looking information, by its very nature, involves inherent risks and uncertainties and is based on several assumptions, both general and specific. Orca cautions that its assumptions may not materialize and that current economic conditions render such assumptions, although believed reasonable at the time they were made, subject to greater uncertainty. Such forward-looking information is not a guarantee of future performance and involves known and unknown risks, uncertainties and other factors which may cause the actual results or performance of Orca to be materially different from the outlook or any future results or performance implied by such information.

The forward-looking information contained in this new release is provided as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless so required by applicable Canadian securities laws.

Orca Energy Group Inc. Announces Final Results of Substantial Issuer Bid

TORTOLA, BRITISH VIRGIN ISLANDS – January 21, 2021 – Orca Energy Group Inc. (“Orca” or the “Company” and includes its subsidiaries and affiliates) (TSX-V: ORC.A, ORC.B) today is announcing the final results of its substantial issuer bid commenced on December 16, 2020, pursuant to which the Company offered to purchase for cancellation a number of its Class B Subordinate Voting Shares (“Class B Shares“) for an aggregate purchase price not to exceed CDN$40 million at a purchase price of not less than CDN$6.50 and not more than CDN$7.50 per Class B Share (the “Offer“). The Offer expired at 5:00 p.m. (Toronto time) on Wednesday January 20, 2021. All dollar amounts are in Canadian dollars.

In accordance with the terms and conditions of the Offer, and based on the final information from AST Trust Company (Canada), as depositary for the Offer (the “Depositary“), Orca will take up and pay for 6,153,846 Class B Shares at a price of CDN$6.50 per Class B Share, representing an aggregate purchase price of approximately CDN$40.0 million and 25.2% of the total number of Orca’s issued and outstanding Class B Shares and 23.5% of the total number of Orca’s issued and outstanding shares.

An aggregate of 19,024,697 Class B Shares were validly tendered and not withdrawn pursuant to auction and purchase price tenders at the purchase price. Since the Offer was oversubscribed, shareholders who successfully tendered shares to the Offer will have the number of shares purchased by Orca prorated to approximately 32.2% of their successfully tendered shares (other than “odd lot” tenders, which are not subject to proration).

Payment and settlement of the purchased Class B Shares will be effected by the Depositary on or about January 25, 2021 in accordance with the Offer and applicable law.

After giving effect to the Offer, Orca will have 18,233,614 Class B Shares and 1,750,495 Class A Shares issued and outstanding.

The full details of the Offer are described in the offer to purchase and issuer bid circular dated December 14, 2020 as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available on Orca’s SEDAR profile at www.sedar.com.

This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Orca’s shares.  

Orca Energy 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:

Jay Lyons, Interim CEO
jlyons@orcaenergygroup.com
+44-7798-502316

Blaine Karst, CFO
bkarst@orcaenergygroup.com
+44-7471-902734

For media enquiries:
Celicourt (PR)
Mark Antelme
Jimmy Lea
Orca@celicourt.uk
+44-20 8434 2643

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward Looking Information

Certain information regarding Orca set forth in this news release, including but not limited to: when shareholders will receive from the Depositary the shares not purchased under the Offer and the timing for payment and settlement of the Class B Shares purchased for cancellation under the Offer, constitute “forward-looking information” within the meaning of applicable Canadian securities laws. The words “may”, “will”, “would”, “should”, “could”, “expects”, “plans”, “intends”, “trends”, “indications”, “anticipates”, “believes”, “estimates”, “predicts”, “likely” or “potential” or the negative or other variations of these words or other comparable words or phrases, are intended to identify forward-looking information. Forward-looking information, by its very nature, involves inherent risks and uncertainties and is based on several assumptions, both general and specific. Orca cautions that its assumptions may not materialize and that current economic conditions render such assumptions, although believed reasonable at the time they were made, subject to greater uncertainty. Such forward-looking information is not a guarantee of future performance and involves known and unknown risks, uncertainties and other factors which may cause the actual results or performance of Orca to be materially different from the outlook or any future results or performance implied by such information.

The forward-looking information contained in this new release is provided as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless so required by applicable Canadian securities laws.

ORCA Energy Group inc. Announces Preliminary Financial and Operating Results for 2020

TORTOLA, BRITISH VIRGIN ISLANDS – January 8, 2021 – Orca Energy Group Inc. (“Orca” or the “Company” and includes its subsidiaries and affiliates) (TSX-V: ORC.A, ORC.B) announces its preliminary unaudited financial and operating results for 2020. All currency amounts in this news release are in United States Dollars ($) unless otherwise stated.

FINANCIAL HIGHLIGHTS

For the year ended December 31, 2020, the Company’s:

  • Average sales volumes for the year ended December 31, 2020 decreased 8.6% to 57.7 million standard cubic feet per day (“MMcfd”) compared to 63.1 MMcfd for the year ended December 31, 2019 and for Q4 2020 decreased 11.3% to 62.8 MMcfd compared to 70.8 MMcfd for Q4 2019. Reduced gas sales in 2020 were primarily attributed to the impact of the coronavirus pandemic on consumer investment/demand and abnormally high rainfall in early 2020 which reduced gas fired power demand due to increased hydro power generation.
  • Revenue decreased 10.4% to $76.7 million compared to $85.6 million in the year ended December 31, 2019 and for Q4 2020 decreased 10.3% to $20.8 million compared to $23.2 million in Q4 2019.
  • Cash and short-term investments totaled $103.8 million on December 31, 2020 compared to $138.7 million at December 31, 2019. The decrease is primarily due to the substantial issuer bid of CDN$50 million completed in Q1 2020. 
  • As at December 31, 2020 the current receivable from Tanzanian Electricity Supply Company (“TANESCO”) was $ nil (December 31, 2019: $ nil). The TANESCO long-term trade receivable as at December 31, 2020 was $27.6 million with a provision of $27.6 million compared to $47.5 million (provision of $47.5 million) as at December 31, 2019. 
  • Capital expenditures for the year ended December 31, 2020 were $27.0 million, which included an advance payment of $11.4 million for the procurement of long lead items of the compression project, compared to $5.8 million for the year ended December 31, 2019. The total value for the contract for the compression project signed in August 2020 is $38.0 million of which $24.7 million has been incurred to date. The expenditures in 2019 were primarily related to the refrigeration project for the Songas gas processing plant.

The financial highlights noted above relating to production volumes, revenue, cash and short-term investments, TANESCO receivables and capital expenditures are management estimates only, have been reviewed by our Audit Committee, are unaudited, and have not been reviewed or audited by our auditors or approved by our Board of Directors. These estimates are subject to a number of cautionary statements, assumptions, contingencies and risks as set forth in this news release. In addition, see “Forward-looking Information” for a statement of principal assumptions and risks that may apply. As such, these estimates may change upon the completion of the audited financial statements for the year ended December 31, 2020. Such changes could be material.

Jay Lyons, Interim Chief Executive Officer, commented: 

Considering the difficult operational context deriving from the global impact of the corona virus pandemic and its knock-on implications on the domestic operating environment, I am pleased with the performance of our Company during 2020.  We continue to progress our strategy to focus on the Tanzanian gas business while providing return of capital to our shareholders through quarterly dividends and share buy backs. We maintain focus on the compression project for the Songas gas processing plant as evidenced by the level of capital incurred on this project in 2020. The project remains on budget and on track for completion in 2022 and we look forward to keeping the market updated on our wider progress over the coming months.

Orca Energy 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: 

Jay Lyons, Interim CEO
jlyons@orcaenergygroup.com
+44-7798-502316

Blaine Karst, CFO
bkarst@orcaenergygroup.com
+44-7471-902734

For media enquiries:
Celicourt (PR)
Mark Antelme
Jimmy Lea
Jemima Lowe
Orca@celicourt.uk
+44-20 8434 2643

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward Looking Information

Certain information regarding Orca set forth in this news release contains forward-looking information and statements as defined under applicable securities laws (the “forward-looking statements” or “statements“) that involve substantial known and unknown risks and uncertainties.  The use of any of the words “plan”, “expect”, “prospective”, “project”, “intend”, “believe”, “should”, “anticipate”, “estimate” or other similar words, or statements that certain events or conditions “may” or “will” occur are intended to identify forward-looking statements. This press release contains, without limitation, forward-looking statements pertaining to the following: expected timing for completion of the compression project for the Songas gas processing plant; the Company’s ability to continue progressing the compression project for the Songas gas processing plant; the Company’s strategy of focusing on the Tanzanian gas business; and the Company’s ability to return capital to shareholders. These statements are only predictions and actual events or results may differ materially. Although the Companys management believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievement since such expectations are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause Orca’s actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, Orca. 

These forward-looking statements involve substantial known and unknown risks and uncertainties, certain of which are beyond the Company’s control, and many factors could cause the Company’s actual results to differ materially from those expressed or implied in any forward-looking statements made by the Company, including, but not limited to, Orca’s dependency on its management and technical team; reduced global activity as a result of the COVID-19 pandemic, including lower demand for natural gas and a reduction in price of natural gas, the potential impact of the COVID-19 pandemic on the health of the Company’s employees, contractors, suppliers, customers and other partners and the risk that the Company and/or such persons are or may be restricted or prevented (as a result of quarantines, closures or otherwise) from conducting business activities for undetermined periods of time; the impact of actions taken by governments to reduce the spread of COVID-19, including declaring states of emergency, imposing quarantines, border closures, temporary business closures for companies and industries deemed non-essential, significant travel restrictions and mandated social distancing, and their effect on the Company’s operations, access to customers and suppliers, availability of employees and other resources; risk that contract counterparties are unable to perform contractual obligations; the impact of general economic conditions in the areas in which the Company operates, civil unrest; the susceptibility of the areas in which the Company operates to outbreaks of disease; industry conditions; lack of availability of qualified personnel or management; fluctuations in commodity prices, foreign exchange rates and/or interest rates; stock market volatility; competition for, among other things, capital, drilling equipment and skilled personnel; failure to obtain required equipment for drilling; delays in drilling plans; failure to obtain expected results from drilling of wells; changes in laws and how they are interpreted and enforced; obtaining required approvals from regulatory authorities; risks associated with negotiating with foreign governments; and unanticipated changes in legislation and the effect on the Company’s operations. In addition, there are risks and uncertainties associated with oil and gas operations. Therefore, the Company’s actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements, and accordingly, no assurances can be given that any of the events anticipated by these forward-looking statements will transpire or occur, or if any of them do so, what benefits the Company will derive therefrom. Readers are cautioned that the foregoing list of factors is not exhaustive.  Management has included the above summary of assumptions and risks related to forward-looking information provided in this news release in order to provide investors with a more complete perspective on Orca’s current and future operations and such information may not be appropriate for other purposes. Orca’s actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what benefits Orca will derive. These forward-looking statements are made as of the date of this news release and Orca disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.