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. 

Orca Energy Group Inc. Announces Commencement of Substantial Issuer Bid up to C$40 Million

TORTOLA, BRITISH VIRGIN ISLANDS – December 14, 2020 – Orca Energy Group Inc. (“Orca” or the “Company” and includes its subsidiaries and affiliates) (TSX-V: ORC.A, ORC.B) is commencing its previously announced substantial issuer bid on December 16, 2020 pursuant to which the Company will offer to purchase for cancellation up to C$40million of its Class B Subordinate Voting Shares (“Class B Shares“) for cash (the “Offer“). The Offer will expire at 5:00 p.m. (Toronto time) on January 20, 2021, unless extended, varied or withdrawn by Orca. All dollar amounts are in Canadian dollars.

The Offer is being made by way of a “modified Dutch auction”, allowing shareholders of the Company (“Shareholders“) who choose to participate in the Offer to individually select the price, within a price range of not less than C$6.50 and not more than C$7.50 per Class B Share (in increments of C$0.05per Class B Share), at which they will tender their Class B Shares to the Offer. Upon expiry of the Offer, Orca will determine the lowest purchase price (which will not be more than C$7.50 and not less than C$6.50 per Class B Share) that will allow it to purchase the maximum number of Class B Shares properly tendered to the Offer, and not properly withdrawn, having an aggregate purchase price not exceeding C$40million.

Holders of Class B Shares and Class A Common Shares (“Class A Shares” and together with the Class B Shares, “Shares“) of the Company who wish to participate in the Offer will be able to do so through: (i) an auction tender in which they will specify the number of Shares being tendered at a price of not less than C$6.50 and not more than C$7.50 per Class B Share in increments of C$0.05per Class B Share; or (ii) a purchase price tender in which they will agree to have a specified number of Shares purchased at the purchase price to be determined pursuant to the auction (the “Purchase Price“) and have their Shares considered as having been tendered at the minimum price of C$6.50 for the purposes of determining the Purchase Price. Shareholders who validly deposit Shares without specifying the method in which they are tendering their Shares will be deemed to have made a purchase price tender, understanding that those Shares will be considered to have been tendered at the minimum price of C$6.50 per Class B Share. All Shares tendered at or below the finally determined Purchase Price will be purchased, subject to proration and “odd lot” priority, at the same Purchase Price determined pursuant to the terms of the Offer. Shares that are not purchased, including Shares tendered pursuant to auction tenders at prices above the Purchase Price, will be returned to Shareholders.

Holders of Class A Shares will be entitled to participate in the Offer. Class A Shares taken up by Orca will be converted into Class B Shares on a one-for-one basis immediately prior to take up. Only those Class A Shares proposed to be taken up by Orca will be converted into Class B Shares on a one-for-one basis immediately prior to take up.

The Offer is not conditional upon any minimum number of Class B Shares being tendered to the Offer, but is subject to other conditions and Orca reserves the right, subject to applicable laws, to withdraw or amend the Offer, if, at any time prior to the payment of deposited Class B Shares, certain events occur. Orca intends to fund any purchases of Shares pursuant to the Offer from cash on hand.

As of today, Orca has 24,387,460 Class B Shares and 1,750,495 Class A Shares issued and outstanding. Shaymar Limited (“Shaymar“) holds 1,741,975 Class A Shares and 4,694,870 Class B Shares, which in the aggregate represent approximately 99.51% and 19.25% of all issued and outstanding Class A Shares and Class B Shares, respectively, and an aggregate of 66.56% of the total voting rights of the Company.Shaymar has advised the Company that it intends to tender approximately 4,694,870 Class B Shares to the Offer.

Orca expects to promptly mail to Shareholders the formal offer to purchase, issuer bid circular, letter of transmittal, notice of guaranteed delivery and other related documents (the “Offer Documents“) containing the terms and conditions of the Offer, instructions for tendering Shares, and the factors considered by Orca and its Board of Directors in making its decision to approve the Offer, among other things. The Offer Documents have been filed with the applicable Canadian securities regulators and are available free of charge on Orca’s SEDAR profile at www.sedar.com.

Orca’s Board of Directors has approved the making of the Offer and the purchase price for Class B Shares. However, none of Orca, its Board of Directors nor the depositary makes any recommendation to any Shareholder as to whether to deposit or refrain from depositing any Shares under the Offer. Shareholders are urged to evaluate carefully all information in the Offer, consult their own financial, legal, investment and tax advisors and make their own decisions as to whether to deposit Class B Shares under the Offer and, if so, how many such Shares to deposit and at what price or prices.

This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Class B Shares. The solicitation and the offer to buy the Class B Shares will only be made pursuant to Offer Documents filed with the applicable Canadian securities regulators. The Offer will be optional for all Shareholders, who will be free to choose whether to participate, how many Shares to tender and, in the case of auction tenders, at what price to tender within the specified range. Any Shareholder who does not deposit any Shares (or whose Class B Shares are not repurchased under the Offer) will realize a proportionate increase in equity interest in Orca, to the extent that Class B Shares are purchased under the Offer.

Orca has retained AST Trust Company (Canada) (“AST“) to act as depositary. Any questions or requests for information may be directed to AST, as the depositary for the Offer, at 1 (800) 387-0825 (Toll Free – North America) or 1 (416) 682-3860 (outside North America).

Orca Energy Group Inc.

Orca is an international public company engaged in natural gas exploration, 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
+44 (0)20 8434 2754

orca@celicourt.uk

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: the aggregate amount of Class B Shares to be purchased for cancellation under the Offer; the expected expiration date of the Offer; the Company’s expectation that it will fund any purchases of Class B Shares pursuant to the Offer from cash on hand; and Shaymar’s stated intention to tender 4,694,870 Class B Shares to 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 Intention to Commence Substantial Issuer Bid

TORTOLA, BRITISH VIRGIN ISLANDS – December 3, 2020 – Orca Energy Group Inc. (“Orca” or the “Company” including its subsidiaries and affiliates) (TSX-V: ORC.A, ORC.B) announces today its intention to commence a substantial issuer bid of up to C$40 million (the “Offer“) pursuant to which the Company will offer to purchase for cancellation a portion of its Class B Subordinate Voting Shares (the “Class B Shares“) at a price range of between C$6.50 and C$7.50 per share. The Company intends to fund the Offer from current cash resources.

Under the Offer, which remains subject to the receipt of a satisfactory liquidity opinion from the Company’s financial adviser and approval of the Board of Directors, 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 C$132 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.

Jay Lyons, Interim Chief Executive Officer, commented:

“Following our strong cash generation and operational performance to date in 2020 relative to our peers, I am pleased to announce Orca’s intention to launch a substantial issuer bid of C$40 million. The substantial issuer bid we completed earlier in 2020 was well-received by the market and we believe it is an effective way for the Company to reward its investors, by returning value to them. This also comes on the back of the quarterly cash dividend we declared earlier this month, all of which demonstrates our commitment to returning excess capital to shareholders as appropriate.”

Orca Energy Group Inc.

Orca Energy Group Inc. is an international public company engaged in natural gas exploration, 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

Blaine Karst, CFO
bkarst@orcaenergygroup.com

For media enquiries please contact:
Celicourt (PR)
Mark Antelme
Jimmy Lea
+44 (0)20 8434 2754

orca@celicourt.uk

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: the Offer being approved by the Board of Directors and regulatory authorities; the Offer not occurring as expected; any failure of any condition to the Offer; the extent to which shareholders elect to tender their shares under the Offer; the Company having sufficient financial resources and working capital following completion of the Offer; the Offer launching and/or being completed; and the Company’s commitment and ability to return capital to shareholders constitutes “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 Completion of its Q3 Interim Filings

TORTOLA, BRITISH VIRGIN ISLANDS – November 18, 2020: Orca Energy Group Inc. (“Orca” or “the Company” and includes its subsidiaries and affiliates) (TSX-V: ORC.A, ORC.B) today announces it has filed its condensed consolidated interim financial statements and management’s discussion and analysis for the three and nine month periods ended September 30, 2020 with the Canadian securities regulatory authorities. All amounts are in United States dollars (“$”) unless otherwise stated.

Click here to read the full report

Orca Announces Quarterly Dividend and Approval of Dividend Policy

TORTOLA, British Virgin Islands – November 18, 2020:  Orca Energy Group Inc. (“Orca” or the “Company”) (TSX-V: ORC.A, ORC.B) today announced that its Board of Directors has declared a quarterly cash dividend of CDN$0.08 per Class A Common Voting Share (“Class A Shares“) of the Company and CDN$0.08 per Class B Subordinate Voting Share (“Class B Shares“) of the Company. The dividend will be payable on January 15, 2021 to holders of Class A Shares and Class B Shares of record on December 31, 2020.

Approval of Dividend Policy

The Board of Directors of the Corporation is pleased to announce the approval of a dividend policy of paying quarterly dividends to holders of Class A Shares and Class B Shares. 

Dividends will normally be declared when (i) pre-approved by the Board of Directors on a quarterly basis, and (ii) confirmed by the Company’s Chief Financial Officer, or other person authorized by the Board of Directors for such purposes, when paid.

The Board of Directors is currently evaluating the payment of special dividends and share repurchase programs (for cancellation) as part of its capital strategy taking into account capital requirements for the value maximization of the Songo Songo Production Sharing Agreement (the “Songo Songo PSA“). The Company will target to pay out in regular dividends CDN$0.08 per share per quarter in 2021 or CDN$8.7 million (US$6.5 million) for the year.

About Orca Energy Group Inc.

Orca is an international public company engaged in natural gas exploration, 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, CEO
jlyons@orcaenergygroup.com                                    

Blaine Karst, CFO
bkarst@orcaenergygroup.com

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.

Risk Factors

There are many factors that could affect the Company’s future performance and industry in which it and its subsidiaries and affiliates operate and therefore its ability to pay dividends in the future.

The Company is a holding company, and its subsidiaries and affiliates own all of its assets and conduct all of its operations. Accordingly, Orca’s ability to declare and pay dividends will be dependent on the generation of cash flow by the Company’s subsidiaries and their ability to make such cash available to Orca, by dividend, debt repayment or otherwise. The Company’s subsidiaries and affiliates may not be able to, or may not be permitted to, make distributions to enable the Company to make payments in respect of dividends. Each subsidiary and affiliate is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit the Company’s ability to obtain cash from our subsidiaries and affiliates. The terms of outstanding loan agreements and local laws limit the ability of the Company’s subsidiaries to pay dividends and distribute funds to the parent companies. If the Company does not receive distributions from its subsidiaries, it may be unable to pay dividends. In addition, the ability of the Company’s subsidiaries to make payments to Orca may be constrained by, among other things: (i) the level of taxation, particularly corporate profits and withholding taxes, in the jurisdictions in which they operate; and (ii) the introduction of foreign exchange and/or currency controls or repatriation restrictions that impact the availability of hard currency to be repatriated. If the Company does not receive distributions from its subsidiaries, it may be unable to pay dividends.

Further, any decision to pay further dividends on the Class A Shares and Class B Shares will be subject to the discretion of the Board of Directors and may depend on a variety of factors, including the Company’s earnings, financial position, financial requirements and other conditions existing at such future time including, without limitation, satisfaction of the solvency tests imposed on the Company under applicable corporate law. The actual amount, the declaration date, the record date and the payment date of any dividend are subject to the discretion of the Board of Directors.

Before making an investment decision related to Orca, readers should consider and read carefully all of the risks and uncertainties described in the Company’s material change report dated January 24, 2020, those described herein, and Orca’s other disclosure documents and any reports, statements or other information that Orca files with the securities regulatory authorities in each of the provinces of Canada, copies of which can be accessed on our website at www.orcaenergygroup.com and under our issuer profile at www.sedar.com.

Forward Looking Information

Certain information regarding Orca set forth in this press release contains forward-looking 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. These statements are only predictions and actual events or results may differ materially. Although the Company’s 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.

Forward-looking statements in this press release include statements regarding Orca’s dividend policy and the Company’s capital strategy, including value maximization of the Songo Songo PSA and returns of capital.

These forward-looking statements are subject to numerous risks and uncertainties, including but not limited to risks and uncertainties regarding or associated with:

  • the Company having sufficient financial resources and working capital to make returns of capital;
  • reduced global economic activity as a result of the COVID-19 pandemic, including lower demand for natural gas and a reduction in the 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 the 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;
  • drilling wells, including the costs of drilling and whether development drilling results in commercially productive quantities of oil and gas;
  • the terms of Orca’s future petroleum contracts, including potential obligations to drill wells and declare discoveries in order to retain Orca’s exploration and production rights;
  • Orca’s local operational dependence and focus of its existing contracts;
  • Orca’s future control over its licence areas and facilities, including its status as operator thereof, and the timing and extent of costs in association therewith;
  • estimations of reserves and the present value of future net revenues derived from them;
  • Orca’s dependency on its management and technical team;
  • Orca’s business plan including the additional capital required to execute on it;
  • Orca’s ability to access appropriate equipment and infrastructure in a timely manner;
  • the exploration and production of oil and natural gas, including but not limited to drilling and other operational and environmental risks and hazards;
  • severe weather including but not limited to tropical storms and hurricanes;
  • disagreements regarding certain of Orca’s rights and responsibilities under the Songo Songo PSA;
  • the geographic location of Orca’s current and future licences in Africa and factors generally associated with foreign operations or arising from factors specifically affecting the areas in which Orca operates or may operate;
  • the political and economic circumstances in the countries in which Orca operates;
  • technological development;
  • activism against oil and exploration and development;
  • limitations on insurance coverage;
  • Orca’s operations in a litigious environment;
  • global populism;
  • Orca’s future capitalization which may include additional indebtedness;
  • acquisitions and the integration of any target entity or business into Orca’s current business;
  • cybersecurity and data breaches;
  • disease;
  • share price volatility and dilution;
  • Orca’s controlling shareholder and its control over key decision making as a result of its control of a majority of the voting rights attached to Orca’s issued and outstanding securities;
  • Orca’s status as a holding company that’s ability to declare and pay dividends and purchase its own securities is dependent upon the receipt of funds from Orca’s subsidiaries by way of dividends, fees, interest, loans or otherwise;
  • the impact of general economic conditions, including global and local oil and gas prices;
  • industry conditions including changes in laws and regulations, and changes in how they are interpreted and enforced;
  • competition;
  • lack of availability of qualified personnel;
  • fluctuations in commodity prices;
  • risks related to obtaining approvals of regulatory authorities;
  • risks associated with negotiating with governments and other counterparties;
  • fluctuations in foreign exchange or interest rates;
  • risks associated with obtaining an extension to the Songo Songo PSA and related licence or successfully renegotiating them;
  • changes in income taxes or tax rates;
  • ability to access sufficient capital from internal and external sources;
  • Orca’s future capitalization which may include additional indebtedness;
  • the failure of counterparties to perform under the terms of their contracts, including collectability of Orca’s receivables from such parties;

and other factors, many of which are beyond the control of the Company. Depending on these and other factors, many of which will be beyond the control of Orca, the dividend policy of Orca may change from time to time and, as a result, future cash dividends could be reduced or suspended entirely. Readers are cautioned that the foregoing list of factors is not exhaustive.

Although the forward-looking statements contained in this press release are based upon assumptions which management believes to be reasonable, Orca cannot assure investors that actual results will be consistent with these forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements included in this press release, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur. 

With respect to forward-looking statements contained in this press release, Orca has made assumptions regarding, among other things: the Company’s expected adjusted funds flow from operations in determining the price paid per share under the dividend policy; the ability of the Company to complete developments and increase its production capacity; continued and timely development of infrastructure in areas of new production; obtaining an extension to the Songo Songo PSA and related licence on terms acceptable to Orca; accuracy of estimates of Orca’s resource volumes; availability of skilled labour; availability of transactions to facilitate Orca’s growth strategy; growth of demand and consumption of natural gas in Tanzania and throughout Africa; future capital expenditures; timing and amount of capital expenditures; the impact of increasing competition; conditions in general economic and financial markets; effects of regulation by governmental agencies; receipt of partner, regulatory and community approvals; future operating costs; that there will continue to be no restrictions on the movement of cash from Mauritius or Tanzania; the impact of the COVID-19 pandemic on the demand for and price of natural gas, volatility in financial markets, disruptions to global supply chains and the Company’s business, operations, access to customers and suppliers, availability of employees to carry out day-to-day operations, and other resources; that Orca will have sufficient cash flow, debt or equity sources or other financial resources required to fund its capital and operating expenditures and requirements as needed including pursuant to its growth strategy; that Orca’s conduct and results of operations will be consistent with its expectations; current or, where applicable, proposed industry conditions, laws and regulations will continue in effect or as anticipated; that the Company will have adequate funding to continue operations; that the Company will successfully negotiate agreements; receipt of required regulatory approvals; the ability of the Company to increase production at a consistent rate; infrastructure capacity; commodity prices will not deteriorate significantly; the ability of the Company to obtain equipment and services in a timely manner to carry out exploration, development and exploitation activities; uninterrupted access to infrastructure; that the Company’s appeal of various tax assessments will be successful; and other matters. There are a number of assumptions associated with the development of Orca’s assets, including continued performance of existing wells, future drilling programs and performance from new wells, the growth of infrastructure, well density per section, recovery factors and development necessary that involves known and unknown risks and uncertainties, including those risks identified in this press release. Orca believes the material factors, expectations and assumptions reflected in the forward-looking information are reasonable but no assurance can be given that these factors, expectations and assumptions will prove to be correct.

Management has included the above summary of assumptions and risks related to forward-looking information provided in this press 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 press 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 press release are expressly qualified by this cautionary statement.

Orca Energy Group Inc. Appointment of Advisor

TORTOLA, BRITISH VIRGIN ISLANDS – October 15, 2020 – Orca Energy Group Inc (“Orca” or the “Company” including its subsidiaries and affiliates) (TSX-V: ORC.A, ORC.B) is pleased to announce the appointment of Lloyd W. Herrick P.Eng., ICD.D as a member of the Board of Directors of Orca’s subsidiary, PanAfrican Energy Tanzania Limited.

Mr. Herrick brings over four decades of international energy experience and joins Orca following a twenty-year career at TransGlobe Energy Corporation (“TransGlobe”) where he was appointed Vice President, Chief Operating Officer and director since 1999.  Prior to TransGlobe, he served as President, Chief Executive Officer and member of the board of Moiibus Resource Corporation, which was acquired by TransGlobe.  Earlier in his career, Mr. Herrick worked at Ranger Oil Limited, holding technical, management and executive positions, and was a petroleum engineer with Rupertsland Resources Ltd. and Hudson’s Bay Oil & Gas Ltd.  

Following the merger of TransGlobe and Moiibus, Mr. Herrick co-led the transformation of TransGlobe from a 200 Boepd Canadian producer into a 20,000+ Boepd (currently ~15,000 Boepd) independent international energy producer primarily focused in the Middle East and Africa until his retirement in January 2020.  As COO, Mr. Herrick was instrumental in developing TransGlobe’s reputation as a successful international operator primarily in Egypt focused on commercial resource maturation and development through technical/operating excellence combined with fiscal discipline and strong commitment to HSES (Health, Safety, Environment and Social responsibility).  During his time as a member of the TransGlobe executive team and board, Mr. Herrick acquired a wealth of experience in direct government negotiations, including concession agreement amendments and extensions to achieve optimum resource development. 

Jay Lyons, Interim CEO of Orca, said: 

“We are delighted to welcome Lloyd Herrick to Orca.  His experience, developed over a forty-year career in the industry, including two decades as a director and VP, COO of TransGlobe,  is particularly aligned with Orca’s newly revised strategy to focus on the optimal development and value creation of the Songo Songo gas field in Tanzania. Lloyd will play an important advisory and oversight role supporting our operations team and working closely with Orca’s Board and management as we continue to capture the value from the Songo Songo gas field in Tanzania for the benefit of all stakeholders.”

Orca Energy Group Inc.

Orca is an international public company engaged in natural gas exploration, 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

Blaine Karst, CFO
bkarst@orcaenergygroup.com

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.

Orca Announces Quarterly Dividend and Results of the Annual Meeting of Shareholders

TORTOLA, British Virgin Islands – September 17, 2020:  Orca Energy Group Inc. (“Orca” or the “Company”) (TSX-V: ORC.A, ORC.B) today announced that its Board of Directors has declared a quarterly cash dividend of $0.08 (Cdn) per Class A Common Voting Share of the Company and $0.08 (Cdn) per Class B Subordinate Voting Share (“Class B Shares“) of the Company. The dividend will be payable on October 15, 2020 to holders of Class A Common Voting Shares and Class B Shares of record on September 30, 2020.

Approval of Resolutions at Annual Meeting of Shareholders

Orca is pleased to announce that its shareholders approved all resolutions at its annual meeting of shareholders held on September 17, 2020 as follows:

  1. Resolution to fix the number of directors to be elected at the meeting at four (4), with 99.32% of shares represented at the meeting voting in favour of the resolution.
  2. Resolution to elect four (4) board members, with 99.43% of shares represented at the meeting voting in favour of each individual director.
  3. Resolution to appoint KPMG LLP, Chartered Accountants, as the Company’s auditors, with 98.61% of the shares represented at the meeting voting in favour of the resolution.

Not less than 99.17% of votes cast by the holders of Class B Shares voted in favour of the resolutions recommended by the Company’s Board of Directors.

About Orca Energy Group Inc.

Orca is an international public company engaged in natural gas exploration, 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
jlyons@orcaenergygroup.com

Blaine Karst
bkarst@orcaenergygroup.com

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.

Orca Energy Group Inc. Announces Changes to its Strategic Direction and Senior Management Team

TORTOLA, British Virgin Islands, September 16, 2020:  Orca Energy Group Inc. (“Orca” or the “Company”) (TSX-V: ORC.A, ORC.B) announced today changes to its strategic direction and senior management team.

Strategic Direction

The Board of Directors has determined that in the current challenging market conditions for the oil and gas sector and taking into consideration the impact that government responses to the COVID-19 pandemic continue to have on domestic and global levels of economic activity,  it is in the best interests of the Company and its shareholders to solely focus on the continued value maximization through the optimization and monetization of the Company’s rights to develop the Songo Songo natural gas field in Tanzania and to suspend ongoing efforts to acquire and develop an integrated gas business in other African countries. Since February 2018, the Company has distributed approximately CDN$90 million in dividends and share buybacks.  Focusing on the prudent management of capital and maximizing shareholder returns and regular distributions to our shareholders will continue to be a core part of our strategy moving forward. 

Senior Management Changes

In connection with the change to the Company’s strategic direction, the Board of Directors has accepted a resignation from Mr. Nigel Friend from his office with the Company and its subsidiaries. Nigel was involved early in establishing the Company’s business in Tanzania and has made significant contributions to Orca’s strategic thinking since rejoining the Company in 2018.  On behalf of the Board of Directors, we thank Nigel for his contributions and wish him every success in his future endeavours.

Mr. Jay Lyons has been appointed interim Chief Executive Officer of Orca. Mr. Lyons has been a member of Orca’s Board of Directors since May 29, 2019 and is a seasoned energy executive with experience in Canada and the United States in both the upstream and downstream sectors. Mr. Lyons has a strong familiarity and understanding of the Songo Songo project and the Tanzanian operating environment. Mr. Blaine Karst will continue to lead the Company’s accounting, finance and treasury functions as the Company’s Chief Financial Officer. The Company’s in-country management team will continue to steward Orca’s Tanzanian business and key stakeholder relationships.

About Orca Energy Group Inc.

Orca is an international public company engaged in natural gas exploration, 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
jlyons@orcaenergygroup.com   

Blaine Karst
bkarst@orcaenergygroup.com

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 Orca’s ability to continue regular distributions to shareholders constitutes “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 virtual annual meeting of shareholders

TORTOLA, British Virgin Islands, August 27, 2020:  Orca Energy Group Inc. (“Orca” or the “Company”) (TSX-V: ORC.A, ORC.B) announces that it will hold its annual meeting of shareholders on September 17, 2020 at 8:00 a.m. (Calgary time) in a virtual-only format whereby shareholders may attend and participate in the meeting via live audio webcast. In addition, Orca announces that both Ms. Carole Wainaina and Mr. Ebbie Haan have resigned as directors of the Company.  Orca  wishes to thank Carole and Ebbie for their valuable service and contributions and wish them well in future endeavors.

Annual General Meeting of Shareholders

Orca is holding the meeting in a virtual-only format, conducted via live audio webcast out of an abundance of caution to proactively deal with the unprecedented health impact of COVD-19 and to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders. Shareholders will not be able to physically attend the meeting, however, through the virtual-only format shareholders will have an equal opportunity to attend, ask questions and vote their shares at the meeting, regardless of geographic location.  

Registered shareholders will be able to attend the meeting, ask questions and vote, all in real time, online at https://web.lumiagm.com/169227750. Non-registered shareholders (being shareholders who beneficially own shares that are registered in the name of an intermediary such as a bank, trust company, securities broker or other nominee, or in the name of the depositary of which the intermediary is a participant) will also be able to attend the meeting, ask questions and vote in real time online if they have duly appointed themselves as proxyholder and registered themselves for attendance at the meeting.  Non-registered shareholders who have not appointed themselves as proxyholder or registered themselves for attendance at the meeting will be able to attend the meeting online as guests. Guests will not be able to vote or ask questions at the meeting.

We urge shareholders to vote and submit their proxy in advance of the meeting by one of the methods described in Orca’s proxy materials. Shareholders are reminded that completed proxy forms must be received no later than 8:00 a.m. (Calgary time) on September 15, 2020.

Attending and Voting at the meeting

How to Attend the Virtual-Only Meeting

Registered shareholders and duly appointed proxyholders, including non-registered shareholders who have duly appointed themselves as proxyholder, will be able to attend, ask questions and vote at the meeting online at https://web.lumiagm.com/169227750. We recommend that you login at https://web.lumiagm.com/169227750 one hour before the meeting starts. Once you have logged in, select “I have a control number” and then enter your control number (see below) and “orc2020” (case sensitive).

  • Registered shareholders: the control number located on the form of proxy you received is your control number.
  • Duly appointed proxyholders: AST Trust Company (Canada) will provide the proxyholder with a control number after the proxy voting deadline has passed and the proxyholder has been duly appointed AND registered with AST Trust Company (Canada), as described below.

Guests, including non-registered beneficial shareholders who have not duly appointed themselves as proxyholder, can listen to the meeting. Guests are not able to vote or ask questions at the meeting. Login online at https://web.lumiagm.com/169227750, select “I am a guest”, and then complete the online registration form.  

If you attend the meeting online, it is important that you are connected to the internet at all times during the meeting in order to vote when balloting commences. It is your responsibility to ensure that you remain connected for the duration of the meeting. Online check-in will begin one hour prior to the meeting on September 17, 2020 at 7:00 a.m. (Calgary time). You should allow ample time to check-in to the meeting online and complete the related procedure prior to the meeting commencing at 8:00 a.m. (Calgary time).

How to Vote Prior to the meeting

Before the meeting, shareholders of record as of the close of business on August 13, 2020 may vote by completing the form of proxy in accordance with the instructions provided therein. Completed proxy forms must be received no later than 8:00 a.m. (Calgary time) on September 15, 2020. Non-registered shareholders should carefully follow all instructions provided by their intermediaries to ensure that their shares are voted at the meeting. For additional details on how to vote by proxy before the meeting, please see “The Virtual Only Meeting” in the Company’s management information circular dated August 17, 2020 (the “Circular“). For details of the matters to be voted on, please see “Matters to be Acted on at the meeting” in the Circular.

How to Vote at the meeting

Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves a proxyholder) that attend the meeting online will be able to vote by completing a ballot online during the meeting through the live webcast platform.

If you use your control number to login to the meeting, any vote you cast at the meeting will revoke any proxy you previously submitted. If you do not wish to revoke a previously submitted proxy, you should not vote during the meeting.

Guests (including non-registered shareholders who have not duly appointed themselves as proxyholder or registered for attendance at the meeting) can login and listen to the meeting but will not be able to vote during the meeting.

Registration of a Proxyholder for Online Meeting Participation

Shareholders who wish to appoint someone other than the Orca proxyholders named in the form of proxy as their proxyholder to attend the meeting as their proxy and vote their shares must submit their form of proxy appointing that person as proxyholder AND must register that proxyholder online, as described below. Please ensure that the person you appoint is aware that he or she has been appointed. The appointee should then register as described below.

Registering of the proxyholder is an additional step to be completed AFTER you submit your form of proxy. Failure to register the proxyholder will result in the proxyholder not receiving a control number, which is required for them to attend and vote at the meeting.

  • Step 1 – Submit your form of proxy: To appoint someone as proxyholder other than the Orca proxyholders, insert that person’s name in the blank space provided in the form of proxy and follow the instructions for submitting such form of proxy. This must be completed before registering the proxyholder, which is an additional step completed once you have submitted your form of proxy.
  • Step 2 – Register your proxyholder: To register a third party proxyholder, shareholders MUST call AST Trust Company (Canada) at 1-866-751-6315 (within North America) or 212-235-5754 (outside North America) by 8:00 a.m. (Calgary time) on September 15, 2020 and provide AST Trust Company (Canada) with the required proxyholder contact information so that AST Trust Company (Canada) may provide the proxyholder with a control number. Without a control number, proxyholders will not be able to vote or ask questions at the meeting. They will only be able to attend the meeting online as a guest.   

If you are a non-registered shareholder and wish to vote yourself at the meeting, you must insert your own name in the space provided on the voting instruction form sent to you by the intermediary, follow the applicable instructions provided by your intermediary AND register yourself as your proxyholder with AST Trust Company (Canada), as described above. By doing so, you are instructing your intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your intermediary.

Failing of the proxyholder to register with AST Trust Company (Canada) will result in the proxyholder not receiving a control number, which is required to vote at the meeting.

Non-registered shareholders who have not duly appointed themselves as proxyholder will not be able to vote at the meeting but will be able to participate as guests.

General Proxy Matters

For additional information regarding submissions of forms of proxy and voting instructions forms before the meeting, the voting deadline, how to revoke proxies and other general proxy matters, please refer to the sections “The Virtual Only Meeting“, “Revocation of Proxies“, “Voting by Proxies” and “Advice to Beneficial Shareholders” in the Circular.

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: the date and time the Company plans to hold the meeting constitutes “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 Completion of its Q2 2020 Interim Filings

TORTOLA, BRITISH VIRGIN ISLANDS – August 13, 2020: Orca Energy Group Inc. (“Orca” or “the Company” and includes its subsidiaries and affiliates) (TSX-V: ORC.A, ORC.B) today announces it has filed its condensed consolidated interim financial statements and management’s discussion and analysis for the three and six month periods ended June 30, 2020 with the Canadian securities regulatory authorities. All amounts are in United States dollars (“$”) unless otherwise stated.

Click here to download the full press release.