Orca Exploration Group Inc. Announces Amendment To Its Normal Course Issuer Bid

TORTOLA, BRITISH VIRGIN ISLANDS – April 7, 2020: Orca Exploration Group Inc. (“Orca” or the “Company“) has announced that it has amended its Normal Course Issuer Bid commenced on June 14, 2019 (the “Bid“) to allow it to purchase additional Class B Subordinate Voting Shares (“Class B Shares“) through the facilities of the TSX Venture Exchange (the “Exchange“) and alternative trading systems in Canada.

Purchases made pursuant to the Bid will not exceed 700,000 Class B Shares, representing not more than 5% of the issued and outstanding Class B Shares as at June 14, 2019 (33,505,915 Class B Shares) less 933,028 Class B Shares already purchased under the Bid. In accordance with the policies of the Exchange, purchases under the Bid will commence on April 14, 2020 and will continue until the earlier of the purchase of the maximum number of Class B Shares under the Bid and June 14, 2020.

Purchases pursuant to the Bid will be made by Mackie Research Capital Corporation (“Mackie“) on behalf of the Company. Orca has entered into an automatic purchase plan with Mackie in order to facilitate repurchase of the Class B Shares. The automatic purchase plan allows Mackie to repurchase Class B Shares under the Bid during the Company’s self-imposed blackout periods. Purchases will be made by Mackie based on the parameters prescribed by the Exchange and applicable securities laws and the terms of the parties’ written agreement. The automatic share purchase plan has been approved by the Exchange and will be implemented for the balance of the 12-month term which started when the Company initiated the Bid on June 14, 2019.

Orca has implemented the Bid as it is of the view that at times the trading price of the Class B Shares of the Company on the Exchange does not fully reflect the underlying value of the Company’s business. Orca believes that its purchase of Class B Shares under the Bid is in the best interest of the Company and its shareholders. The combination of Class B Shares already purchased under the Bid and the additional Class B Shares to be purchased under the Bid will not exceed 5% of the total issued and outstanding Class B Shares as at June 14, 2019.

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

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, including but not limited to, Orca’s plans to purchase Class B Shares under the Bid, and Orca’s belief that purchase of Class B Shares under the Bid is in the best interests of the Company and its shareholders, 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. Readers are cautioned not to place undue reliance on forward-looking statements included in this news release, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. 

Forward-looking information, by its very nature, involves inherent risks and uncertainties and is based on several assumptions, both general and specific. Such risks and uncertainties include, but not limited to, the risk that Orca does not purchase the maximum number of Class B Shares or any Class B Shares under the Bid; the risk that the anticipated benefits of the Bid may not be achieved; the political and economic circumstances in the countries in which Orca operates; the effect of pandemics on the Company’s operations and financial position; share price volatility and dilution; 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; lack of availability of qualified personnel; ability to access sufficient capital from internal and external sources; the failure of counterparties to perform under the terms of their contracts; and other factors, many of which are beyond the control of the Company. Readers are cautioned that the foregoing list of factors is not exhaustive. Although the forward-looking statements contained in this document are based upon assumptions which management believes to be reasonable, the Company cannot assure investors that actual results will be consistent with these forward-looking statements. With respect to forward-looking statements contained in this document, the Company has made assumptions regarding, among other things, the ability of the Company to achieve the benefits of the Bid;  availability of skilled labour; timing and amount of capital expenditures; conditions in general economic and financial markets; effects of regulation by governmental agencies; future operating costs; that Orca will have sufficient cash flow or equity sources or other financial resources required to fund its capital and operating expenditures and requirements as needed; 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 as described herein; and other matters.

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 Exploration Group Inc. Provides Operational Update

TORTOLA, BRITISH VIRGIN ISLANDS – March 31, 2020: Orca Exploration Group Inc. (“Orca” or the “Company“) provides an operational update. All currency amounts in this news release are in United States Dollars ($) unless otherwise stated.

  • Cash and short-term investments totaled $99.2 million on March 30, 2020 compared to $138.7 million at December 31, 2019. The decrease takes into account payments by the Company pursuant to its recently completed substantial issuer bid in the aggregate amount of approximately $37.8 million (CDN$50 million) and payment of Additional Profit Tax for 2019 of $11.8 million.
  • The sales volumes to date for Q1 2020 have averaged 56.7 million standard cubic feet per day (“MMcfd”) compared to the fourth quarter average for 2019 of 70.8 MMcfd. The decrease in sales volumes in 2020 is primarily a result of an increase in hydro power generation as recent rainfall totals have been significantly above the long-term average reducing the requirement for gas power generation.
  • Subsequent to December 31, 2019 the Company received $14.8 millionfrom the electricity utility, the Tanzanian Electricity Supply Company, against 2020 invoices for gas deliveries of $3.5 million for January and February 2020 and forecasted sales of $1.9 million for March, 2020.

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

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.

Orca Exploration Group Inc. Provides Update On Covid-19 Strategy

Orca Exploration Group Inc. (“Orca” or the “Company” including its subsidiaries and affiliates) is announcing that it has taken several steps to limit the impact of the COVID-19 virus on its operations in Tanzania and the health of its employees.

It has been reported that there are now three confirmed cases of COVID-19 in Tanzania, all of whom are foreign nationals or have recently returned from Europe. The Government of Tanzania is reported to be considering control measures which may include restricting access to the country and enforcing self-quarantine for some entrants.

The Company and its subsidiary, PanAfrican Energy Tanzania Limited (“PAET”) have taken action to mitigate the operational impact of the COVID-19 virus. In addition to staff medical briefings and increased sanitization of the offices and other work areas, all non-essential face to face meetings have been curtailed, all non-essential travel to our operational worksites has been stopped, and all Company personnel or contractors entering Tanzania from COVID-19 affected areas are now required to self-isolate for 7 days, extendible to 14 days, if they demonstrate any symptoms of the virus.

The Company’s IT systems are cloud based and are unlikely to be affected by the pandemic. However, with the possibility of increased remote working, internet access and upgraded hardware and software has been provided to all key staff.

On Songo Songo Island (“SSI”), the operational staff rotate every 4 weeks and this provides some in-built cover should some employees contract COVID-19. As part of the contingency planning, we are identifying Company employees and Tanzanian contractors who could fill in for personnel who are required to self-isolate.

Currently the Company is not undertaking any critical activities that will be impacted by the virus in the short term. The debottlenecking of the flowline system that is expected to increase production capacity by 10 million standard cubic feet a day is in process and we have secured the requisite equipment for this project.

During the second half of the year, we will require a land rig for workover operations and the management of this project will need to be undertaken in conjunction with government directives in place at that time. We continue to negotiate an engineering, procurement and construction contract for the installation of compression on SSI by the end of 2021. This compression is essential to ensure that there is no loss in production through Songas’ gas processing and pipeline facilities as field pressure declines. At this stage, we do not envisage any delay with this project.

The Songo Songo natural gas is critical for the generation of electricity in Tanzania and for powering the activities of over 40 industrial customers in Dar es Salaam. These industries are primarily producing consumable end products (e.g. cement, tissues and bottles) for the markets within East Africa and as a consequence the COVID-19 virus is not expected to have a material impact on gas demand. It should also be noted that the recent decline in the oil price has a minimal (circa 5%) effect on our revenue as the majority of the gas volumes are sold at fixed prices.

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.

Nigel Friend, CEO
nfriend@orcaenergygroup.com

Blaine Karst, CFO
bkarst@orcaenergygroup.com

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, including but not limited to: whether the Government of Tanzania will restrict access to the country and enforce self-quarantine for some entrants, Orca’s IT systems being affected by the COVID-19 pandemic, Orca’s ability to identify employees and contractors who could fill in for personnel who are required to self-isolate, the increase in production capacity expected to result from the debottlenecking of the flowline system, whether there will be any delay with the installation of compression on Songo Songo Island project, and the impact of the COVID-19 virus on gas demand 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 Exploration Group Inc. Announces Completion of Substantial Issuer Bid

TORTOLA, BRITISH VIRGIN ISLANDS – March 12, 2020 – Orca Exploration 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 and paid for 7,692,297 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$50 million (the “Offer“). The shares taken up are nine less than previously announced due to rounding. All dollar amounts are in Canadian dollars.

The Class B Shares purchased represent an aggregate purchase price of approximately CDN$50 million and represent 23.6% of the total number of Orca’s issued and outstanding Class B Shares and 22.4% of the total number of Orca’s issued and outstanding shares. After giving effect to the Offer, Orca has 24,864,960 Class B Shares issued and outstanding and 1,750,495 Class A Common Shares issued and outstanding.

Since the Offer was oversubscribed, shareholders who made auction tenders at or below the purchase price and the purchase price tenders had approximately 41.0% 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 AST Trust Company (Canada), as depositary.

The full details of the Offer are described in the offer to purchase and issuer bid circular dated January 28, 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 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

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, including but not limited to: when shareholders will receive from AST Trust Company (Canada) the shares not purchased 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 Exploration Group Inc. Announces Final Results of Substantial Issuer Bid

TORTOLA, BRITISH VIRGIN ISLANDS – March 6, 2020 – Orca Exploration 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 January 28, 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$50 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 March 4, 2020. 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) (the “Depositary“), as depositary for the Offer, Orca will take up and pay for 7,692,306 Class B Shares at a price of CDN$6.50 per Class B Share, representing an aggregate purchase price of approximately CDN$50.0 million and 23.6% of the total number of Orca’s issued and outstanding Class B Shares and 22.4% of the total number of Orca’s issued and outstanding shares.

An aggregate of 18,733,386 Class A Common Shares (the “Class A Shares“) and Class B Shares were validly tendered and not withdrawn pursuant to auction tenders at or below the purchase price and purchase price tenders. Since the Offer was oversubscribed, shareholders who tendered shares to the Offer will have the number of shares purchased by Orca prorated to approximately 41.0% 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 March 13, 2020 in accordance with the Offer and applicable law.

After giving effect to the Offer, Orca will have 24,864,950 Class B Shares and 1,750,496 Class A Shares issued and outstanding.

The full details of the Offer are described in the offer to purchase and issuer bid circular dated January 28, 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 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

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, including but not limited to: when shareholders will receive from AST Trust Company (Canada) 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 Exploration Group Inc. Announces Preliminary Results of Substantial Issuer Bid

TORTOLA, BRITISH VIRGIN ISLANDS – March 5, 2020 – Orca Exploration Group Inc. (“Orca” or the “Company” and includes its subsidiaries and affiliates) (TSX-V: ORC.A, ORC.B) today is announcing the preliminary results of its substantial issuer bid commenced on January 28, 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$50 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 March 4, 2020. All dollar amounts are in Canadian dollars.

In accordance with the terms and conditions of the Offer, and based on the preliminary results from AST Trust Company (Canada) (the “Depositary“), as depositary for the Offer, Orca expects to take up and pay for 7,692,306 Class B Shares at a price of CDN$6.50 per Class B Share, representing an aggregate purchase price of approximately CDN$50.0 million and 23.6% of the total number of Orca’s issued and outstanding Class B Shares and 22.4% of the total number of Orca’s issued and outstanding shares.

The full details of the Offer are described in the offer to purchase and issuer bid circular dated January 28, 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.

An aggregate of 18,733,386 Class A Common Shares (the “Class A Shares“) and Class B Shares were validly tendered and not withdrawn pursuant to auction tenders at or below the purchase price and purchase price tenders. Since the Offer was oversubscribed, it is expected that shareholders who tendered shares to the Offer will have the number of shares purchased by Orca prorated to approximately 41.0% of their successfully tendered shares following the determination of the final results of the Offer (other than “odd lot” tenders, which are not subject to proration).

After giving effect to the Offer, Orca expects to have 24,864,950 Class B Shares and 1,750,496 Class A Shares issued and outstanding.

The number of Class B Shares to be purchased, the proration factor and the purchase price referred to above are preliminary and remain subject to verification by the Depositary. Upon take up and payment of the Class B Shares purchased, Orca will release the final results, including the final proration factor.

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 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

For media enquiries:
Celicourt (PR)
Mark Antelme
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, including but not limited to: the aggregate amount of Class B Shares to be purchased for cancellation under the Offer; the proration calculation, and the clearing price, 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 Announces Quarterly Dividend

TORTOLA, British Virgin Islands – February 25, 2020:  Orca Exploration 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 $0.06 (Cdn) per Class A Common Voting Share of the Company and $0.06 (Cdn) per Class B Subordinate Voting Share of the Company. The dividend will be payable on April 30, 2020 to holders of Class A Common Voting Shares and Class B Subordinate Voting Shares of record on March 31, 2020.

About Orca Exploration 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:

Nigel Friend, CEO
nfriend@orcaenergygroup.com

Blaine Karst, CFO
bkarst@orcaenergygroup.com

For media enquiries:

Celicourt (PR)
Mark Antelme
Jimmy Lea
Jemima Lowe
Orca@celicourt.uk
+44-020-8434-2754

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 Exploration Group Inc. Announces Preliminary Financial Results for 2019 and Independent Reserves Evaluation for 2019

TORTOLA, BRITISH VIRGIN ISLANDS – February 25, 2020 – Orca Exploration Group Inc. (“Orca” or the “Company” and includes its subsidiaries and affiliates) (TSX-V: ORC.A, ORC.B) announces its preliminary unaudited financial results for 2019 and its Independent Reserves Evaluation as at December 31, 2019. This update should be read in conjunction with the update provided in our news release issued on January 24, 2020. All currency amounts in this news release are in United States Dollars ($) unless otherwise stated.

FINANCIAL HIGHLIGHTS

For the year ended December 31, 2019, the Company’s:

  • Revenue increased 48.1% to $85.6 million compared to $57.8 million in the year ended December 31, 2018 and for Q4 2019 increased 71.9% to $23.2 million compared to $13.5 million in Q4 2018.
  • Net income attributable to shareholders increased 85.0% to $24.6 million compared to $13.3 million in the year ended December 31, 2018 and for Q4 2019 increased by 335.7% to $12.2 million compared to $2.8 million in Q4 2018.
  • Net cash flows from operating activities increased by 20.8% to $34.8 million compared to $28.8 million in the year ended December 31, 2018 and for Q4 2019 increased 24.4% to $5.1 million compared to $4.1 million in Q4 2018.
  • Adjusted funds flow from operations[1] increased 122.3% to $42.9 million compared to $19.3 million in the year ended December 31, 2018 and for Q4 2019 increased 107.8% to $13.3 million compared to $6.4 million in Q4 2018.
  • Working capital increased 28.7% to $108.4 million at December 31, 2019 compared to $84.2 million at December 31, 2018.

For the year to date in 2020, the Company’s:

  • Cash and short-term investments totaled $141.6 million on February 21, 2020 compared to $138.7 million at December 31, 2019.
  • January 2020 sales volume was 59.5 million standard cubic feet per day (“MMcfd”) compared to the fourth quarter average for 2019 of 70.8 MMcfd. The decrease in sales volume in January 2020 was primarily a result of an increase in hydro power generation as recent rainfall totals have been significantly above the long-term average reducing the requirement for gas power generation.
  • Subsequent to December 31, 2019 the Company received $9.0 million from the electricity utility, the Tanzanian Electricity Supply Company, and has invoiced $2.0 million for gas deliveries in January 2020.

Click here to download the full financial update

Orca Issuer Bid Circular

Orca Exploration Group Inc. (“Orca”, the “Company”, “we”, “us” or “our”) hereby offers, upon the terms and subject to the conditions described herein, to purchase for cancellation a number of Orca’s Class B Subordinate Voting Shares (the “Class B Shares”) for an aggregate purchase price not exceeding C$50,000,000. Only Class B Shares will be taken up and purchased for cancellation pursuant to the Offer. Holders of Orca’s Class A Common Shares (the “Class A Shares” and collectively with the Class B Shares, the “Shares”) are entitled to participate in the Offer by depositing their Class A Shares to the Offer. Only those Class A Shares taken up by the Company will be converted into Class B Shares immediately prior to take up.

Click here to download the full PDF

Orca Exploration Group Inc. Announces Commencement of Substantial Issuer Bid up to CDN$50 Million

TORTOLA, British Virgin Islands, January 28, 2020: Orca Exploration Group Inc. (“Orca” or the “Company”and includes its subsidiaries and affiliates) (TSX-V: ORC.A, ORC.B) today is commencing its previously announced substantial issuer bid pursuant to which the Company will offer to purchase for cancellation up to CDN$50 million 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 March 4, 2020, 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 CDN$6.50 and not more than CDN$7.50 per Class B Share (in increments of CDN$0.05 per 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 CDN$7.50 and not less than CDN$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 CDN$50 million.

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 CDN$6.50 and not more than CDN$7.50 per Class B Share in increments of CDN$0.05 per 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 CDN$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 CDN$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 32,557,185 Class B Shares and 1,750,567 Class A Shares issued and outstanding. Shaymar Limited (“Shaymar”) holds 1,741,975 Class A Shares and 5,392,460 Class B Shares, which in the aggregate represent approximately 99.51% and 16.56% of all issued and outstanding Class A Shares and Class B Shares, respectively, and an aggregate of 59.54% of the total voting rights of the Company. Shaymar has advised the Company that it intends to tender approximately 1,700,000 Class B Shares to the Offer.

Orca expects to promptly mail 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, its Special Committee 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 upon the recommendation of its Special Committee. However, none of Orca, its Special Committee or its Board of Directors or 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 RBC Capital Markets to act as financial advisor in connection with the Offer and 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 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

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, 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 1,700,000 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.