Orca Announces New Corporate Presentation

TORTOLA, British Virgin Islands June 29, 2021:  Orca Energy Group Inc. (“Orca” or the “Company“) is pleased to announce that its latest corporate presentation is now available on the Company’s website.

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                                                 Blaine Karst, CFO
jlyons@orcaenergygroup.com                       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 Announces Updated Independent Natural Gas Resource Report

TORTOLA, British Virgin Islands June 17, 2021:  Orca Energy Group Inc. (“Orca” or the “Company“) announces its updated independent natural gas resource assessment report with an effective date of March 31, 2021 (the “Resource Report”). All references to “contingent resources” and “prospective resources” in this press release refer to “contingent conventional natural gas resources” and prospective conventional natural gas resources”, and all references to “natural gas” in this press release refer to “conventional natural gas” as defined in National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities (“NI 51-101“).

The Resource Report was prepared by McDaniel & Associates Consultants Ltd. (“McDaniel”) in accordance with the definitions, standards and procedures contained in the Canadian Oil and Gas Evaluation Handbook (the “COGE Handbook“) and NI 51-101 to provide our stakeholders with an understanding of the contingent and prospective natural gas resources in the Songo Songo license acreage in Tanzania (the “Songo Songo License“) that is subject to the terms of the Songo Songo Production Sharing Agreement (the “Songo Songo PSA”). The Songo Songo PSA expires concurrently with the expiry of the Songo Songo License in October 2026.

Subsequent to the preparation of the Company’s Independent Reserves Report by McDaniel, with an effective date of December 31, 2020 (the “Reserves Report“), the Company commissioned McDaniel to update the 2019 Resource Report (effective June 30, 2019) to incorporate the updated sub-surface geological model for the Songo Songo field reflected in the Reserves Report. Additional information in respect of the Company’s reserves and the Reserves Report is included in Orca’s report dated March 2, 2021 relating to reserves data and other oil and gas information under NI 51-101, which is filed on its profile on SEDAR at www.sedar.com.

All the Company’s resources are located in Tanzania. Resources included herein are stated on a Company gross basis unless noted otherwise. Company gross resourcesrefers to the Company’s 92.07 percent interest in the resources.  

Highlights

  • At March 31, 2021 the Company’s unrisked Best Estimate contingent resources were 297 billion standard cubic feet (“Bcf”) (148 Bcf risked Best Estimate contingent resources). This is the estimated resources associated with the Songo Songo Main (“SSM”) pool and the Songo Songo North (“SSN”)pools not recovered prior to the current Songo Songo PSA expiry in October 2026.
  • At March 31, 2021 the Company’s unrisked Best Estimate prospective resources were 611 Bcf (106 Bcf risked Best Estimate prospective resources). This is the estimated prospective resources at Songo Songo Extreme North (“SSExt-N”) and Songo Songo West (“SSW”).
  • The Resource Report was prepared to incorporate the detailed sub-surface geological model for the Songo Songo field which was updated in 2020 and incorporated into the Reserves Report. The reduction in unrisked and risked Best Estimate contingentresources is primarily due to: (a) the remapping of the SSN structure into two structures SSN and SSExt-N, which are separated by a graben (structural low); and (b) a general reduction in estimated contingent resources. The SSExt-N prospect has been categorised as a prospective resource in the Resource Report, and carries additional risk associated with the chance of discovery. The smaller SSN pool continues to be classified as a contingent resource tested by the SS-1 discovery well, and the interpreted communication with the producing SSM pool.

The full report can be downloaded here.

Orca Energy Group Inc. Announces Normal Course Issuer Bid and Appointment of Officer

TORTOLA, British Virgin Islands, June 14, 2021: Orca Energy Group Inc. (“Orca” or the “Corporation“) announces its intention to commence a Normal Course Issuer Bid (the “Bid“) for purchase of its 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 500,000 Class B Shares, representing approximately 2.74% of the total outstanding Class B Shares as at June 3, 2021. In accordance with the policies of the Exchange, purchases under the Bid will commence on June 21, 2021 and will continue until the earlier of the purchase of the maximum number of Class B Shares under the Bid and June 20, 2022.

Purchases pursuant to the Bid will be made by Research Capital Corporation (“Research Capital“) on behalf of the Corporation. Purchases will be made by Research Capital based on the parameters prescribed by the Exchange and applicable securities laws.

Orca has implemented the Bid as it is of the view that at times the trading price of the Class B Shares of the Corporation on the Exchange does not fully reflect the underlying value of the Corporation’s business. Orca believes that its purchase of Class B Shares under the Bid is in the best interest of the Corporation and its shareholders.

Appointment of Officer

Orca would also like to announce that the Board of Directors has confirmed the appointment of Mr. Jay Lyons as the Chief Executive Officer effective immediately. Mr. Lyons has been a member of Orca’s Board of Directors since May 29, 2019 and has been acting as the Interim Chief Executive Officer since September 16, 2020.

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

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 Statements

This news release contains forward-looking statements or information (collectively “forward-looking statements”) within the meaning of applicable securities legislation. More particularly, this news release contains, without limitation, forward-looking statements pertaining to the following: the Corporation’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 Corporation and its shareholders. Although 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, operational, competitive, political and social uncertainties and contingencies. As a consequence, actual results may differ materially from those anticipated in the forward-looking statements.

These forward-looking statements involve substantial known and unknown risks and uncertainties, certain of which are beyond the Corporation’s control, and many factors could cause the Corporation’s actual results to differ materially from those expressed or implied in any forward-looking statements made by the Corporation, including, 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 Corporation’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 Corporation.  Therefore the Corporation’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 in these forward-looking statements will transpire or occur, or if any of them do so, what benefits the Corporation will derive therefrom.  Readers are cautioned that the foregoing list of factors is not exhaustive.

Such forward-looking statements are based on certain assumptions made by the Corporation in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors the Corporation believes are appropriate in the circumstances, including, but not limited to, the ability of the Corporation to achieve the benefits of the Bid;  that the Corporation 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; that the Corporation will have adequate funding to continue operations; that the Corporation will successfully negotiate agreements; receipt of regulatory approvals; commodity prices will not deteriorate significantly; future capital expenditures; conditions in general economic and financial markets; 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 statements contained in this news release are made as of the date hereof and Orca undertakes no obligation to update publicly or revise and forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. 

 

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

TORTOLA, British Virgin Islands – June 3, 2021:  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 $0.10 (Cdn) per Class A Common Voting Share (“Class A Shares“) of the Company and $0.10 (Cdn) per Class B Subordinate Voting Share (“Class B Shares“) of the Company. The dividend will be payable on July 15, 2021 to holders of Class A Shares and Class B Shares of record on June 30, 2021.

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 June 3, 2021 as follows:

  1. Resolution to fix the number of directors to be elected at the meeting at four (4).
  2. Resolution to elect four (4) board members, being David Ross, Jay Lyons, Linda Beal and Frannie Léautier.
  3. Resolution to appoint KPMG LLP, Chartered Accountants, as the Company’s auditors.

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 Completion of its Q1 2021 Interim Filings

TORTOLA, BRITISH VIRGIN ISLANDS – May 18, 2021: Orca Energy Group Inc. (“Orca” or the “Company” and includes its subsidiaries and affiliates) (TSX-V: ORC.A, ORC.B) today announces that it has filed its condensed consolidated interim financial statements and management’s discussion and analysis for the three month period ended March 31, 2021 (“Q1 2021“) with the Canadian securities regulatory authorities. All amounts are in United States dollars (“$”) unless otherwise stated.

  • Revenue increased 5% for Q1 2021 to $18.6 million compared to the same prior year period. The increase was primarily a result of increased sales to industrial customers. Gas deliveries for the quarter increased by 4% compared to the same prior year period. The increase in gross sales volume was primarily due to the increase in gas deliveries to industrial customers as a result of expansion of the Company’s customer base.
  • Net income attributable to shareholders decreased 69% for Q1 2021 to $4.0 million compared to the same prior year period, primarily a result of the decrease in the reversal of loss allowances related to the lower collection of arrears from Tanzanian Electric Supply Company Limited (“TANESCO”) compared to Q1 2020.
  • Net cash flows used in operating activities for Q1 2021 were $0.8 million compared to net cash flows from operating activities of $0.8 million in Q1 2020, a decrease of $1.6 million. The decrease was primarily a result of the lower collection of TANESCO arrears being offset by an increase in trade and other receivables from Q4 2019 to Q1 2020.
  • Adjusted funds flow from operations for Q1 2021 increased by 13% to $8.6 million compared to the same prior year period, primarily a result of the increase in revenue.
  • Capital expenditures decreased by 53% for Q1 2021 to $0.2 million compared to the same prior year period. The capital expenditures in Q1 2021 were primarily for well workover planning and design.  The capital expenditures in Q1 2020 primarily relate to the flowline decoupling construction. The Company is currently installing compression to allow production volumes to be sustained at approximately 102 million standard cubic feet per day (“MMcfd”) through the Songas infrastructure. This provides the possibility to expand production capabilities to 172 MMcfd by also utilizing the National Natural Gas Infrastructure (“NNGI”). The value of the contract for compression is $38 million of which $24.7 million was incurred prior to 2021 with forecasted expenditures of $9.5 million for 2021, upon delivery and inspection of the equipment, and $3.8 million for 2022 following installation and testing. The project is currently on budget and on schedule for completion in Q2 2022. 
  • The Company exited the period in a strong financial position with $47.4 million in working capital (December 31, 2020: $74.2 million), cash and cash equivalents of $68.0 million (December 31, 2020: $104.2 million) and long-term debt of $54.2 million (December 31, 2020: $54.2 million). The decrease in working capital and cash and cash equivalents was primarily related to the substantial issuer bid completed in January 2021 (“2021 SIB”).
  • As at March 31, 2021 the current receivable from TANESCO was $ nil (December 31, 2020: $ nil). TANESCO’s long-term trade receivable as at March 31, 2021 was $26.8 million with a provision of $26.8 million compared to $27.6 million (provision of $27.6 million) as at December 31, 2020. Subsequent to March 31, 2021 the Company invoiced TANESCO $0.4 million for April 2021 gas deliveries and TANESCO paid the Company $2.6 million for Q2 2021 gas deliveries and $5.0 million for the take or pay invoice for the 2015-2016 contract year. In accordance with the Portfolio Gas Sales Agreement, the take or pay gas for the 2015-2016 contract year was to be taken by June 30, 2021, however the Company has agreed with TANESCO to extend the time period to take the gas until June 30, 2022.
  • On February 23, 2021 the Company declared a dividend of CDN$0.10 per share on each of its Class A common voting shares (“Class A Shares”) and Class B subordinate voting shares (“Class B Shares”) for a total of $1.6 million to the holders of record as of March 31, 2021 which was paid on April 15, 2021.
  • On January 22, 2021 the Company announced the final results of the 2021 SIB whereby the Company repurchased and cancelled 6,153,846 Class B Shares at a price of CDN$6.50 per Class B Share representing an aggregate purchase price of CDN$40.0 million and 25.2% of the total number of the Company’s issued and outstanding Class B Shares and 23.5% of the total number of the Company’s issued and outstanding shares.

Jay Lyons, Interim Chief Executive Officer, commented:

“We are pleased to report a solid set of Q1 results, which include an increase in revenue reflecting our growing customer base and continuing role in helping to meet Tanzania’s growing power needs.  Operationally, we remain on track and within budget with the installation of compression equipment, designed to ensure the Company can maintain production volumes at 102 MMcfd, with the potential to increase by a further 70 MMcfd.  With a tight control on costs, we maintain a strong balance sheet, enabling us to not only continue investing in the creation of value from the world class Songo Songo gas field, but also making appropriate returns to our shareholders.  We look forward to continuing to keep our stakeholders appraised of our progress as we move forward.”

Click here to download the full report

Orca Energy Group Inc. Announces 2020 Year End Audited Financial Results

VIRGIN ISLANDS – April 21, 2020: Orca Energy Group Inc. (“Orca” or the “Company” and includes its subsidiaries and affiliates) (TSX-V: ORC.A, ORC.B) today announces its audited financial results for the year ended December 31, 2020. All dollar amounts are in United States dollars unless otherwise stated.

  • Revenue decreased by 5% for Q4 2020 and by 9% for the year compared to the same prior year periods. The decreases are primarily a result of decreased sales to the Tanzanian Electric Supply Company Limited (“TANESCO”) under the Portfolio Gas Sales Agreement (“PGSA”) and a smaller current income tax adjustment due to increased capital expenditure and lower gross field revenue. Gas deliveries decreased by 11% for Q4 2020 and by 9% for the year compared to the same prior year periods. The decrease in revenue and gas delivery volumes for the year were primarily due to the increase in hydropower generated during the first eight months of the year as a result of higher than normal rainfall in 2020 compared to the prior year. The decrease in gas delivery volumes in Q4 2020 is primarily the result of lower nominations of gas volumes by TANESCO and the Tanzanian Production Development Corporation (“TPDC”) through the National Natural Gas Infrastructure (“NNGI”) compared to Q4 2019 as volumes delivered in Q4 2019 were the highest for any single quarter since production started in 2004. The decrease in volumes for Q4 2020 was partially offset by a 2% increase in the weighted average price of gas sold compared to Q4 2019.
  • Net income attributable to shareholders decreased 42% for Q4 2020 and increased by 12% for the year compared to the same prior year periods. The decrease for Q4 2020 was primarily a consequence of the decrease in revenue and a decrease in the reversal of loss allowances related to the lower collection of arrears from TANESCO compared to Q4 2019. The increase in net income attributable to shareholders for the year was primarily the result of the increase in the reversal of loss allowances of $8.2 million, mainly due to increased collection of TANESCO arrears during the first nine months of 2020 and was also positively impacted by savings in general and administrative expenses and stock based compensation. The increase for the year was partially offset by the impairment of receivable as a result of the Tanzania Revenue Authority (“TRA”) issuing an Agency Notice during the year obligating the Company’s bank to release $5.3 million in favour of the TRA.
  • Net cash flows from operating activities increased 283% for Q4 2020 and by 33% for the year compared to the same prior year periods. The increases are primarily a result of the collection of TANESCO arrears and changes in non-cash operating working capital associated with decreases in prepayments and in trade and other receivables.
  • Adjusted funds flow from operations(1) decreased by 8% for Q4 2020 and by 9% for the year compared to the same prior year periods. The decreases are primarily a result of the decreases in revenue.
  • Capital expenditures increased by 1,509% for Q4 2020 and by 551% for the year over the comparable prior year periods. The capital expenditures in 2020 primarily relate to the flowline decoupling construction and payments under the Compression Contract (as defined below). The capital expenditures in 2019 primarily relate to the refrigeration project for the Songas Limited (“Songas”) infrastructure.
  • The Company exited the period in a strong financial position with $74.2 million in working capital (December 31, 2019: $107.0 million), cash and cash equivalents of $104.2 million (December 31, 2019: $93.9 million), short-term investments of $ nil (December 31, 2019: $44.8 million) and long-term debt of $54.2 million (December 31, 2019: $54.1 million). The decrease in working capital and short-term investments was primarily related to the substantial issuer bid (“SIB”) completed in March 2020.
  • As at December 31, 2020 the current receivable from TANESCO was $ nil (December 31, 2019: $ nil). TANESCO’s 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. Subsequent to December 31, 2020 the Company has invoiced TANESCO $6.5 million for 2021 gas deliveries and TANESCO has paid the Company $7.9 million. TANESCO also paid the take or pay invoice of $5.0 million for the 2015-2016 contract year for gas to be taken by June 30, 2021.
  • Work began in 2020 on the $38.0 million compression contract for the Songas gas processing facility planned for installation in Q2 2022 (the “Compression Contract“). This will allow maximum production volumes of approximately 102 MMcfd to be sustained through the Songas infrastructure, with the possibility to expand well deliverability to 172 MMcfd by increasing the amount of gas currently being delivered through the NNGI. To date $24.7 million has been spent under the contract with forecast expenditures of $9.5 million in 2021, upon delivery and inspection of the equipment, and a further $3.8 million in 2022 following completion of installation and testing.
  • On January 22, 2021 the Company announced the final results of an SIB initiated in December 2020 whereby the Company repurchased and cancelled 6,153,846 Class B Subordinate Voting Shares (“Class B Shares”) at a price of CDN$6.50 per Class B Share representing an aggregate purchase price of CDN$40.0 million and 25.2% of the total number of the Company’s issued and outstanding Class B Shares and 23.5% of the total number of the Company’s issued and outstanding shares.
  • On February 23, 2021 the Company declared a dividend of CDN$0.10 per share on each of its Class A Common Voting Shares (“Class A Shares”) and Class B Shares for a total of $1.6 million to the holders of record as of March 31, 2021 paid on April 15, 2021.

(1) Adjusted funds flow from operations is a non-GAAP financial measure. See non-GAAP measures.

Click here to read the full press release

Orca Announces Increased Quarterly Dividend

TORTOLA, British Virgin Islands – February 23, 2021:  Orca Energy Group Inc. (“Orca” or the “Company”) (TSX-V: ORC.A, ORC.B) today announced that its Board of Directors has declared that the quarterly cash dividend has been increased from $.08 to $0.10 (Cdn) per Class A Common Voting Share (“Class A Shares”) of the Company and from $.08 to $0.10 (Cdn) per Class B Subordinate Voting Share (“Class B Shares“) of the Company. The dividend will be payable on April 15, 2021 to holders of Class A Shares and Class B Shares of record on March 31, 2021.

Jay Lyons, Interim Chief Executive Officer, commented:

The 25% increase in our quarterly dividend reflects the successful outcome of the share buyback in January 2021, where Orca was able to repurchase 25.2 % of the outstanding Class B Shares of the Company. With the dividend increase, the total amount approved for dividend distribution remains in line with the amount approved by the Board of Directors for distribution in 2021.  The dividend increase reaffirms our ongoing strategy of returning capital to shareholders through quarterly dividends and share buy backs.

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 Completion of Substantial Issuer Bid

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

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

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

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

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

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

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

Orca Energy Group Inc.

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

For further information please contact:

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

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

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

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

Forward Looking Information

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

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

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

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

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

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

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

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

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

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

Orca Energy Group Inc.

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

For further information please contact:

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

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

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

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

Forward Looking Information

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

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

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

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

FINANCIAL HIGHLIGHTS

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

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

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

Jay Lyons, Interim Chief Executive Officer, commented: 

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

Orca Energy Group Inc.

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

For further information please contact: 

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

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

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

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

Forward Looking Information

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

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