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.