19 June 2007
Orca Exploration announces $30 Million Bought Deal Private Placement Financing
Orca Exploration Group Inc. ("Orca" or the "Company") is pleased to announce that it has entered into an agreement with a syndicate of underwriters lead by Haywood Securities Inc. and including Research Capital Corp. (collectively the "Underwriters") pursuant to which the Underwriters have agreed to offer and sell, on a bought deal basis, 2,173,900 class B common shares ("Common Shares") of Orca at a price of $13.80 per Common Share resulting in gross proceeds of approximately $30 million (the "Offering"). Orca has also granted the Underwriters an option, exercisable in whole or in part at any time until 24 hours prior to the closing date, to purchase on the closing date up to an additional 326,100 Common Shares, on the same terms and conditions of the Offering. If the Underwriter's option is exercised in full, the total gross proceeds of the Offering will be approximately $34.5 million.
Orca will use the proceeds of the Offering to enable it to secure new oil exploration assets and for working capital purposes. The Company intends to acquire two new oil opportunities before the year end.
All sales will be made on a private placement basis pursuant to exemptions from the prospectus requirements of applicable securities laws. The issue is subject to customary conditions including receipt of all regulatory approvals including the approval of the TSX Venture Exchange. Closing of the Offering is expected on or about July 5, 2007.
These securities have not been and will not be registered under the United States Securities Act of 1933, as amended, or the securities laws of any state, and may not be offered or sold in the United States unless an exemption from registration is available. This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities in the United States.
Forward Looking Statements
This disclosure contains certain forward-looking estimates that involve substantial known and unknown risks and uncertainties, certain of which are beyond Orca Exploration's control, including the impact of general economic conditions in the areas in which Orca Exploration operates, civil unrest, industry conditions, changes in laws and regulations including the adoption of new environmental laws and regulations and changes in how they are interpreted and enforced, increased competition, the lack of availability of qualified personnel or management, fluctuations in commodity prices, foreign exchange or interest rates, stock market volatility and obtaining required approvals of regulatory authorities. In addition there are risks and uncertainties associated with oil and gas operations, therefore Orca Exploration's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking estimates and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking estimates will transpire or occur, or if any of them do so, what benefits, including the amounts of proceeds, that Orca Exploration will derive therefrom.
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this Press Release.
For further information please contact:
Nigel A Friend, CFO
+255 (0)22 2138737
Peter Clutterbuck, President and CEO
+255 (0)22 2138737