5 July 2007
Orca Exploration announces closing of $34.5 million Private Placement Financing
Orca Exploration Group Inc. ("Orca" or the "Company") is pleased to announce that it has closed its previously announced "bought deal" class B common share ("Common Share") financing of 2,173,900 Common Shares of the Company at a price of $13.80 per Common Share resulting in gross proceeds of $29,999,820 (the "Offering"). The Offering was led by Haywood Securities Inc. and included Research Capital Corp. (collectively the "Underwriters").
In addition, the Underwriters fully exercised their over-allotment option to purchase additional Common Shares from the Company and, accordingly, an additional 326,100 Common Shares, at a price of $13.80 per Common Share were issued for additional gross proceeds of $4,500,180, increasing the gross proceeds of the Offering to $34,500,000.
The Common Shares issued pursuant to the private placement are subject to a four month hold period from the date of closing of the Offering under applicable securities laws expiring November 6, 2007.
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.
The Common Shares offered have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
This news release does not constitute an offer to sell securities, nor is it a solicitation of an offer to buy securities, in any jurisdiction. All sales will be made through registered securities dealers in jurisdictions where the offering has been qualified for distribution. The securities offered are not, and will not be, registered under the securities laws of the United States of America, nor any state thereof and may not be sold in the United States of America absent registration in the United States or the availability of an exemption from such registration. This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities in the United States.
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
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.
NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
For further information please contact:
Nigel A Friend, CFO
+255 (0)22 2138737
Peter Clutterbuck, President and CEO
+255 (0)22 2138737