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@orcaexploration.com

Blaine Karst, CFO
bkarst@orcaexploration.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@orcaexploration.com

Blaine Karst, CFO
bkarst@orcaexploration.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@orcaexploration.com

Blaine Karst, CFO
bkarst@orcaexploration.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@orcaexploration.com

Blaine Karst, CFO
bkarst@orcaexploration.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@orcaexploration.com

Blaine Karst, CFO
bkarst@orcaexploration.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.