TORTOLA, British Virgin Islands, Jan. 24, 2020 (GLOBE NEWSWIRE) -- Orca Exploration Group Inc. (“Orca” or the “Company” and includes its subsidiaries and affiliates) (TSX-V: ORC.A, ORC.B) announced today the authorization of a substantial issuer bid, the outcome of its strategic review process, and its focused strategy to grow an integrated gas business in Africa.

Outcome of Strategic Review Process

With the assistance of its financial advisor, RBC Capital Markets, the special committee (the "Special Committee") of the board of directors of the Company (the "Board of Directors") completed a thorough review of the options available to the Company to maximize shareholder value.  As part of the strategic review, the Special Committee considered and evaluated a substantial issuer bid, a secondary listing of the Company’s shares on another exchange, a reorganization of the Company’s share capital, a secondary offering of the Company’s outstanding shares, and the acquisition of the Company or other arrangement, merger transaction or business combination with another company resulting in asset and/or jurisdiction diversification and a larger, more liquid market, for the equity of the combined company.

Based on the alternatives available to the Company, the Special Committee has recommended, and the Board of Directors has concluded, that it is in the best interests of the Company and its shareholders to continue operating as an independent company with a view to enhancing value to its shareholders through a balanced approach, focused on:

  1. Return of Capital: The return of retained cash to shareholders in the form of share repurchases and/or dividends.
     
  2. Value Maximization of the Songo Songo Production Licence: The continued value maximization and monetization of the Company’s rights to develop the Songo Songo natural gas field in Tanzania; and

  3. Sustainable Growth: Strategic reinvestment utilizing the Company’s core competency to develop a sustainable, integrated gas business in Africa with accretive returns.

In conjunction with the announcement of this strategy, the Company intends to return a portion of its excess cash to shareholders through a substantial issuer bid. See “Return of Capital and Announcement of Substantial Issuer Bid” below.  The Company also plans to introduce a dividend policy in the first half of 2020 providing for regular dividends determined on an annual basis, and will assess from time-to-time incremental returns of capital to shareholders relative to the merits of available investment opportunities.

Nigel Friend, Chief Executive Officer, commented:

“We are pleased to have concluded the strategic review process. On the back of our strong performance in 2019, it is now the right time to return a portion of our retained cash back to shareholders through a substantial issuer bid. The prudent management of capital and regular distributions to our shareholders will continue to be a core part of our strategy.

We believe that the decision to focus on generating material returns for shareholders via organic growth and strategic reinvestment of retained capital into other African gas opportunities, will enable the Board of Directors and management to deliver accretive value to shareholders going forward.

Given the strength of Orca’s operations and the Company’s balance sheet, we are well placed to deliver on the agreed mandate outlined by the strategic review process.”

Return of Capital and Announcement of Substantial Issuer Bid

During 2019, Orca completed a normal course issuer bid (“NCIB”) for the purchase of its Class B Subordinated Voting Shares (the “Class B Shares”). Under the NCIB, the Company purchased 933,028 Class B Shares at a weighted average price of CDN$6.43 for an aggregate consideration of CDN$6 million.

The Company also paid a special dividend of CDN$0.60 per share in February 2018 and three quarterly dividends in 2019 totaling CDN$0.17 per share.  In addition, a dividend of CDN$0.06 per share has been declared and is payable on 31 January 2020. Upon payment of this 31 January 2020 dividend, the Company will have returned approximately CDN$29 million in dividends to shareholders in the last two years.

The Company announced today that the Board of Directors has authorized management to finalize the terms and conditions for a substantial issuer bid of up to CDN$50 million pursuant to which the Company will offer to purchase a portion of its Class B Shares (the “Offer”). The Company anticipates that the Offer will commence during the next two weeks and will be completed before the end of the first quarter of 2020. The Company intends to fund the Offer from current cash resources.

Under the Offer, which remains subject to the recommendation of the Special Committee and Board of Directors approval, shareholders will have the opportunity to tender their shares through a modified Dutch auction tender. The Offer will not be conditional upon any minimum number of shares being tendered and will be subject to conditions customary for transactions of this nature.

Assuming the Offer is fully subscribed and completed, the Company will have distributed approximately CDN$85 million in dividends and share buybacks since February 2018.

This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell the Company’s shares. The Offer referred to in this news release has not yet commenced. The solicitation and the offer to buy the shares will only be made pursuant to a separate issuer bid circular which will contain full details of the Offer, be filed with the Canadian securities regulatory authorities and mailed to the Company’s registered shareholders.

Maximizing the Value of the Songo Songo Production Licence

2019 was a successful year for the Company’s operation in Tanzania.  The highlights include:

  • An increase in 2019 sales volumes to 63.1 million standard cubic feet per day (“MMscfd”) (2018: 39.9 MMscfd).  In Q4 2019, sales volumes averaged 70.8 MMscfd (Q4 2018: 44.8 MMscfd). The weighted average sales price for 2019 gas deliveries was US$4.38 per thousand cubic feet (“mcf”) (2018: US$5.17/mcf).  In Q4 2019, the weighted average sales price was US$4.24/mcf (Q4 2018: US$4.31/mcf).
  • The signing of a gas sales agreement with Tanzania Petroleum Development Corporation for up to 20 MMscfd (and subsequently increased to 30 MMscfd, with the increased volumes being supplied on a reasonable endeavours basis) to be processed and transported to Dar es Salaam through the National Natural Gas Infrastructure (“NNGI”).  The NNGI processing plant on Songo Songo Island has a gas processing capacity of 140 MMscfd.
  • The installation, testing and commissioning of a refrigeration unit on the Songas gas processing facility that is operated by the Company.  The addition of the refrigeration unit has increased the volumes that can be transported from the field to Dar es Salaam through the Songas facilities (which are operated by Orca on behalf of Songas) to 97 MMscfd.
  • Capital expenditures for 2019 were US$4.2 million (2018: US$5.8 million). For 2020, capital expenditures are forecasted at US$50.3 million which includes the design and installation costs of a compression unit for the Songas gas processing facility, debottlenecking the flow-line infrastructure, and estimated costs to workover certain wells and other expenditures on the Company's downstream network.
  • The receipt of US$61.6 million during 2019 from the electricity utility, the Tanzanian Electricity Supply Company, against 2019 invoices for deliveries of US$50.6 million. These excess payments reduced the long-term receivable from TANESCO for prior years’ unpaid gas deliveries to US$47.5 million at December 31, 2019 (December 31, 2018: US$58.5 million). The current TANESCO receivable at December 31, 2019 was nil (December 31, 2018: nil).
  • Cash and short-term investments totaled US$138.7 million at December 31, 2019 (December 31, 2018: US$131.5 million).

The financial highlights described above relating to sales volumes, sales prices, capital expenditures, revenues, cash receipts, receivables, and cash and short-term investments are management estimates only, are unaudited and have not been reviewed by our auditors.

It is anticipated that there will continue to be strong demand for the Songo Songo field's natural gas through to the end of the Production Sharing Agreement (“PSA”) on 11 October 2026.  Demand growth will be driven primarily by the installation of new gas fired power generation capacity and increased consumption from the existing industrial base. While the timing is not yet confirmed, the additional generation at Kinyerzi near Dar es Salaam is expected to commence in the third quarter of 2020, building up to 185MW combined cycle generation capacity in the fourth quarter of 2020.

To sustain current levels of production beyond 2020, it will be necessary to install compression facilities to optimize throughput capacity of the Songas facilities over the remaining term of the PSA and underlying licence. Failure to incorporate compression would lead to a significant loss in production through the Songas facilities as field pressure declines below the level required to deliver gas to the power sector in Dar es Salaam and our industrial customers over time.  On 23 December 2019, a Letter of Instruction was signed with an international contractor with significant presence and experience in Tanzania for the commencement of detailed engineering and design for the compression project.  A definitive agreement for the project is expected to be signed by the end of February 2020 on a fixed price, turnkey basis.  It is forecast that compression will be operational by the end of 2021 and cost approximately US$38 million of which US$34.2 million is forecasted to be spent in 2020.

Orca is evaluating the merits of conducting three workovers on the onshore wells, namely SS-3, SS-4 and SS-10.  SS-3 and SS-4 are owned by Songas and are currently shut-in. A decision on the timing and scope of the workovers is subject to the approval of the Board of Directors and agreement with Songas and will likely to be taken by the end of Q2 2020. A cost of US$13.1 million has been included in the 2020 budget for the three workovers. A portion of this cost is expected to be recovered from third parties. In the meantime, the Board of Directors has approved debottlenecking the flow-line infrastructure to increase production potential from the SS-10 and SS-11 wells (both of which are owned by the Company) at an estimated cost of US$1.3 million to be incurred in 2020.

It is estimated that Orca will need to invest approximately US$80.2 million in debottlenecking, compression and workovers to sustain and meet the anticipated gas demand profile over the remaining term of the PSA.  The Board of Directors has approved US$39.3 million of this forecasted capital expenditure amount (US$35.5 million for 2020 and US$3.8 million for 2021).  Orca intends to recover investments of sustaining capital from net revenues under the cost recovery mechanism in the PSA.

The Government of Tanzania is currently reviewing for potential renegotiation the terms of all existing licences and related production sharing agreements for the exploration, development and production of oil and gas in Tanzania.  While the details or outcome of this review are not yet known, the Government of Tanzania has previously indicated it will present the relevant parties with its conclusions and plans during the first half of 2020.  This may result in the Government seeking to re-negotiate the terms of our existing PSA.

As at 30 June 2019, the Company had best estimate (unrisked) contingent resources of 683 Bcf remaining (risked:341 Bcf) within the Songo Songo licence acreage that may be accessed through the drilling of new gas wells and the construction of flowlines to the gas processing infrastructure on Songo Songo Island, or processed and transported through the NNGI, assuming the term of the Songo Songo licence and PSA are extended.  See Orca's news release dated November 6, 2019 entitled "Orca Announces Independent Natural Gas Resource Report" for more details.  While Orca is keen to extend the PSA beyond 2026 with a view to continuing to support Tanzania’s economic and industrial development, Orca will only agree to changes to the PSA and commitments to further investment in the field where the Songo Songo licence and PSA are extended on acceptable terms and there is a clear path to monetizing the gas with returns that are superior to other investment opportunities available to the Company.

Focused Strategy to Grow the Company’s Integrated Gas Business in Africa

Orca’s success has been built on the development and operation of its Songo Songo gas field in Tanzania, its midstream infrastructure and a downstream distribution network that transports and distributes low pressure gas to industrial consumers.  This project remains one of the few integrated gas projects in sub- Saharan Africa.

One of Orca's objectives moving forward is to replicate the success of this project elsewhere in Africa and become one of the leading African developers and operators of natural gas resources for domestic consumption.  It is envisaged that a focused strategy targeting the consolidation of African gas assets will generate improved liquidity in Orca’s equity.

There have been some significant gas discoveries across Africa in the last 10 years, primarily in Mozambique, Tanzania, Ghana, Senegal and Mauritania.  Given the size of these discoveries, it is likely they will be commercialized primarily through Liquid Natural Gas (“LNG”) projects that will see the export of gas to world markets.  Orca intends to focus on proven gas resources that do not meet the LNG threshold, and, therefore commercialization will be focused on selling the gas into local domestic markets.

Africa has extensive untapped resources and latent energy demand. Its population is expected to increase by over 60% to 2.1 billion by 2040; one-in-two people added to the global population between today and 2040 is projected to be African.1  The continent’s urban population is set to grow by more than half a billion over that period which is expected to fuel significant economic growth and energy demand.2

It is estimated that 595 million people in Africa do not have access to electricity. Furthermore, most energy in sub-Saharan Africa (excluding South Africa) is used for cooking, which accounts for 70% of total final consumption.3 Solid biomass is the major source of energy used to meet cooking energy needs, the burning of which has material adverse environmental and social impacts.  With plentiful solar, hydro and natural gas potential, Africa has a unique opportunity to develop and diversify its energy supply in an efficient and environmentally sound manner.

Natural gas is considered a transitional fuel that will facilitate and support the development of renewable energy sources.  It is the only thermal fuel that is expected to increase its market share of energy demand over the period to 2040.4  While there has been a significant decrease in the availability of finance for oil and coal projects, it is expected that projects focussed on increasing the consumption of natural gas in Africa will be well supported given it generates lower carbon emissions compared to other thermal fuels and there are significant social benefits from delivering economic growth and prosperity to the continent through the development of indigenous natural gas resources.

During 2019, the Company built-out its business development team and capabilities and evaluated several investment opportunities, including potential business combinations.  Orca intends to focus on acquiring and developing proven gas resources, or merging with entities that have existing gas production, in countries where there is robust market demand for natural gas.  It is anticipated that developments would be project-financed once the gas reservoirs are proven to a level that supports the signing of a long-term gas sales agreements with credit-worthy customers.  Orca would undertake detailed evaluation of all investment opportunities to ensure that capital is allocated to the most accretive projects.  This includes further returns to shareholders where it is considered that the Company trades at a significant discount to its net asset value.  Disciplined capital allocation, diversification and increased liquidity are central to Orca’s growth strategy.

Response to Swala Oil & Gas

As a part of the strategic review process and in consultation with its legal and financial advisors, the Special Committee carefully reviewed and considered the non-binding proposal (“Proposal”) from Swala Oil & Gas (Tanzania) plc (“Swala”). As a part of the review, Orca’s financial advisor engaged with Swala’s management, financial advisor, and financing sources to understand the details and plan outlined in the Proposal. Following that review, the Special Committee determined, and the Board of Directors agreed, that the Proposal did not constitute a basis for engaging in further dialogue with Swala. The primary reasons for this decision include:

  1. The Proposal is highly conditional, subject to financing uncertainty and remaining due diligence and significant uncertainty in the timing and ability to successfully announce and close the transaction; and
     
  2. The Proposal undervalues Orca and its future prospects and the majority of the consideration offered under the proposal is funded through Orca’s cash on hand.

Swala, through its indirect minority equity ownership in Orca’s affiliate, has detailed non-public information relating to Orca’s Tanzanian assets and, together with Orca’s publicly disclosed information, has sufficient information to make a fully-funded proposal which does not rely upon further fundamental due diligence. Additionally, the Proposal does not adequately address the tax and regulatory requirements of Tanzanian authorities that may have to be complied with in order for the transaction set out in the Proposal to be completed.   

Under the Proposal, Swala sought to finance the purchase of Orca Shares by utilizing Orca’s cash resources at the time of approximately US$145.7 million and entering into US$75 million of new term loans secured against Orca’s future cash flows.  It also should be noted that the Proposal does not include any cash equity financing from Swala, but instead relies on Orca's cash, debt financing and Swala equity which has a relatively illiquid trading market. Swala is listed on the Dar es Salaam Stock Exchange with a market capitalization of approximately US$22.5 million. Swala’s most recent audited financial statements were filed on 19 December 2019 for the year ended 31 December 2018. In the Basis for Adverse Opinion section, KPMG (Swala's auditor) states “in our opinion the Group and Company [Swala Oil and Gas (Tanzania) Public Limited Company] cannot be considered to be a going concern and thus the preparation of its consolidated and separate financial statements on a going concern basis is inappropriate”.

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.

Risk Factors

Orca's material change report dated January 24, 2020 contains a more complete discussion of the factors that could affect the Company's future performance and industry in which it and its subsidiaries and affiliates operate.  Before making an investment decision related to Orca, readers should consider and read carefully all of the risks and uncertainties described in such material change report, those described below and Orca's other disclosure documents and any reports, statements or other information that Orca files with the securities regulatory authorities in each of the provinces of Canada, copies of which can be accessed on our website at www.orcaexploration.com and under our issuer profile at www.sedar.com.

Industry and Other Information

This news release includes information regarding the industry and the geographies in which the Company operates and competes.  Certain economic and industry data and forecasts used in this news release were obtained from internal surveys, market research, governmental and other publicly available information, independent industry publications and reports or other information prepared by industry consultants. These generally state that the information contained therein has been obtained from sources believed to be reliable.  The Company believes that the information and data from such third party sources contained in this news release, including those derived from public sources, are reliable.  However, such information and data have not been independently verified by the Company or its directors, officers, employees or advisors, and none of them bears any liability for the accuracy or completeness of such information or data.

Elsewhere in this news release, statements regarding demand growth for Orca's natural gas production are not based on published statistical data or information obtained from independent third parties, but are based solely on the Company’s experience and knowledge, its internal studies and estimates and its own investigation of economic and industry conditions.

Forward Looking Information

Certain information regarding Orca set forth in this press release contains forward-looking 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. These statements are only predictions and actual events or results may differ materially. Although the Company’s 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.

In particular, statements relating to "resources" are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions that the resources described exist in the quantities predicted or estimated, and that the resources described can be profitably produced in the future. Additional forward-looking statements in this press release include statements regarding:

  • Orca's new strategy and its intended benefits to the Company and shareholders, including value maximization of the Songo Songo Production Sharing Agreement, sustainable growth, and returns of capital (including the aggregate amounts returned to shareholders);
  • Orca's intention to implement a dividend policy and the timing thereof;
  • Orca's intention to undertake the Offer and the terms thereof (including the timing for launch and completion of the Offer);
  • The Songo Songo Development Licence and the Songo Songo Production Sharing Agreement, including an extension and/or renegotiation thereof and the terms on which Orca might agree to such extension or renegotiation;
  • Expectations regarding the timing and results of the Government of Tanzania's review of all existing licences and related production sharing agreements for oil and gas;
  • expectations regarding future development of resources and the Songo Songo field;
  • expectations regarding demand for natural gas and the implications of increasing demand;
  • expectations regarding installation of new gas fired generation capacity and the timeline for operation of the proposed new 185 MW gas fired generation facility at Kinyerezi 1;
  • Orca's expectations of capital expenditures required to maintain and optimize its production capacity, including compression facilities, workovers, and debottlenecking projects and their anticipated costs and results;
  • the Company's capital expenditure and development plans; and
  • Orca's growth strategy to grow its integrated gas business in Africa, including becoming one of the leading African developers and operators of natural gas resources for domestic consumption through a focus on proven gas resources that don't meet the LNG threshold, expectations regarding population growth and demand for natural gas, the types of transactions that Orca would engage in, how it would finance its growth and projects, and the results and benefits of such strategy.

Additionally, statements regarding resources are subject to the assumption that there will be an extension of the Songo Songo Development Licence and that Orca will receive an extension of the Songo Songo PSA. Orca has not yet applied for such an extension and no guarantee can be made that: such application will be made; if such application is made, an extension will be granted; or if an extension is granted what the terms of such extension will be and their impact on Orca's business and operations.

These forward-looking statements are subject to numerous risks and uncertainties, including but not limited to risks and uncertainties regarding or associated with:

  • the Offer, including but not limited to:

° the Offer not occurring as expected;
° any failure of any condition to the Offer;
° the extent to which shareholders elect to tender their shares under the Offer;
° the Company having sufficient financial resources and working capital following completion of the Offer;
° the market for the Company's shares following completion of the Offer being materially less liquid than the market that exists at the time the Offer is commenced;
° the Offer launching and/or being completed on time; and
° the Company's success in anticipating and managing the foregoing factors;

  • drilling wells, including the costs of drilling and whether development drilling results in commercially productive quantities of oil and gas;
  • the terms of Orca's future petroleum contracts, including potential obligations to drill wells and declare discoveries in order to retain Orca's exploration and production rights;
  • Orca's local operational dependence and focus of its existing contracts;
  • Orca's future control over its licence areas and facilities, including its status as operator thereof, and the timing and extent of costs in association therewith;
  • estimations of reserves and the present value of future net revenues derived from them;
  • Orca's dependency on its management and technical team;
  • Orca's business plan including the additional capital required to execute on it;
  • commercializing Orca's interests in any hydrocarbons produced from future licence areas;
  • Orca's ability to access appropriate equipment and infrastructure in a timely manner;
  • the exploration and production of oil and natural gas, including but not limited to drilling and other operational and environmental risks and hazards;
  • severe weather including but not limited to tropical storms and hurricanes;
  • disagreements with TPDC regarding certain of Orca's rights and responsibilities under the Songo Songo PSA;
  • the geographic location of Orca's current and future licences in Africa and factors generally associated with foreign operations or arising from factors specifically affecting the areas in which Orca operates or may operate;
  • the political and economic circumstances in the countries in which Orca operates;
  • technological development;
  • activism against oil and exploration and development;
  • limitations on insurance coverage;
  • Orca's operations in a litigious environment;
  • global populism;
  • Orca's future capitalization which may include additional indebtedness;
  • acquisitions and the integration of any target entity or business into Orca's current business;
  • cybersecurity and data breaches;
  • disease;
  • share price volatility and dilution;
  • Orca's controlling shareholder and its control over key decision making as a result of its control of a majority of the voting rights attached to Orca's issued and outstanding securities;
  • Orca's status as a holding company that's ability to declare and pay dividends and purchase its own securities is dependent upon the receipt of funds from Orca's subsidiaries by way of dividends, fees, interest, loans or otherwise;
  • 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;
  • competition;
  • lack of availability of qualified personnel;
  • risks related to obtaining required approvals of regulatory authorities;
  • risks associated with negotiating with governments and other counterparties;
  • fluctuations in foreign exchange or interest rates;
  • risks associated with obtaining an extension to the Songo Songo PSA and related licence or successfully renegotiating them;
  • changes in income tax laws or tax rates;
  • ability to access sufficient capital from internal and external sources;
  • associated with the failure of counterparties to perform under the terms of their contracts, including collectability of Orca's receivables from such parties;

and other factors, many of which are beyond the control of the Company. Readers are cautioned that the foregoing list of factors is not exhaustive.

Although the forward-looking statements contained in this press release are based upon assumptions which management believes to be reasonable, Orca cannot assure investors that actual results will be consistent with these forward-looking statements.  Readers are cautioned not to place undue reliance on forward-looking statements included in this press release, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur. With respect to forward-looking statements contained in this press release, Orca has made assumptions regarding, among other things: continued and timely development of infrastructure in areas of new production; obtaining an extension to the Songo Songo PSA and related licence on terms acceptable to Orca; accuracy of estimates of Orca's resource volumes; availability of skilled labour; availability of transactions to facilitate Orca's growth strategy; growth of demand and consumption of natural gas in Tanzania and throughout Africa; timing and amount of capital expenditures; the impact of increasing competition; conditions in general economic and financial markets; effects of regulation by governmental agencies; receipt of partner, regulatory and community approvals; future operating costs; effects of regulation by governmental agencies; that Orca will have sufficient cash flow or equity sources or other financial resources required to fund its capital and operating expenditures and requirements as needed including pursuant to its growth strategy; 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. There are a number of assumptions associated with the development of the evaluated areas, including continued performance of existing wells, future drilling programs and performance from new wells, the growth of infrastructure, well density per section, and recovery factors and development necessary involves known and unknown risks and uncertainties, including those risks identified in this press release. Orca believes the material factors, expectations and assumptions reflected in the forward-looking information are reasonable but no assurance can be given that these factors, expectations and assumptions will prove to be correct.

Management has included the above summary of assumptions and risks related to forward-looking information provided in this press 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 press 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 press release are expressly qualified by this cautionary statement.

1 Source: International Energy Agency, Africa Energy Outlook 2019
2 Source: International Energy Agency, Africa Energy Outlook 2019
3 Source: International Energy Agency, Africa Energy Outlook 2019
4 Source: BP Energy Outlook: 2019 edition