Orca Energy Group Inc. Announces Normal Course Issuer Bid

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Orca Energy Group Inc.

TORTOLA, British Virgin Islands, July 5, 2022 (GLOBE NEWSWIRE) — Orca Energy Group Inc. (“orca“or the”society“) (TSX-V: ORC.A, ORC.B) announces its intention to launch a normal course issuer bid (the “Offer“) for the purchase of its Class B Subordinate Voting Shares (“Class B Shares“) through the facilities of the TSX Venture Exchange (the “Swap“) and alternative trading systems in Canada.

Purchases made under the Offer will not exceed 500,000 Class B Shares, or approximately 2.75% of the total Class B Shares outstanding as of July 4, 2022. In accordance with Exchange policies, purchases in part of the offer will begin on July 11. 2022 and will continue until the earlier of the purchase of the maximum number of Class B Shares under the Offer and July 11, 2023. Pursuant to the Company’s Articles of Incorporation, holders of Class A Voting Ordinary (“Class A Shares“) in the capital of Orca may convert their Class A Shares into Class B Shares on a one-for-one basis, and at any time thereafter may participate in the Offer.

Purchases under the Offer will be made by Research Capital Corporation (“Capital Research“) on behalf of the Company. Purchases will be made by Research Capital within the parameters prescribed by the Exchange and applicable securities laws.

Orca has made the Offer because it believes that, at times, the price of the Company’s Class B Shares on the Exchange does not fully reflect the underlying value of the Company’s business. Orca believes that its purchase of Class B Shares under the Offer is in the best interests of the Company and its shareholders.

Orca Energy Group Inc.

Orca is an international public company engaged in the exploration, development and supply of natural gas in Tanzania through its subsidiary PanAfrican Energy Tanzania Limited. Orca trades on the TSX Venture Exchange under the symbols ORC.A and ORC.B.

Neither the TSX Venture Exchange nor its Regulation Services 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 statements

This press release contains forward-looking statements or information (collectively, “forward-looking statements”) within the meaning of applicable securities laws. In particular, this press release contains, without limitation, forward-looking statements regarding the following: the Company’s plans to purchase Class B Shares under the Offer; and Orca’s belief that the purchase of Class B Shares under the Offer is in the best interests of the company and its shareholders. Although management believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievements, as such expectations are inherently subject to significant business, economic , operational, competitive, political and social and contingencies. Therefore, actual results may differ materially from those anticipated in the forward-looking statements.

These forward-looking statements involve important known and unknown risks and uncertainties, some of which are beyond the Company’s control, and many factors could cause the Company’s actual results to differ materially from those expressed or implied by the statements. forecasts made by the Company. , including, but not limited to: the risk that Orca does not purchase the maximum number of Class B Shares or Class B Shares under the Offer; the risk that the expected benefits of the Offer will not be realized; the political and economic circumstances of the countries in which Orca operates; the effect of pandemics on the Company’s business and financial condition; share price volatility and dilution; 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; lack of availability of qualified personnel; ability to access sufficient capital from internal and external sources; failure of counterparties to perform the terms of their contracts; and other factors, many of which are beyond the Company’s control. Accordingly, the actual results, performance or achievements of the Company could differ materially from those expressed or implied by such forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated in such forward-looking statements will will occur or occur, or if any of them occur, what benefits the Company will derive. Readers are cautioned that the above list of factors is not exhaustive.

These forward-looking statements are based on certain assumptions made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors that the Company deems appropriate in the circumstances. , including, but not limited to the ability of the Company to realize the benefits of the Offer; that the Company will have sufficient cash flow, debt or equity sources or other financial resources necessary to fund its capital and operating expenditures and requirements as needed; that the Company will have adequate funding to continue its operations; that the Company will successfully negotiate the agreements; receipt of regulatory approvals; commodity prices will not deteriorate significantly; future capital expenditures; general economic and financial market conditions; that Orca’s conduct and operating results will meet its expectations; current or, as the case may be, proposed industry terms, laws and regulations will survive or as intended, as described herein; and other topics.

The forward-looking statements contained in this press release are made as of the date hereof, and Orca undertakes no obligation to publicly update or revise any forward-looking statements or information, whether as a result of new information, events future or otherwise, unless such is the case. required by applicable securities laws.

CONTACT: For further information please contact: Jay Lyons Chief Executive Officer [email protected] +1-403-651-7701 Lisa Mitchell Chief Financial Officer [email protected] +44-7808-639958
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