Orca Exploration Group Inc. Announces Commencement of Substantial Issuer Bid Up to CDN$50 Million

TORTOLA, British Virgin Islands, Jan. 28, 2020 (GLOBE NEWSWIRE) -- Orca Exploration Group Inc. ("Orca" or the "Company" and includes its subsidiaries and affiliates) (TSX-V: ORC.A, ORC.B) today is commencing its previously announced substantial issuer bid pursuant to which the Company will offer to purchase for cancellation up to CDN$50 million of its Class B Subordinate Voting Shares ("Class B Shares") for cash (the "Offer"). The Offer will expire at 5:00 p.m. (Toronto time) on March 4, 2020, unless extended, varied or withdrawn by Orca. All dollar amounts are in Canadian dollars.

The Offer is being made by way of a "modified Dutch auction", allowing shareholders of the Company ("Shareholders") who choose to participate in the Offer to individually select the price, within a price range of not less than CDN$6.50 and not more than CDN$7.50 per Class B Share (in increments of CDN$0.05 per Class B Share), at which they will tender their Class B Shares to the Offer. Upon expiry of the Offer, Orca will determine the lowest purchase price (which will not be more than CDN$7.50 and not less than CDN$6.50 per Class B Share) that will allow it to purchase the maximum number of Class B Shares properly tendered to the Offer, and not properly withdrawn, having an aggregate purchase price not exceeding CDN$50 million.

Holders of Class B Shares and Class A Common Shares ("Class A Shares" and together with the Class B Shares, "Shares") of the Company who wish to participate in the Offer will be able to do so through: (i) an auction tender in which they will specify the number of Shares being tendered at a price of not less than CDN$6.50 and not more than CDN$7.50 per Class B Share in increments of CDN$0.05 per Class B Share; or (ii) a purchase price tender in which they will agree to have a specified number of Shares purchased at the purchase price to be determined pursuant to the auction (the "Purchase Price") and have their Shares considered as having been tendered at the minimum price of CDN$6.50 for the purposes of determining the Purchase Price. Shareholders who validly deposit Shares without specifying the method in which they are tendering their Shares will be deemed to have made a purchase price tender, understanding that those Shares will be considered to have been tendered at the minimum price of CDN$6.50 per Class B Share. All Shares tendered at or below the finally determined Purchase Price will be purchased, subject to proration and "odd lot" priority, at the same Purchase Price determined pursuant to the terms of the Offer. Shares that are not purchased, including Shares tendered pursuant to auction tenders at prices above the Purchase Price, will be returned to Shareholders.