Orca Announces Quarterly Dividend and Approval of Dividend Policy - Seite 2

The Company is a holding company, and its subsidiaries and affiliates own all of its assets and conduct all of its operations. Accordingly, Orca's ability to declare and pay dividends will be dependent on the generation of cash flow by the Company's subsidiaries and their ability to make such cash available to Orca, by dividend, debt repayment or otherwise. The Company's subsidiaries and affiliates may not be able to, or may not be permitted to, make distributions to enable the Company to make payments in respect of dividends. Each subsidiary and affiliate is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit the Company's ability to obtain cash from our subsidiaries and affiliates. The terms of outstanding loan agreements and local laws limit the ability of the Company's subsidiaries to pay dividends and distribute funds to the parent companies. If the Company does not receive distributions from its subsidiaries, it may be unable to pay dividends. In addition, the ability of the Company's subsidiaries to make payments to Orca may be constrained by, among other things: (i) the level of taxation, particularly corporate profits and withholding taxes, in the jurisdictions in which they operate; and (ii) the introduction of foreign exchange and/or currency controls or repatriation restrictions that impact the availability of hard currency to be repatriated. If the Company does not receive distributions from its subsidiaries, it may be unable to pay dividends.

Further, any decision to pay further dividends on the Class A Shares and Class B Shares will be subject to the discretion of the Board of Directors and may depend on a variety of factors, including the Company's earnings, financial position, financial requirements and other conditions existing at such future time including, without limitation, satisfaction of the solvency tests imposed on the Company under applicable corporate law. The actual amount, the declaration date, the record date and the payment date of any dividend are subject to the discretion of the Board of Directors.

Before making an investment decision related to Orca, readers should consider and read carefully all of the risks and uncertainties described in the Company's material change report dated January 24, 2020, those described herein, 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.orcaenergygroup.com and under our issuer profile at www.sedar.com.