Orca Energy Group Inc. Announces Commencement of Substantial Issuer Bid Up to C$40 Million - Seite 2

Holders of Class A Shares will be entitled to participate in the Offer. Class A Shares taken up by Orca will be converted into Class B Shares on a one-for-one basis immediately prior to take up. Only those Class A Shares proposed to be taken up by Orca will be converted into Class B Shares on a one-for-one basis immediately prior to take up.

The Offer is not conditional upon any minimum number of Class B Shares being tendered to the Offer, but is subject to other conditions and Orca reserves the right, subject to applicable laws, to withdraw or amend the Offer, if, at any time prior to the payment of deposited Class B Shares, certain events occur. Orca intends to fund any purchases of Shares pursuant to the Offer from cash on hand.

As of today, Orca has 24,387,460 Class B Shares and 1,750,495 Class A Shares issued and outstanding. Shaymar Limited ("Shaymar") holds 1,741,975 Class A Shares and 4,694,870 Class B Shares, which in the aggregate represent approximately 99.51% and 19.25% of all issued and outstanding Class A Shares and Class B Shares, respectively, and an aggregate of 66.56% of the total voting rights of the Company. Shaymar has advised the Company that it intends to tender approximately 4,694,870 Class B Shares to the Offer.

Orca expects to promptly mail to Shareholders the formal offer to purchase, issuer bid circular, letter of transmittal, notice of guaranteed delivery and other related documents (the "Offer Documents") containing the terms and conditions of the Offer, instructions for tendering Shares, and the factors considered by Orca and its Board of Directors in making its decision to approve the Offer, among other things. The Offer Documents have been filed with the applicable Canadian securities regulators and are available free of charge on Orca's SEDAR profile at www.sedar.com.

Orca's Board of Directors has approved the making of the Offer and the purchase price for Class B Shares. However, none of Orca, its Board of Directors nor the depositary makes any recommendation to any Shareholder as to whether to deposit or refrain from depositing any Shares under the Offer. Shareholders are urged to evaluate carefully all information in the Offer, consult their own financial, legal, investment and tax advisors and make their own decisions as to whether to deposit Class B Shares under the Offer and, if so, how many such Shares to deposit and at what price or prices.