/NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES OR TO UNITED STATES NEWS WIRE SERVICES./
TSX-V: ORC.A, ORC.B
TORTOLA, British Virgin Islands, Aug. 20 /CNW/ - Orca Exploration Group Inc ("Orca" or the "Company") announces that it is proceeding with its previously announced rights offering to shareholders of Orca (the "Rights Offering"). Pursuant to the Rights Offering:
- each holder of a Class B Subordinated Voting share ("Class B Share")
on September 2, 2010 (the "Record Date") will receive one right
("Right") for each Class B Share held and six Rights will entitle the
holder to subscribe for one Class B Share at a price of Cdn$3.90; and
- each holder of a Class A Common share ("Class A Share") on the Record
Date will receive one Right for each Class A Share held and six
Rights will entitle the holder to subscribe for one Class B Share at
a price of Cdn$3.90.
Details of the Rights Offering are described in the Rights Offering Circular to be mailed to shareholders in connection with the Rights Offering (the "Rights Offering Circular").
Based on the number of issued and outstanding Class B Shares and Class A Shares as of the date hereof, pursuant to the Rights Offering, approximately 4,955,687 Class B Shares may be issued which represents approximately 17% of the currently issued and outstanding Class B Shares.
The record date for the Rights Offering has been set at the close of business on September 2, 2010. The Rights will expire at 4:00 p.m. (Toronto time) on October 5, 2010. Orca has received conditional approval for listing of the Rights and the Class B Shares to be issued upon exercise of the Rights on the TSX Venture Exchange (the "TSXV"). Completion of the Rights Offering is subject to receiving all necessary regulatory and TSXV approvals. For full details of the Rights Offering please see the Rights Offering Circular which is available on SEDAR at www.sedar.com.
If all of the Rights are exercised, Orca will receive gross proceeds of $19,327,179 and net proceeds of approximately $18,727,179 after deducting expenses of the Rights Offering. The completion of the Rights Offering is not conditional upon Orca receiving any minimum amount of subscriptions from shareholders.
The funds will be primarily used to drill the Songo Songo West exploration prospect in Tanzania in the latter half of 2011 as well as to drill Elsa-2 appraisal well in Italy once the new environmental code is fully understood. In addition, some of the funds will be allocated to the development of energy infrastructure in East Africa through the newly formed division of Orca, EastCoast Transmission and Marketing.
Haywood Securities is acting as Soliciting Agent and Haywood Securities and GMP Securities are acting as Joint Advisers to the Company in relation to the rights issue.
Orca is an international public company engaged in natural gas exploration, development and supply in Tanzania, oil exploration in Italy and the acquisition of an additional new oil exploration opportunity in another proven hydrocarbon basin. Orca trades on the TSXV under the trading symbols ORC.B and ORC.A.
Note Regarding Forward Looking Statements
This document contains forward-looking statements. More particularly, this document contains statements concerning the proceeds to be realized from the Rights Offering and the use of proceeds therefrom.
Although Orca believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Orca can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, risks that required regulatory and third party approvals and consents are not obtained on terms satisfactory to the parties or the board of directors of Orca determines that it would be in the best interests of Orca to deploy the proceeds for some other purpose.
The forward-looking statements contained in this press release are made as of the date hereof and Orca undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
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.
SOURCE Orca Exploration Group Inc.
For further information: For further information: W. David Lyons, Chairman and CEO, +44-7717-100-200, email@example.com; Nigel A. Friend, CFO, +255 (0)22 2138737, firstname.lastname@example.org