Orca Energy Group Announces Definitive Agreement to Divest Tanzanian Business

• On April 13, 2026, Orca Energy Group Inc. announced a definitive Share Purchase Agreement to sell 100% of its Tanzanian subsidiary (PAE PanAfrican Energy Corporation) for a nominal cash price of US$10.00.
• The buyers are Taifa Gas Tanzania Limited (49%) and Amber Energy Investment L.L.C‑FZ (51%).
• Orca retains rights to pre-closing dividends, 50% of extraordinary income between signing and closing, and the ability to repay intra-group amounts before closing.
• Closing is subject to regulatory approvals in Tanzania, shareholder approval, TSX Venture Exchange acceptance, and release from IFC guarantees.
• The Board concluded the Tanzanian assets have "no material residual value" due to net asset position, government ownership of geological data, transfer of fixed assets upon license expiry (Oct 2026), and contingent tax liabilities.
• This follows a series of capital return events including a C$2.00 special dividend in February 2026 and regular quarterly dividends.

• Strategic Alignment: The divestiture aligns with the strategy announced on February 9, 2026, where management stated there was "no compelling business case to reinvest" excess cash and highlighted ongoing arbitration with the Tanzanian government.
• Risk Mitigation: Selling the asset removes exposure to significant contingent tax liabilities and legal disputes (e.g., the US$17.9M contractor liability confirmed in February 2026).
• Value Realization: The nominal sale price of US$10 confirms the Board's assessment that the operating assets have no residual value, validating the aggressive capital return program ($122.9 million returned to shareholders as of Feb 2026) over retaining a depreciating asset base.
• Market Expectation: Given the February special dividend and the January reserves report (57% decline in 1P reserves), this transaction is viewed as an expected administrative conclusion to the wind-down rather than a surprise catalyst.
• Conclusion: The news is Routine - Positive as it executes a previously signaled plan, removes operational risk, and crystallizes the exit from a high-risk jurisdiction without altering the fundamental capital return thesis already priced in during February.

• Company: Orca Energy Group Inc. is an energy company focused on natural gas production in Tanzania.
• Flagship Project: Songo Songo field (Tanzania). The company holds 100% of PAET's gross reserves following the July 2023 repurchase of Swala's stake.
• Development Status: Mature producing asset with declining reserves. Production in 2025 was 26.2 Bcf. License expires October 2026, limiting long-term valuation.
• Operations: The company is currently transitioning from an operating entity to a wind-down vehicle following the April 13 divestiture announcement.