Orca Energy Group Inc. ("Orca" or "the Company" and includes its subsidiaries and affiliates) announced its audited financial results for the fourth quarter ("Q4 2024") and year ended December 31, 2024. All dollar amounts are in United States dollars unless otherwise stated.
Revenue increased by 51% for Q4 2024 and by 1% for the year ended December 31, 2024 compared to the same prior year periods. Certain volumes were supplied as Protected Gas (defined below) prior to July 31, 2024. After the termination of Protected Gas after July 31, 2024, those volumes were instead supplied as Additional Gas (defined below). These volumes, which were delivered to Songas Limited ("Songas") in August, September and October 2024 and for which the Company did not receive compensation, have not been recognized in revenue in 2024. These unrecognized gross revenues include 80.5% of sales to Songas in the amount of $6.2 million.
On October 30, 2024, PanAfrican Energy Tanzania Limited ("PAET"), a wholly-owned subsidiary of the Company, was advised by Songas that the Interim Power Purchase Agreement ("PPA") between Tanzania Electric Supply Company Limited ("TANESCO") and Songas would expire on October 31, 2024, and that it was unknown if a new PPA would be entered into. At midnight on October 31, 2024 Songas shut down the Songas Power Plant. In the event that a new PPA is not entered into, there is a possibility that the Songas Power Plant will be shut down indefinitely. To date the Songas Power Plant remains shutdown. This has adversely impacted demand for production volumes from the Songo Songo gas field.
Gas delivered and sold decreased by 3% for Q4 2024 and by 15% for the year ended December 31, 2024 compared to the same prior year periods. During 2024, Tanzania's Julius Nyerere Hydropower Project ("JNHPP") commenced commercial operations, with progressive commissioning of 5 turbines allowing peak output of over 700 MW. Combined with the early onset of the wet season and rainfall well above seasonal averages for the period, hydro power generation and the Songas Power Plant shutdown have been the primary factors in reduced gas liftings for the power sector.
On April 14, 2023, PAET formally requested Tanzanian Petroleum Development Corporation ("TPDC") apply for an extension of the Songo Songo Development License (the "License"). TPDC is contractually required to make this application promptly upon a request by the Company. There are currently no certainties on the timing, nature and extent of any such extensions. Until such extension has been finalized, a high degree of uncertainty exists with respect to the extent of the Company’s operating activities subsequent to October 2026, when the License is set to expire. In November 2024, TPDC submitted the application for the extension of the License to the Ministry of Energy ("MoE"), however, being uneconomical, the Company informed TPDC that it did not agree with the terms as submitted. Having declined to address PAET’s concerns itself, TPDC has refused to rescind and resubmit the application and has advised PAET to raise any issues directly to the MoE. Our Counsel subsequently submitted a letter to the MoE, requesting a meeting to address the issues, to date we haven’t had a response.
On April 15, 2024, contrary to the terms of the Gas Agreement and Production Sharing Agreement (the "PSA") and in violation of Pan African Energy Corporation (Mauritius) ("PAEM") and PAET’s expectations, the Permanent Secretary of MoE wrote to TPDC, copying PAET and Songas, directing TPDC to “ensure that Protected Gas continues to be produced to the end of the Development Licence on 10th October 2026”. Consistent with that instruction, TPDC took the position that Protected Gas should continue despite the parties’ contractual agreement that Protected Gas ceased after July 31, 2024.
PAET, TPDC and Tanzania Portland Cement PLC ("TPCPLC") subsequently agreed to the terms of the Supplementary Gas Agreement ("SGA") to sell volumes after July 31, 2024 as Additional Gas, which, prior to August 1, 2024, were supplied as Protected Gas. TPCPLC has fully paid the Company $10.4 million of the receivable outstanding as at December 31, 2024.
Following cessation of Protected Gas after July 31, 2024, despite the absence of an executed contract to do so, Songas continued to lift gas volumes in August, September and October 2024, at an average rate of 20.2 MMcfd. On September 23, 2024, the Company was notified by Songas that it acknowledges it had lifted this volume, but due to TPDC’s refusal to approve a Gas Sales Agreement for this Additional Gas, they would elect to pay for only 19.5% of such volumes. This accords with the payment arrangements for Complex Additional Gas (defined below). Payments were made on this basis by Songas in Q4 2024, in the amount of $1.9 million representing 19.5% of the total invoiced amount of $9.7 million.
On August 7, 2024, PAET and PAEM issued a notice of dispute ("Notice of Dispute") in respect of an investment treaty claim against the GoT for breach of the Agreement on Promotion and Reciprocal Protection of Investment between the Government of the Republic of Mauritius and the GoT ("BIT"), and a contractual dispute against the Government of Tanzania ("GoT") and TPDC, for breaches of the: (i) PSA, and (ii) the Gas Agreement. Initial meetings with both the Advisory and Coordinating Committees were held during the week of October 14, 2024 without any resolution on the key issues in dispute. The matters have been further referred to the relevant entity’s chief executive officers and working groups in accordance with the dispute resolution process. Discussions continued with meetings held in March 2025 . Further updates on this matter will be made as appropriate.
In February 2025, the Company received a judgment (the "Judgment") from the Tanzanian High Court (Commercial Division) (the "Court") for a claim brought by a contractor against PAET. The claim was brought by the contractor for losses arising from PAET's termination of a contract relating to the Company's 3D seismic acquisition program. The contract was signed in 2022 and works were due to be completed by the end of 2022. However, work only commenced in 2023 and was never completed. Pursuant to the Judgment, the Court ordered specific and general damages in the aggregate of $23.1 million, plus legal costs and interest at a rate of 7% per annum be paid by PAET to the contractor. PAET respectfully disagrees with the Judgement and has initiated the appeal process. PAET was required to post security for the full amount of the Judgment until the appeal is resolved. The Company has recognised the resulting liability in 2024 based on the Judgement applied. The Company has initiated the appeal process, and if successful in that process, a reversal would be recognized in earnings at that time.
The well intervention operations on SS-7 have now concluded. The work program, following a complex mobilization to Songo Songo Island, sought to restore the mechanical integrity of the well to shutoff water production in order to restart production from the southern compartment of the Songo Songo gas field. Following several remedial cement treatments to shut off the lower water producing zone and reperforation of the upper Neocomian sands, limited and unsustained gas flows were observed. The Company, in line with its contingency plans, set a cement plug above the Neocomian interval and perforated the shallower Cenomanian sands. Having completed all possible downhole work, and after an unsuccessful attempt to produce gas from the Cenomanian sands, the Company ceased well intervention operations and demobilized the barge and jack-up from the SS-7 site. The total expected project cost has increased to $25.9 million from $23.5 million, primarily as a result of the significant attempts required to shut off water and reproduce the well. A comprehensive post project analysis will be carried out to evaluate the intervention results, which have not met production expectations. During the year, the Company recorded an asset impairment expense of $25.9 million with respect to the SS-7 well workover program.
The Company completed a production and saturation logging program in three wells: SS-3, SS-10 and SS-5. Results indicate that the wells and field are performing in line with expectations, and have been used to update longer term reservoir management plans. The total expected program cost increased to $2.2 million from $1.3 million.
Net loss attributable to shareholders amounted to $21.6 million for the year ended December 31, 2024 compared to net income attributable to shareholders of $7.0 million for the same prior year period. In Q4 2024, the Company recorded an asset impairment expense of $25.9 million with respect to the SS-7 well workover program and a loss allowance of $21.7 million with respect to the ongoing litigation relating to the Judgment in the High Court of Tanzania.
Net cash flows from operating activities decreased by 37% for Q4 2024 and by 44% for the year ended December 31, 2024 compared to the same prior year periods. The decrease for the year ended December 31, 2024 over the comparable prior year period is mainly a result of changes in non-cash working capital.
Capital expenditures increased by 635% for Q4 2024 and by 244% for the year ended December 31, 2024 compared to the same prior year periods. The capital expenditures in 2024 primarily related to the well workover program. The capital expenditures in 2023 primarily related to the initial costs of the well workover program and the 3D seismic acquisition program.
The Company exited the period with $21.9 million in working capital (December 31, 2023: $67.3 million), cash and cash equivalents of $90.1 million (December 31, 2023: $101.6 million) and long-term debt of $ nil (December 31, 2023: $30.0 million). Cash held in hard currencies (USD, Euro, GBP, CDN) was $87.1 million, as at December 31, 2024 (December 31, 2023: $60.4 million). The decrease in long-term debt is related to a repayment of principal of $10.0 million in April 2024 and October 2024, representing the fourth and fifth semi-annual repayments of the Company’s long-term debt as well as maturing of the outstanding loan principal.
Subsequent to December 31, 2024, the Company fully prepaid the $60 million investment (the "Loan") made by International Finance Corporation ("IFC") in PAET, pursuant to a loan agreement dated October 29, 2015 between the IFC, PAET and the Company (the "Loan Agreement"). To effect the foregoing prepayment, the Company paid to IFC $30.6 million, representing the aggregate outstanding principal of the Loan together with all accrued interest thereon and all other amounts owing in connection with the Loan as of February 21, 2025. As of the date hereof, the annual variable participating interest granted by PAET to the IFC under the terms of the Loan Agreement remains outstanding.
As at December 31, 2024, the current receivable from TANESCO was $12.7 million (December 31, 2023: $5.9 million). The TANESCO long-term receivable as at December 31, 2024 and as at December 31, 2023 was $22.0 million and has been fully provided for. Subsequent to December 31, 2024, the Company has invoiced TANESCO $14.5 million for Q1 2025 gas deliveries. TANESCO has paid the Company $24.2 million to date which relate to the outstanding amount at December 31, 2024 and payments for a portion of Q1 2025 gas deliveries
Total working interest proved conventional natural gas reserves ("1P") and total proved plus probable conventional natural gas reserves ("2P") decreased by 53% and 56%, respectively, as at December 31, 2024 compared to the prior year. The decrease was primarily attributed to 26.7 Bcf of production in 2024 and 18.1 Bcf of negative technical revisions. The technical revisions were primarily due to lower forecasted gas sales to the end of the License attributed to increased hydro power use in Tanzania and the removal of Proved Undeveloped reserves due to the unsuccessful well intervention on SS-7. The net present value of lower reserves and estimated future cash flows from 2P reserves at a 10% discount rate decreased by 45% compared to the previous year mainly as a result of lower reserves at year end 2024 and the associated 33% reduction in the number of years outstanding on the current License.
We currently forecast average Additional Gas sales for 2025 to be in the range of 70-72 MMcfd for the full year which is estimated to be 4% lower than 2024. Given the uncertainty associated with the extension of the License, capital allocations for development projects will be minimal during 2025 and limited to the implementation of essential safety and maintenance matters only.
Jay Lyons, Chief Executive Officer, commented:
“Orca remains committed to Tanzania and wants to play a key role in Tanzania’s power generation strategy for the foreseeable future. Although demand for power in Tanzania is growing rapidly, surpassing the country’s current capacity, Orca has been unable to agree with the Government of Tanzania and TPDC with regard to securing a license extension for the Songo Songo gas field.
Given the limited time remaining on the License, and the lack of a resolution on an extension, Orca has limited capital spending to only essential safety and maintenance activities. At this current moment, further investment is not commercially viable unless the License is extended. Therefore, in order to preserve shareholder value, Orca has focused on reducing costs, operating efficiently, and minimizing expenditures.
There are currently no certainties on the timing, nature and extent of any such extensions. Until such extension has been finalized, a high degree of uncertainty exists with respect to the extent of the Company’s operating activities subsequent to October 2026. The Company is prepared to invest further in Tanzania. However, this investment depends on resolving the License extension and achieving a sustainable commercial framework. Without a resolution, Orca must act to protect the interests of its shareholders, even as it continues to support Tanzania’s long-term energy goals.”
The Company's complete Audited Consolidated Financial Statements and Notes and Management's Discussion & Analysis for the year ended December 31, 2024 may be found on the Company’s website www.orcaenergygroup.com or on the Company's profile on SEDAR+ at www.sedarplus.ca.