Orca Energy Group has agreed to divest its entire Tanzanian gas operations to a consortium led by Taifa Gas Tanzania Limited and Amber Energy Investment L.L.C-FZ for a nominal purchase price of USD 10. Amber Energy will take a 51% stake and Taifa Gas the remaining 49%, transferring full operating control of the Songo Songo gas field to a domestic-led group after more than two decades of Canadian-listed ownership.

The transaction covers PAE PanAfrican Energy Corporation, Orca's Mauritian holding vehicle, and its operating subsidiary PanAfrican Energy Tanzania, which has run the Songo Songo field since 2004 under a production sharing agreement with the Tanzania Petroleum Development Corporation and the Government of Tanzania. The field sits roughly 15 kilometres offshore from Songo Songo Island, around 200 kilometres south of Dar es Salaam, and currently supplies approximately 54% of Tanzania's daily gas production.

Orca's board cited a combination of legal exposure and licence uncertainty as the rationale for the exit. The original development licence, granted in 2001 with an initial 25-year term, expires in October 2026, and Orca said significant uncertainty surrounded its extension. The company is also dealing with three ICSID arbitration claims filed in August 2025, alongside contingent tax liabilities and potential arbitration costs. Its board ultimately concluded the assets carried no material residual value once those liabilities were taken into account, and that "preserving cash for shareholder distributions" justified the divestiture.

The buyer group inherits substantial infrastructure rather than a development-stage asset. Songo Songo has a production capacity of 165 million standard cubic feet per day, proved-and-probable reserves of 293 billion cubic feet, a 110 mmcf/day gas processing facility, a 25-kilometre offshore pipeline, and a 207-kilometre onshore pipeline that delivers gas to power generation plants and industrial customers in Dar es Salaam.

For Tanzania, the deal marks one of the largest single transfers of upstream energy operations into domestic ownership since the country opened its hydrocarbons sector to foreign operators in the late 1990s. It also resolves, at least in form, the protracted disputes that had developed between Orca and the Tanzanian government over tax and licensing terms. Rostam Azizi, chairman of Taifa Group, framed the transaction in those terms, calling it "a pivotal moment for Tanzania" and arguing that "greater Tanzanian ownership builds on those benefits, deepens industrial capacity and keeps profit in country, creating wealth for everyone." Orca chairman David Ross said the company saw in the buyer group "the operating presence, sector focus and long-term commitment to Tanzania" required for the next phase of the asset.

The transaction is conditional on Tanzania Fair Competition Commission approval, clearance from the Petroleum Minister, simple-majority shareholder approval at a special meeting, TSX Venture Exchange acceptance, and the release of International Finance Corporation guarantees. Major Orca shareholder Shaymar Limited has indicated it will vote in favour.