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As previously disclosed, Orca entered into the Proposed Transaction through a Sale and Purchase Agreement with the Purchasers on April 10, 2026, pursuant to which Orca agreed to sell all of the outstanding shares of PAE PanAfrican Energy Corporation, Orca’s Mauritian holding subsidiary, through which Orca indirectly owns PanAfrican Energy Tanzania Limited (“PAET”). On October 5, 2026, the FCC issued a notice to PAET and the Purchasers prohibiting the merger application relating to the Proposed Transaction. On October 15, 2026, the FCC provided PAET and the Purchasers the reasons for prohibiting the Proposed Transaction (the “FCC Decision”). Following review of the FCC Decision and discussions among the Company, PAET, and the Purchasers, on October 20, 2026, the Purchasers filed an appeal of the FCC Decision with the Fair Competition Tribunal of Tanzania, the appellate body responsible for reviewing FCC rulings.
