Update on financing

23 Jun 2022 09:13 CEST

Ålesund, 23 June 2022:

As already reported on 22 June 2022 Golden Energy Offshore Services AS (“GEOS”
or the “Company”) is working on securing financing for the payments to be made
under the hire-purchase bare-boat agreements for the vessels Energy Empress and
Energy Duchess with ROC. The agreement providing an extension with ROC was
signed by the parties shortly after being reported by the Company 22 June 2022.

The Company has now secured a senior secured bridge loan (the “Bridge Loan”)
enabling the Company to make the down payments of USD 2,000,000 per vessel to be
made to ROC by 28 June 2022. The Company has further received and accepted an
uncommitted finance offer (the “Finance Offer”) from a leading alternative
capital provider (the “Finance Provider”) representing an attractive opportunity
for the Company to build a solid platform for further development and future
growth. Subject to execution of a definitive financing agreement and obtaining
necessary shareholder approval as described below, the Finance Offer provides
the Company with long term financing and access to additional capital to take
advantage of the expected improving market. The Finance Offer includes, but is
not limited to, a tranche for payment of the Company’s obligations towards ROC
and a repayment of the Bridge Loan. The Finance Offer, if utilized in full,
amounts in total to USD 45,000,000 with a final maturity after 5 years. Interest
is payable partly in cash and partly in kind (PIK). The Finance Offer also
includes an accordion option in the amount of USD 35,000,000 which may be made
available for future growth opportunities.

The Finance Offer is non-binding and subject to agreement on a definitive
financing documentation and customary conditions. The Company and the Finance
Provider have agreed to work towards finalizing the necessary documentation, due
diligence requirements and other steps required as soon as practically possible.
If successfully completed, the financing will result in the Company being fully
financed.

As part of the terms of the Bridge Loan the Company has, subject to shareholder
approval, agreed to issue 4,000,000 warrants in connection with the issuance of
the Bridge Loan (the “Bridge Loan Warrants”). It is further a condition to
drawdown of any tranches under the Finance Offer that the Finance Provider shall
for nil consideration receive warrants which shall after adjustments for the
Bridge Loan Warrants give the Finance Provider a right to subscribe for up to
such number of ordinary shares in the Company representing 50.0% of all the
outstanding ordinary shares of the Company (on a post-issuance and fully diluted
basis) as at the exercise date. The exercise price for all warrants required to
be issued will be the par value of the shares at the time of exercise. It is
required customary anti-dilution mechanisms. The Company will shortly summon an
extraordinary general meeting to consider and resolve the issuance of such
warrants.

Should the offered financing result in a binding commitment and the Company
satisfy the conditions for drawdown, including the issuance of the aforesaid
warrants, the Company will following drawdown repay the Bridge Loan and pay its
balance obligations under the hire-purchase agreements with ROC. The Company is
considering its working capital requirements and may resolve to issue equity to
strengthen its working capital or for other general corporate purposes. An
equity offering is not a condition under the Finance Offer and no decision has
yet been made regarding such offering.

Should the Company fail to obtain a binding agreement and satisfy the conditions
to drawdown, such failure may have a detrimental effect to the Company.

For further Information

Per Ivar Fagervoll
CEO

+47 97428884
pif@geoff.no

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