Fjord Defence Group ASA

Regulatory Filings • Mar 3, 2022

Carbon Transition announces divestiture of its seismic node on a rope business for a consideration of up to USD 12 million

Carbon Transition announces divestiture of its seismic node on a rope business for a consideration of up to USD 12 million

Oslo, 3 March 2022

Further to the announcement on 25 August 2021 (https://newsweb.oslobors.no/message/540604) where Carbon Transition commenced a review of strategic alternatives with respect to the company’s seismic node on a rope business, the company is pleased to announce an agreement to sell this business to Magseis Fairfield ASA. In light of Carbon Transition’s new strategic direction, we believe our node on a rope operation will be more optimally utilized as a part of the Magseis Fairfield system and thereby maximize the market potential of the node on a rope equipment.

The sale does not include the multiclient business of Carbon Transition and the company thereby retains the full upside of the Utsira and the Gulf of Suez multiclient surveys. As evident through recently announced multiclient sales to several parties, the market for our multiclient library has significantly improved the last few months and we expect significant cash flow from this asset going forward.

Following the sale of the node on a rope business, Carbon Transition will be a company with low cash burn and financial investments in attractive businesses. The sale will allow the company to fully focus on maximizing returns from the attractive multiclient library in tandem with growing its presence in the energy transition space.

The transaction with Magseis Fairfield is structured based on an earnout model. Carbon Transition will receive USD 0.5 million at closing and will additionally receive earnout payments over a three-year period conditioned on the utilization of the equipment acquired. The earnout payments are capped at a maximum of USD 12.0 million and have a minimum payment clause of USD 1.5 million, subject to certain milestones.

The completion of the transaction remains subject to customary closing conditions which is expected to be lifted by 31 March 2022.

SpareBank 1 Markets acted as M&A advisor to Carbon Transition ASA.

For further information, please contact:

Nils Haugestad, Interim CEO & CFO

nils.haugestad@carbn.no

+47 977 04 439

About Carbon Transition ASA

Carbon Transition ASA ("CARBN") is an investment company listed on Euronext Expand. CARBN has a strategy to invest in companies and technologies which contribute to significant reductions of carbon emissions. The company may also invest more broadly in the "energy transition" space. CARBN has a legacy seismic business operating under the name Axxis Geo Solutions, with both an ocean-bottom seismic contract business and a multi-client data library.

More information on www.carbn.no