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Fjord Defence Group ASA

Investor Presentation May 26, 2021

3569_rns_2021-05-26_c4c2dee9-507d-447f-a3cd-f9cf063a0c8d.pdf

Investor Presentation

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Axxis Geo Solutions

First quarter 2021 Ronny Bøhn, CEO and Nils Haugestad, CFO

26 May 2021

Disclaimer

  • The information in this presentation has been prepared by Axxis Geo Solutions ASA ("AGS" or the "Company"). By attending the meeting where this presentation is made, or by reading the presentation slides, you agree to be bound by the following limitations and provisions:
  • This presentation has been prepared by the Company based on information available as of the date hereof. By relying on this presentation you accept the risk that the presentation does not cover all matters relevant of an assessment of an investment in the company.
  • No representation or warranty (expressed or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, none of the Company, any advisor or any such persons' officers or employees accepts any liability whatsoever arising directly or indirectly from the use of this presentation. The information herein is subject to change, completion, supplements or amendments without notice.
  • The presentation is based on the economic, regulatory, market and other conditions as in effect on the date hereof, and may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. It should be understood that subsequent developments may affect the information contained in this document, which neither the Company nor its advisors are under an obligation to update, revise or affirm.
  • This complete presentation is for informational purposes only and does not constitute an offer to sell shares in of the Company. This presentation is not a prospectus, disclosure document or offering document and does not purport to be complete. Nothing in this presentation should be interpreted as a term or condition of the Transaction. The presentation is strictly confidential and may bot not be reproduced or redistributed, in whole or in part, to any other person.
  • This presentation has not been reviewed or approved by any regulatory authority or stock exchange. The (re)distribution of this presentation and/or any prospectus or other documentation into jurisdictions other than Norway may be restricted by law. This presentation does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire any securities offered by any person in any jurisdiction in which such an offer or solicitation is unlawful. Neither this presentation nor anything contained herein shall form the basis of any contract or commitment whatsoever. Persons into whose possession this presentation comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such restrictions.
  • The contents of this presentation are not to be construed as legal, business, investment or tax advice. Each recipient should consult with its own legal, business, investment and tax adviser as to legal, business, investment and tax advice.
  • Any investment in the Company involves inherent risks and is suitable only for investors who understand the risks associated with this type of investment and who can afford a loss of all or part of the investment. Investors should carefully review the summary of risk factors set out in the following slides before making any investment decision.
  • The presentation and any purported liability in connection with it is subject to Norwegian law and is subject to the exclusive jurisdiction of the Norwegian courts.

Financial restructuring: platform for transformation and growth in place

  • Financial restructuring in place
  • Company offers a solid platform for growth and new business opportunities
  • − Significant debt reduction and additional equity infusion
  • − Solid liquidity
  • We will continue to streamline current activities to remain agile and maintain our asset light and low fixed-cost strategy
  • Focus on upcoming opportunities
  • − OBN project in the North Sea with expected start-up late June
  • − Looking to extract the full value of our high-quality data library

Financial restructuring: platform for transformation and growth in place (continued)

  • Court-protected reconstruction filed 16 February 2021
  • Reconstruction confirmed 30 April 2021 by District Court of Ringerike, Asker and Bærum
  • − 106 of 110 creditors voted in favor of plan; 98% of claims eligible to vote supported the reconstruction
  • − Voluntary agreements reached with creditors in subsidiaries not party to reconstruction
  • − Approximately USD 6 million in cash payments and 424 million shares to be issued to creditors
  • − Equity private placement of NOK 144.5 million for 1,445 million new shares
  • Subject to no appeals, the reconstruction plan will become legally binding 1 June 2021; cash payments will be made and shares issued within 14 working days thereafter
  • Company considering a repair offering of up to 200,000,000 new shares at NOK 0.10 per share to eligible shareholders (see release 3 May 2021 for key information)
  • − Awaiting prospectus approval expected late June or early July
  • − Available to holders of record as of 4 May 2021
  • Agreement reached for sale of Neptune Naiad and related seismic equipment

Pro forma capitalization

(USD millions) 31 March 21 Adjustments
arising from
reconstruction
activities1
Adjustments
resulting from sale
of property, plant
and equipment
Adjustments
arising from
financing
activities1, 2
Pro forma
31 March 21
Cash 4.3 -6.1 15.2 13.5
Bond Loan 24.1 -24.1 0.0
Eksportkreditt 1.2 -1.2 0.0
Loan agreements 9.6 -9.6 0.0
TGS agreement 6.9 -1.0 5.9
Trade payables and other current liabilities 22.5 -13.7 8.8
Total 64.3 -49.5 0.0 0.0 14.8
Shareholders Equity -14.4 43.5 -4.5 15.2 39.8

1 Pro forma table incorporates transaction costs related to restructuring and financing activities.

2 Effects of potential repair issue is not included in proforma calculation.

  • TGS maturity extended to 31 March 2023
  • Trade payables and other current liabilities primarily consist of seismic data processing charges and tax liabilities

Pro forma shares outstanding

Pro forma shares 31 March 2021 Number of shares %
Ordinary shares as of 31.03.2021 58 821 018 3.1%
Converted shares 424 399 458 22.0%
Private placement 1 445 000 000 74.9%
Pro forma shares 1 928 220 476 100.0%

Agenda

Financials

I

II

III

IV

Operations/business overview

Summary

AGS: A leading ocean bottom node company

Managing seismic cycles

Flexible cost structure to address market cycles

Tender and pipeline overview

Continued impact of the Covid-19 pandemic but improving tendering activity and pipeline into 2022

Multi-client approach

Focused efforts in prolific basis world-wide

  • Strategic efforts in key areas suited for multi-client and infrastructure-led exploration (ILX)
  • Established cooperation with large MC companies (project generation, funding, sales, cost/revenue sharing)
  • Recurring revenue from «ultimate» seismic data with very high quality and value
  • Project driven, opportunistic approaches in combination with contact work gives improved visibility and "degrees of freedom" in planning

Utsira multi-client project

Largest OBN multi-client survey in the Norwegian North Sea

Near-term opportunities are driven by several existing discoveries

Project description

  • Superior imaging, high resolution OBN multiclient seismic survey in the North Sea, covering appx. 1,600 sqkm in the mature Utsira high area, acquired in 2018 & 2019
  • Several producing fields, commercial discoveries and prospects
  • − Investments around production hubs for rapid and robust field development is considered attractive
  • − The Utsira program was fully processed in September 2020
  • − Two small data sales announced in Q4-20
  • Near term opportunities are driven by existing discoveries inside the survey area
  • The OBN data is already licensed and used by the operator Equinor, with potential partner uplifts
  • 50/50 ownership and revenue share with TGS

Gulf of Suez multi-client project

Attractive revenue opportunities from late sales

AGS receives 60% of all new late sales licensing agreements

Project description

  • WesternGeco ("WG") Gulf of Suez OBN multiclient phase 2 consist of approximately 291 km2 of 3D coverage
  • − AGS and WG have a multi-client late sales revenue share arrangement in this area of the program
  • The objective is to image oil and gas fields complicated geological and geophysical conditions
  • This part of the Gulf of Suez is considered a mature production region, but with recent discoveries such as ENI's 2019 Sidri South
  • WG is handling marketing and sales activities, and AGS will receive a net revenue share of 60% of all new late sales licensing agreements up to an amount of USD 13.7 million
  • Data processing expected to be completed in Q3-2021, with subsequent marketing efforts

First quarter segment financial review

  • The company had no projects during the quarter
  • Revenues from Covid-19 compensation of USD 0.8 million
  • EBITDA of negative USD 1.7 million
  • EBIT of negative USD 4.7 million

First quarter segment P&L

Financials segment overview

In USD million In USD million

Revenue EBITDA and EBIT

-4 -5 -2 -7 -9 -5 -10 -5 Q120 Q220 Q320 Q420 Q121 EBITDA EBIT

Segment financial position (pre restructuring)

31 March 2021

USD millions

Assets
Multi-client library 34
PP&E 11
Other current assets
Cash
Equity and liability
Equity -14
Interest bearing debt 35
Accounts payable 14
Other current liabilities 16

SUMMARY

Financial restructuring in place

Strong liquidity

Solid platform for growth and new business opportunities

Agile asset-light operation with low fixed cost

Focus on extracting full value of data libraries

Seismic market showing signs of improvement

US Office

14511 Old Katy Road Suite 150 Houston, TX 77079 United States

+1 281 810 2550

Norway Office Strandveien 50 1366 Lysaker Norway

+47 480 95 555

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