Electromagnetic Geoservices ASA

Share Issue/Capital Change • Apr 16, 2018

EMGS: Announcement of terms of Rights Issue and the Bond Issue

EMGS: Announcement of terms of Rights Issue and the Bond Issue

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, TO U.S. NEWS WIRE SERVICES, IN OR INTO THE UNITED STATES, AUSTRALIA,

CANADA, JAPAN, HONG KONG, SINGAPORE OR ANY OTHER JURISDICTION IN WHICH THE

DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. FURTHER RESTRICTIONS ARE APPLICABLE.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS RELEASE.

Reference is made to the press release published by Electromagnetic Geoservices

ASA ("EMGS" or the "Company") dated 2 March 2018 wherein it was announced that

the Independent Board proposed the Comprehensive Refinancing; consisting of the

Rights Issue (raising gross proceeds of between USD 10.0 and 12.5 million,

whereof USD 10.0 million is underwritten) and the Bond Issue (raising gross

proceeds of USD 32.5 million, fully underwritten).

Reference is further made to the EGM of the Company held on 23 March 2018,

wherein the Comprehensive Refinancing was approved by the Company's

shareholders.

The Independent Board has today approved the final terms of the Rights Issue.

The Rights Issue will comprise an offering of a minimum of 31,632,654 and a

maximum of 39,540,816 new shares, at a subscription price of NOK 2.45,

representing a discount to the theoretical ex-rights price (TERP) of

approximately 10 per cent based on the Company's average closing share price of

NOK 2.842 for week 15 and the maximum number of new shares to be issued.

The gross proceeds of the Rights Issue will be used for general corporate

purposes.

The Rights Issue and the Bond Issue will be carried out on the basis of a

prospectus (the "Prospectus") to be approved by the Financial Supervisory

Authority of Norway. The Prospectus is expected to be published on or about 20

April 2018. Any subscription for shares in the Rights Issue and / or bonds in

the Bond Issue should only be made on the basis of the Prospectus.

The Rights Issue

The Rights Issue Subscription Rights (as defined below) will be listed and

tradable on Oslo Børs under the ticker "EMGS S" on or about 20 April 2018 at

09:00 CET. Assuming listing takes place on 20 April 2018, the Subscription

Rights will be tradable until 2 May 2018 at 16:30 CET.

The Rights Issue will be directed towards the shareholders of the Company as of

17 April 2018 (the "Inclusive Date"), as registered in the Norwegian Central

Security Depository (VPS) (the "CSD") on 19 April 2018 (the "Record Date") who

are not resident in a jurisdiction where such offering would be unlawful, or for

jurisdictions, other than Norway, that require any filing, registration or

similar action (the "Rights Issue Eligible Shareholders").

Each Rights Issue Eligible Shareholder will be granted 0.43247 subscription

rights (the " Rights Issue Subscription Rights") for every one (1) share in the

Company registered as owned in the CSD on the Record Date. One Rights Issue

Subscription Right will, subject to applicable securities law, give the holder

the right to subscribe for and be allocated one new share in the Company in the

Rights Issue. Acquired Rights Issue Subscription Rights will give the same right

to subscribe for and be allocated new shares as Rights Issue Subscription Rights

held by Eligible Shareholders on the basis of their registered holdings as of

the Record Date. Oversubscription is allowed. Subscription without Rights Issue

Subscription Rights is not permitted.

A portion of the Rights Issue equal to a maximum amount equal to the NOK

equivalent of USD 10 million is underwritten by Siem Investments Inc.,

Perestroika AS, and RWC European Focus Master Inc (each an "Underwriter" and,

together, the "Underwriters"), all major shareholders in the Company.

The underwriting is regulated by underwriting agreements entered into between

the Company and the respective Underwriters on or about 8 March 2018 (the

"Underwriting Agreements"). According to the Underwriting Agreements, each of

the Underwriters have, severally, and not jointly, and on a pro rata up to the

maximum amount undertaken by each of them, undertaken to subscribe for the new

shares not subscribed for during the subscription period. The underwriting

obligation of each Underwriter does not include a guarantee for the payment by

any subscriber or any other Underwriter of their subscription amount in the

Rights Issue. The Underwriters will receive a guarantee commission of 1.5 per

cent of their guaranteed amount, subject to completion of the Rights Issue or,

as the case may be, certain other events. Each Underwriter's obligation will be

reduced on a share for share basis with the number of new shares subscribed for

in the Rights Issue and allocated to it.

The Rights Issue Subscription Rights are expected to have an economical value.

Please note that Rights Issue Subscription Rights that are not used to subscribe

for new shares before the end of the Subscription Period or sold before 16:30

CET on 2 May 2018 will lapse without compensation and consequently be of no

value. Holders of Rights Issue Subscription Rights (whether granted or acquired)

should note that subscriptions for new shares must be made in accordance with

the procedures set out in the Prospectus.

The Bond Issue

The Bond Issue is directed towards shareholders in the Company as of the

Inclusive Date, as registered in the CSD on the Record Date) who are not

resident in a jurisdiction where such offering would be unlawful, or for

jurisdictions, other than Norway, that require any filing, registration or

similar action and (the "Bond Issue Eligible Shareholders"). This subscription

right is non-transferrable and conditional on the Bond Issue Eligible

Shareholder holding a number of shares in the Company which corresponds (pro

rata) to a minimum number of bonds equivalent to a minimum investment (rounded

down to the nearest whole number of bonds) of USD 10,000. To be able to meet

this minimum investment threshold, shareholders will need to hold a minimum of

28,132 shares in the Company. Shareholders who whish to participate in the Bond

Issue and do not currently meet this threshold will need to buy additional

shares in the marketplace at the latest within 17 April 2018.

The conversion price for the convertible bonds to be issued under the Bond Issue

is based on the subscription price in the Rights Issue. With the subscription

price determined by the Independent Board, the conversion price for the

convertible bonds will be USD 0.42677 per share (corresponding to NOK 3.30750).

Oversubscription is permitted. Subscription without being a Bond Issue Eligible

Shareholder is not permitted.

The Bond Issue is fully underwritten up to the maximum amount of USD 32.5

million by the Underwriters. The underwriting is regulated by the Underwriting

Agreements. According to the Underwriting Agreements, each of the Underwriters

have, severally, and not jointly, and on a pro rata basis and up to the maximum

amount undertaken by each of them, undertaken to subscribe for bonds in the Bond

Issue not subscribed for during the subscription period. The underwriting

obligation of each Underwriter does not include a guarantee for the payment by

any subscriber or any other Underwriter of their subscription amount in the Bond

Issue. The Underwriters will receive a guarantee commission of 1.0 per cent of

their guaranteed amount, subject to completion of the Bond Issue or, as the case

may be, certain other events. Each Underwriter's obligation will be reduced on a

bond-by-bond basis with the number of bonds subscribed for under the Bond Issue

and allocated to it.

The convertible bonds issued under the Bond Issue will have a subscription price

of USD 100 per bond, equal to the par value of each convertible bond.

The Company's shares will be traded exclusive of the right to receive Rights

Issue Subscription Rights and the right to subscribe for convertible bonds under

the Bond Issue on 18 April 2018.

DNB Registrar's Department acts as receiving agent in connection with the Rights

Issue and the Bond Issue. Advokatfirmaet Wiersholm AS acts as legal advisor to

the Company.

For further information, please contact:

Hege Veiseth, CFO, +47 99 21 67 43

About EMGS

EMGS, the marine EM market leader, uses its proprietary electromagnetic (EM)

technology to support oil and gas companies in their search for offshore

hydrocarbons. EMGS supports each stage in the workflow, from survey design and

data acquisition to processing and interpretation. The Company's services enable

the integration of EM data with seismic and other geophysical and geological

information to give explorationists a clearer and more complete understanding of

the subsurface. This improves exploration efficiency and reduces risks and the

finding costs per barrel.

EMGS operates on a worldwide basis with offices in Trondheim, Oslo, Houston,

Villahermosa, Rio de Janeiro and Kuala Lumpur.

For more information, visit www.emgs.com

Important information:

The release is not for publication or distribution, in whole or in part directly

or indirectly, in or into Australia, Canada, Japan, Hong Kong, Singapore or the

United States (including its territories and possessions, any state of the

United States and the District of Columbia).

This release is an announcement issued pursuant to legal information

obligations, and is subject of the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act. It is issued for information

purposes only, and does not constitute or form part of any offer or solicitation

to purchase or subscribe for securities, in the United States or in any other

jurisdiction. The securities mentioned herein have not been, and will not be,

registered under the United States Securities Act of 1933, as amended (the

"Securities Act"). The securities may not be offered or sold in the United

States except pursuant to an exemption from the registration requirements of the

Securities Act. The Company does not intend to register any portion of the

offering of the securities in the United States or to conduct a public offering

of the securities in the United States. Copies of this announcement are not

being made and may not be distributed or sent into Australia, Canada, Japan,

Hong Kong, Singapore or the United States. The issue, exercise, purchase or sale

of subscription rights and the subscription or purchase of shares in the Company

are subject to specific legal or regulatory restrictions in certain

jurisdictions. Neither the Company nor the Receiving Agent assumes any

responsibility in the event there is a violation by any person of such

restrictions.

This communication is only being distributed to and is only directed at persons

in the United Kingdom that are (i) investment professionals falling within

Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,

and other persons to whom this announcement may lawfully be communicated,

falling within Article 49(2)(a) to (d) of the Order (all such persons together

being referred to as "relevant persons"). This communication must not be acted

on or relied on by persons who are not relevant persons. Any investment or

investment activity to which this communication relates is available only to

relevant persons and will be engaged in only with relevant persons. Persons

distributing this communication must satisfy themselves that it is lawful to do

so.

This announcement is an advertisement and does not constitute a prospectus for

the purposes of Directive 2003/71/EC (as amended, together with any applicable

implementing measures in any Member State, the "Prospectus Directive").

The distribution of this release may in certain jurisdictions be restricted by

law. Persons into whose possession this release 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

jurisdiction. The Receiving Agent is acting for the Company and no one else in

connection with the Offering and will not be responsible to anyone other than

the Company for providing the protections afforded to their respective clients

or for providing advice in relation to the Offering and/or any other matter

referred to in this release.

This information is subject of the disclosure requirements under section 5-12 of

the Norwegian Securities Trading Act.