Electromagnetic Geoservices ASA — M&A Activity 2026

Mar 31, 2026

EMGS: Signed agreement for asset sale transaction

EMGS: Signed agreement for asset sale transaction

Reference is made to the stock exchange announcement published by

Electromagnetic Geoservices ASA (the "Company" or "EMGS") on 9 March 2026

regarding a non-binding term sheet for a transaction (the "Transaction") under

which an undisclosed, independent third-party would acquire EMGS' business

operations and assets, including hardware, IPR, contractual positions and all of

the Company's employees (together, the "EM Business").

EMGS has now entered into a binding transaction agreement (the "Agreement") with

the buyer, P-2 Riggs Capital, Inc. ("Riggs Capital" or the "Buyer").

Riggs Capital is a private investment holding company and corporate finance

advisory firm, specialising in selective investments and advisory services

(https://p2riggscapital.com). Riggs Capital is owned by Patrick L. Riggs.

Under the Transaction, Riggs Capital will acquire the EM Business after it has

been transferred to one of EMGS' existing subsidiaries ("NewCo"). All historic

liabilities, including the convertible bond issue Elec ASA 18/25 FRN USD FLOOR

STEP C CONV ("EMGS03"), will be retained by EMGS and not transferred to NewCo.

The consideration to EMGS under the Transaction is up to USD 2.5 million,

whereof USD 1 million is paid on closing and USD 1.5 million is a conditional

earn-out subject to certain future conditions being met. Additionally, through

the Transaction certain future liabilities which would otherwise accrue to EMGS

will be taken over by NewCo and will consequently reduce EMGS' total liabilities

post-closing of the Transaction.

The majority of the USD 1 million consideration to be paid to EMGS on closing of

the Transaction will be used to settle certain pre-existing obligations related

to the transferred employee group (accrued and unpaid holiday pay, pension,

payroll tax etc.) in accordance with the terms of the Agreement.

As part of the Transaction, NewCo will take over all rights to the name

Electromagnetic Geoservices and EMGS. Consequently, the Company will in due

course change its own name in accordance with the Agreement.

As stated in the stock exchange announcement published on 9 March 2026, the

Transaction represents, in EMGS' view and based on the strategic review

conducted over several months, the best available alternative to safeguard the

interests of the Company's stakeholders, including employees, customers and

creditors. The alternative to the Transaction would be an orderly wind-down of

the Company's operations. Through the Transaction, the Company will receive a

limited consideration and reduce certain of its total liabilities, which the

board considers more beneficial for the Company's stakeholders compared to an

orderly wind-down scenario.

Closing of the Transaction is subject to obtaining the necessary consents and

waivers from the bondholders of EMGS03 and the support of the Company's two

largest shareholders who, in aggregate, own approx. 63 per cent of the total

shares and votes of the Company. Given the time-critical nature of the

Transaction, the need to ensure continuity of the EM Business operations to

limit the Company's liability exposure and the Company's financial situation, it

is not expected that the Transaction will be subject to a shareholder vote.

Following completion of the Transaction, EMGS will no longer own and operate the

EM Business, and hold no material assets other than a limited cash position

which does not exceed

its total liabilities. The board of directors intends to initiate a follow-on

strategic process post-closing to evaluate the future strategy of the Company

and structure following completion and will revert with an update once the board

has concluded on its recommendation in this respect.

Contact

Anders Eimstad, Chief Financial Officer, +47 948 25 836

This information is published in accordance with the Norwegian Securities

Trading Act § 5-12.

About EMGS (prior to completion of the Transaction)

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. CSEM technology can also be used to detect the

presence of marine mineral deposits (primarily Seabed Massive Sulphides) and in

other offshore construction and exploration activity.

For more information, visit www.emgs.com