Electromagnetic Geoservices ASA

Prospectus • Apr 19, 2018

EMGS: Approved Prospectus and commencement of Subscription Period

EMGS: Approved Prospectus and commencement of Subscription Period

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 16 April 2018, relating to the Comprehensive

Refinancing.

The Financial Supervisory Authority of Norway has approved a prospectus (the

"Prospectus") covering (i) the Rights Issue, consisting of the issuance of up to

39,540,816 new shares at a subscription price of NOK 2.45 and with tradable

subscription rights for existing shareholders of the Company, and the subsequent

listing of the new shares; and (ii) the Bond Issue, consisting of the issuance

of 325,000 convertible bonds, each having a par value of USD 100 and each being

convertible into ordinary shares in the Company at a conversion price of USD

0.42677 per share.

A link to the Prospectus can be found on the Company's homepage www.emgs.com.

The Subscription Period commences on 20 April 2018 at 09:00 CET and expires on

4 May 2018 at 12:00 CET. The Rights Issue Subscription Rights will be listed and

tradable on Oslo Børs under the ticker "EMGS S" from 20 April 2018 at 09:00 CET

until 2 May 2018 at 16:30 CET.

Information regarding the number of Rights Issue Subscription Rights that has

been allocated to each Rights Issue will be made available through VPS investor

services on 20 April 2018. 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. Oversubscription is

permitted.

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

Rights Issue Eligible Shareholders on the basis of their registered holdings as

of the Record Date.

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.

For further information regarding the subscription procedure under the Rights

Issue and the Bond Issue, please refer to the stock exchange notification

published by EMGS on 16 April 2018 and the Prospectus sections 5 and 6.

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.