Golden Energy Offshore Services

Earnings Release • Aug 4, 2023

Transformative fleet acquisition and exercise of warrants

Transformative fleet acquisition and exercise of warrants

Ålesund, 4 August 2023

Golden Energy Offshore Services AS (“GEOS” or the “Company”) is pleased to announce that it has today entered into binding Memorandum of Agreements for the acquisition of 4 x PSVs and 1 x SSV from subsidiaries of Vroon Holding B.V. (the “Seller”), for a total consideration of USD 94 million (the “Fleet Acquisition”).

Strategic rationale and highlights

The Fleet Acquisition ensures considerable accretive growth of the Company’s fleet of offshore supply vessels, greatly increasing the Company’s ability to seize market opportunities within the oil and gas and offshore wind sectors going forward.

- The 4 x PSVs are of the same PX 121 design as GEOS’ existing fully-owned vessels Energy Duchess and Energy Empress, providing flexibility in chartering as well as OPEX savings

- The SSV VOS Sugar is a versatile multi-purpose commissioning support vessel. With SPS class for 40 persons, capacity for a walk-to-work gangway and a small crane it has been used in both the oil & gas and offshore wind markets

- All of the Company’s PX 121 vessels are large PSVs providing supply services to the oil & gas market but may also be outfitted with accommodation units and gangways to opportunistically serve the offshore wind market

- All five vessels acquired are built in 2015 and 2016, lowering GEOS’ average fleet age to 7.9 years

- The Fleet Acquisition is expected to close around end September 2023 and a deposit of USD 9.4 million (the “Deposit”) will be paid to the Seller in early August.

Transaction financing

The Company intends to finance the Fleet Acquisition through a combination of debt and new equity. To that end, the Company is pleased to announce the following:

- Funds managed by Oaktree Capital Management, L.P. (“Oaktree”) have given notification of their decision to exercise their warrants for 57,773,761 shares (for approx. 49.99% of the outstanding share capital, fully diluted) at the exercise price of NOK 1.0 per share (the “Exercise Price”), which will provide the Company with NOK 57.77 million in new equity. Following this exercise, Oaktree holds no further warrants in the Company.

- Furthermore, Oaktree have extended a bridge loan of USD 3.30 million gross, USD 2.75 million net (the “Bridge”), to the Company, which proceeds shall be used to help pay the Deposit. The Bridge is a 3-month unsecured loan, carrying an interest of 12% p.a.

The proceeds of the aforementioned exercised warrants, the Bridge and cash in the Company will be sufficient to fund the Deposit.

- The Company has also received a term sheet from Fleetscape Capital Ltd. (“Fleetscape”), a subsidiary of Oaktree and the Company’s largest lender, for a 5-year USD 98.6 million sale and leaseback transaction (the “Sale and Leaseback”) for the 5 vessels in the Fleet Acquisition plus the Energy Duchess and Energy Empress. The Sale and Leaseback will, if utilized, refinance the existing Fleetscape facility in addition to providing funds towards the Fleet Acquisition. The proposed Sale and Leaseback is structured as a finance lease with customary purchase options as well as well as a put option.

- In furtherance of evaluating overall financing alternatives, both debt and equity, for the Company in connection with the Fleet Acquisition, the Company has engaged Arctic Securities and Fearnley Securities as financial advisors.

Per Ivar Fagervoll, CEO of GEOS commented: “This transaction marks an important milestone for the Company. It shows that we have the ambition and ability to seek and secure transformational growth opportunities which we expect will create considerable value for our shareholders and pave the way for further growth. We are also proud of the fact that we have managed to attract high-quality institutional investors such as Oaktree Capital Management, who have sought to pursue further exposure to our sectors through their investment in GEOS.”

Guillaume Bayol, Managing Director at Oaktree commented: “Oaktree is excited to expand on the strong relationship with GEOS, and facilitate the acquisition of an attractive fleet of modern and versatile vessels. The Fleet Acquisition represents a transformative opportunity for GEOS to solidify its position as a preferred owner and operator of high-specification PSV’s, and puts the company in pole position to take advantage of a rapidly improving offshore market.”

“Since partnering with GEOS in July 2022, Oaktree has focused on re-positioning the Company as a provider of modern tonnage with the potential to serve both the offshore oil and gas and the offshore renewables market. The Fleet Acquisition represents the ideal transaction, and we are excited to formally partner up with GEOS through the exercise of the warrants and to continue building on a strong strategic relationship“ added Fredrik Ulstein, Vice President at Oaktree and Board Member of GEOS.

An updated company presentation can be found shortly on the Company’s website.

Advisors

The Company has engaged Arctic Securities AS and Fearnley Securities AS as financial advisors and BAHR as legal counsel.

Note 1: Athos, the provider of a bridge facility in the 2022 refinancing, holds warrants for 4 million shares at the same exercise price as Oaktree and will be required to exercise such warrants within 30 days or they will expire. Following this, the Company will have no warrants outstanding.

Note 2: Numbers described in the warrants exercise assumes that Athos also will exercise all their warrants. If not, the number of warrants that are exercised will be reduced by any warrants not exercised by Athos. If Athos does not exercise any warrants, the total number of warrants that are exercised from Oaktree will be 53,773,761, giving proceeds of NOK 53.77 million.

For further Information please contact:

Per Ivar Fagervoll

pif@geoff.no

Mobile + 47 974 28 884