Golden Energy Offshore Services

Share Issue/Capital Change • Mar 9, 2022

Contemplated Private Placement

Contemplated Private Placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

The Board of Directors of Golden Energy Offshore Services AS (the “Company”) has resolved to use the authorization granted to the Board of Directors in the Extraordinary General Meeting 17 March 2021 and effect a private placement of new ordinary shares in the Company. The Private Placement will be conducted in two stages.

Firstly, the Company will conduct a sale of up to 5,500,000 shares in the Company (the “Offer Shares”). Such sale will be carried out by the Company itself in the market, and the gross proceeds will depend on the sale price achieved.

The Company will source the Offer Shares through share lending arrangements with its existing shareholders. The Company has entered into share lending agreements with Golden Energy Offshore Management AS, Golden Energy Offshore AS and Per Ivar Fagervoll for the Offer Shares. This will enable immediate trading of the Offer Shares.

Any shares sold will be settled by the Company issuing a corresponding number of new shares (the “New Shares”) to the lenders of shares, the second part of the Private Placement.

The net proceeds from the Private Placement will be used for:

• Continue to develop the Company and to accelerate the decarbonization process of the Company/group.

• Strengthening the balance sheet to ensure financial capacity and flexibility to pursue growth opportunities.

• Working capital as well as for general corporate purposes.

The Offer Shares will be available for sale by the Company from today, 9 March 2022 at 09:00 CEST and last day of sale will be on 17 March 2022 at 16:30 CEST. The Company may, however, at any time resolve to stop its sale of Offer Shares on short or without notice. The Company will report on the number of Offer Shares sold, the corresponding issuance of new shares and the net proceeds received in the Private Placement.

The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement prior to completion. The Company will not be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.

The Board has considered the structure of the contemplated offering of new shares in light of the equal treatment obligations under the Norwegian Limited Companies Act, the Norwegian Securities Trading Act and the rules on equal treatment under the rules for companies listed on Euronext Growth and the Oslo Stock Exchange's Guidelines on the rule of equal treatment. The Company is of the view that is in the common interest of the Company and its shareholders to raise equity through a private placement. By structuring the equity raise as a private placement, the Company is expected to be in a position to raise equity efficiently, with a lower discount to the current trading price, at a lower cost and with a significantly lower risk compared to a rights issue. In the assessment it has also been taken into consideration that the Private Placement has been structured as a publicly announced accelerated sales process. Accordingly, the existing shareholders preferential rights to subscribe for new shares in the Private Placement will be deviated from. As the Private Placement is structured to ensure that a market-based sales price is achieved, it is currently not planned to conduct a subsequent share issue directed towards shareholders not participating in the Private Placement.

Advokatfirmaet BAHR AS is acting as legal advisor to the Company.

Per Ivar Fagervoll

CEO

Golden Energy Offshore

pif@geoff.no

+47 97 42 88 84