Golden Energy Offshore Services

Share Issue/Capital Change • Sep 27, 2023

PRIVATE PLACEMENT SUCCESSFULLY PLACED

PRIVATE PLACEMENT SUCCESSFULLY PLACED

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Ålesund, 28 September 2023: Reference is made to the stock exchange announcement by Golden Energy Offshore Services AS (the “Company”) on 27 September 2023 regarding a contemplated private placement (the “Private Placement”) of new shares in the Company.

The Company is pleased to announce that the Private Placement has been successfully completed, raising gross proceeds of NOK 359 million (approximately USD 33.3 million) through the allocation of 359,073,900 shares (the “Offer Shares”) at a subscription price of NOK 1.00 per Offer Share (the “Offer Price”).

The transaction saw high investor demand and was substantially oversubscribed. Investor demand came from a wide range of investor categories and geographies, showing broad fundamental interest in the sector and support for the Company and its strategy.

Arctic Securities AS, Fearnley Securities AS and Pareto Securities AS acted as Joint Bookrunners (together the “Managers”) in connection with the Private Placement.

The net proceeds from the Private Placement will be used, in combination with the previously announced sale and leaseback facility from Fleetscape, to finance the acquisition of 5 vessels from subsidiaries of Vroon Holding B.V. and for general corporate purposes.

Oaktree Capital Management, the Company’s largest shareholder with 49.99% ownership, subscribed for and was allocated 138,022,400 Offer Shares in the Private Placement, of which 35,583,900 Offer Shares shall be paid by conversion of the bridge loan facility already provided by OCM to the Company group.

The completion of the Private Placement is still subject to (i) the approval of issuance of the Offer Shares by the extraordinary general meeting of the Company expected to be held on or about 12 October 2023 (the “EGM”), (ii) full payment of the Private Placement and (iv) the share capital increase pertaining to the issuance of the allocated Offer Shares being validly registered with the Norwegian Register of Business Enterprises and the allocated Offer Shares being validly issued and registered in VPS.

Notices of conditional allocation of the Offer Shares are expected to be distributed to the investors on 28 September 2023. The Private Placement is expected to be settled on a delivery-versus payment (DVP) basis shortly after the EGM, facilitated by a pre-funding agreement between the Company and the Managers. The allocated Offer Shares will not be delivered to, nor will they be tradable by, the relevant applicant before the registration in the Norwegian Register of Business Enterprises of the share capital increase pertaining to the Offer Shares has taken place.

The Company’s Board has considered the structure of the contemplated Private Placement in light of the rules on equal treatment under Euronext Growth Oslo Rule Book II for companies listed on Euronext Growth Oslo and the Oslo Stock Exchange's Guidelines on the rule of equal treatment and is of the opinion that the proposed Private Placement is in compliance with these requirements. Reference is made to the Company’s previous announcement of 27 September 2023 in this regard.

Subject to completion of the Private Placement and certain other conditions, the Company’s Board has resolved an intention to carry out a subsequent offering (the “Subsequent Offering”) of up to 70,000,000 new shares which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 27 September 2023 (as registered in the VPS two trading days thereafter), who (i) were not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action (the “Eligible Shareholders”). The Eligible Shareholders will be granted non-tradable subscription rights. The subscription price per new share in the Subsequent Offering would equal the Offer Price.

The Subsequent Offering is subject to, among other things, (i) completion of the Private Placement, (ii) relevant corporate resolutions including approval by the EGM, (iii) prevailing market price of the Company’s shares being higher than the Offer Price, and (iv) registration and publication of a national prospectus pursuant to section 7-9 of the Norwegian Securities Trading Act. The Company reserves the right in its sole discretion to not conduct or cancel the Subsequent Offering.

This information is considered to include inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Per Ivar Fagervoll, CEO, on 28 September 2023, at 00:22 (CEST).

For further information, please contact:

Per Ivar Fagervoll

pif@geoff.no

Mobile: + 47 974 28 884

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This announcement is not and does not form a part of any offer for sale of any securities, and is not for release, publication or distribution, directly or indirectly, in the United States, or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register its securities in the United States.

The distribution of this announcement into jurisdictions other than Norway may be restricted by law. Persons into whose possession this announcement 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. This announcement has not been approved by any regulatory authority.