Golden Energy Offshore Services

Share Issue/Capital Change • Sep 27, 2023

CONTEMPLATED PRIVATE PLACEMENT

CONTEMPLATED PRIVATE PLACEMENT

Ålesund 27.09.2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Ålesund, 27 September 2023: Reference is made to the announcement of 4 August 2023 in which Golden Energy Offshore Services AS (the “Company”) announced the acquisition of 5 vessels from subsidiaries of Vroon Holding B.V. (the “Fleet Acquisition”) and the Company’s financing update on 11 September 2023.The Company has engaged Arctic Securities AS, Fearnley Securities AS and Pareto Securities AS as Joint Bookrunners (the “Managers”) in connection with a contemplated private placement (the “Private Placement”) of new shares (the “Offer Shares”) to be issued by the Company for gross proceeds of the NOK equivalent of up to approximately USD 33.3 million. The subscription price per Offer Share is fixed at NOK 1.00 (the “Offer Price”).

The net proceeds from the Private Placement will be used, in combination with the previously announced sale and leaseback facility from Fleetscape (the “SLB Facility”), to finance the Fleet Acquisition and for general corporate purposes.

Oaktree Capital Management, (“OCM”), the Company’s largest shareholder with 49.99% ownership, will subscribe for the NOK equivalent of USD 12.8 million, of which the NOK equivalent of USD 3.3 million shall be paid by conversion of the bridge loan facility already provided by OCM to the Company group. In addition, following meetings with domestic and international investors, firm indications of interest have been received for an aggregate amount covering the size of the Private Placement ahead of launch.

As announced on 27 September 2023, the Company has entered into a memorandum of agreement with an undisclosed buyer for the sale of the SSV VOS Sugar, one of the vessels acquired through the Fleet Acquisition, at an agreed sales price of EUR 15 million and subject to certain conditions. If completed, the sale would reduce the drawdown amount on the SLB Facility to USD 92.2 million, in sum representing a meaningful deleveraging of the Company. The prospective divestment is in line with the Company’s strategy of focusing on high-end, modern and versatile PSVs, ultimately adding a modern and homogenous fleet of 4x PSVs to its fleet.

The application period for the Private Placement commences today at 16:30 (CEST) and is expected to close on 28 September 2023 at 08:00 (CEST). The Company may, however, at its sole discretion and in consultation with the Managers, extend or shorten the application period at any time and for any reason. If the application period is shortened or extended, any other dates referred to herein may be amended accordingly.

The Private Placement is directed towards certain Norwegian investors and international institutional investors, subject to applicable exemptions from relevant registration, filing and offering prospectus requirements, and subject to other applicable selling restrictions.

The minimum application and allocation size in the Private Placement is the NOK amount equivalent to EUR 100,000 per investor, provided that the Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent exemptions from the prospectus requirements pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.

Allocation of the Offer Shares will be made at the sole discretion of the Board of Directors in consultation with the Managers, following the expiry of the book building process. Allocation will be based on criteria such as (but not limited to), existing shareholding in the Company, timeliness of the application, relative order size, sector knowledge, investment history, perceived investor quality, investment horizon, undertakings by the Company in any cornerstone agreements and towards pre-committing shareholders.

The completion of the Private Placement is subject to (i) all necessary corporate resolutions being validly made by the Company, including the Board of Directors resolving to complete the Private Placement and conditionally allocate the Offer Shares, (ii) 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”), (iii) 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 (the "Conditions").

Existing shareholders being allocated shares in the Private Placement undertake to vote for all of its existing shares in the Company in favor of, or give a voting proxy to be used in favor of, the approval of the issuance of the Offer Shares in the Private Placement and the potential Subsequent Offering (as defined below) at the EGM.

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 Company reserves the right, at any time and for any reason, to cancel or modify the terms of the Private Placement. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.

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.

A share issue in the form of private placements is required to secure the financing of the Fleet Acquisition in a certain and expedient manner and to allow for participation from new investors. The Fleet Acquisition is deemed beneficial to the interest of the Company and its shareholders and would not be obtainable by structures with longer lead time for the financing such as a rights’ offering. Because of the transaction structure, the shareholders’ pre-emptive rights will be deviated from. The Board of Directors has considered the Private Placement considering the equal treatment obligations under relevant acts and regulations and is of the opinion that the proposed Private Placement is in compliance with these requirements. Following careful considerations, the Board of Directors is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a Private Placement setting aside the pre-emptive rights of the existing shareholders to subscribe for Offer Shares.

Subject to completion of the Private Placement and certain other conditions, the Company will consider to carry out a subsequent offering (the “Subsequent Offering”) of new shares at the Offer Price in the Private Placement 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. Launch of a Subsequent Offering will require approval by the EGM of the Company and approval and publication of a prospectus to be prepared by the Company. The Company reserves the right in its sole discretion to not conduct or to cancel any Subsequent Offering. The Company will issue a separate stock exchange notice with further details on the Subsequent Offering if and when finally resolved.

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 27 September 2023, at 16:30 (CEST).

For further information, please contact:

Per Ivar Fagervoll

pif@geoff.no

Mobile: + 47 974 28 884

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IMPORTANT INFORMATION

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be registered under the US Securities Act, and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act and “major U.S. institutional investors” as defined in Rule 15a-6 under the United States Exchange Act of 1934.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation 2017/1129, as amended, together with any applicable implementing measures in any Member State.

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 for 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.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.

Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company’s services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.