Golden Energy Offshore Services

Share Issue/Capital Change • Dec 12, 2025

Private Placement successfully placed

Private Placement successfully placed

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

Ålesund, 12 December 2025: Reference is made to the stock exchange announcement by Golden Energy Offshore Services ASA (the “Company”) on 12 December 2025 regarding a contemplated private placement (the “Private Placement”) of 40,000,000 new shares (the “Offer Shares”) to be issued by the Company, each at a fixed price of NOK 8.00 (the “Offer Price”), to raise gross proceeds of NOK 320 million, equivalent to approx. USD 31.7 million.

The Company is pleased to announce that the Private Placement has been successfully placed, in which 40,000,000 Offer Shares have been conditionally allocated by the Company's board of directors (the "Board").

Pareto Securities AS acted as manager and bookrunner (the “Manager”) in connection with the Private Placement.

Use of proceeds

The gross proceeds to the Company from the Private Placement will be used to: (i) pay approx. USD 8.0 million in overdue payables, (ii) pay approx. USD 2.0 million in salary, bonuses, holiday compensation and employer’s contribution tax, (iii) repay the approx. USD 7.5 million liquidity loan (lender being entitled to 1.5x of the principal amount of USD 5 million) provided by KJA Partners LLC (affiliate of Clear Ocean Partners) acting as a pass-through entity only and not entitled to the repayment amounts, (iv) repay the approx. USD 2.1 million short term loan from Pelagic Investment Fund RAIF V.C.I.C. PLC (affiliate of Pelagic Partners), (v) repay the approx. USD 1.9 million short term loan from KJA Partners LLC (affiliate of Clear Ocean Partners), (vi) repay the approx. USD 1.6 million short term loan from Azure Holding Limited (affiliate of Pelagic Partners), (vii) repay the approx. USD 1.2 million short term loan from Per Ivar Fagervoll (CEO in Company), (viii) pay approx. USD 2.0 million in legal and financial transaction fees, and (ix) secure approx. USD 5.4 million in general corporate purposes.

Please refer to the announcement made by the Company on 11 December 2025, including the Company Presentation attached thereto, for more information regarding the Company’s liquidity and financial position following completion of the Private Placement.

Conditional allocations of Offer Shares

The following primary insiders and/or close associates of primary insiders have been conditionally allocated Offer Shares in the Private Placement at the Offer Price:

• Clear Ocean GEOS MI LP (affiliate of Clear Ocean Partners), the largest shareholder of the Company with 39.03% of the current shares outstanding, a company associated to the primary insiders Jake Scott (chairman of the board) and G. Andy Tuchman (board member) was conditionally allocated 19,735,691 Offer Shares in the Private Placement.

• Pelagic Investment Fund RAIF V.C.I.C. PLC (affiliate of Pelagic Partners), the second largest shareholder of the Company with 23.63% of the current shares outstanding, and a company associated to the primary insider Atef Abou Merhi (board member), was conditionally allocated 10,725,725 Offer Shares in the Private Placement.

• Per Ivar Fagervoll, the Company’s CEO, was conditionally allocated 1,981,264 Offer Shares in the Private Placement.

• Vidar Skjong, Chief Technical Officer in the Company, was conditionally allocated 3,125 Offer Shares in the Private Placement.

Conditions for completion

The completion of the Private Placement is subject to (i) the extraordinary general meeting expected to be held on or about 29 December 2025 (the “EGM”) approving the issuance of the Offer Shares and to reduce the par value of the Company’s shares to facilitate a subscription price in the Private Placement below the current par value, (ii) the Pre-Payment Agreement (as defined below) remaining in full force and effect, (iii) the share capital increase pertaining to the issuance of the Offer Shares and the share capital reduction pertaining to the reduction of the par value of the Company’s shares being validly registered with the Norwegian Register of Business Enterprises (the “NRBE”), and (iv) the Offer Shares being validly issued and registered in the Norwegian Central Securities Depository (Euronext Securities Oslo or the “VPS”) (jointly referred to as the “Conditions”). No creditor notice period will apply in relation to the share capital reduction.

The Board will separately call for the EGM in due course.

Settlement and timeline

Notices of conditional allocation of the Offer Shares are expected to be distributed to the investors on 15 December 2025. The Private Placement is expected to be settled on a delivery-versus payment (DVP) basis on or about 5 January 2026, subject to, among other things, handling time for registration of the share capital increase relating to the Private Placement in the NRBE and fulfilment of the Conditions. The DVP settlement structure in the Private Placement is expected to be facilitated by a pre-funding agreement between the Company and the Manager (the “Pre-Payment Agreement”). The allocated Offer Shares will not be delivered to, nor will they be tradable by, the relevant applicant before the registration in the NRBE of the share capital increase pertaining to the Offer Shares has taken place, expected on or about 2 January 2026.

Following completion of the contemplated share capital reduction to facilitate the Offer Price below the current nominal value of the Company’s shares and the share capital increase pertaining to the Offer Shares to be issued in the Private Placement, subject to approval by the EGM, the Company will have a share capital of NOK 520,675,952 divided into 65,084,494 shares, each with a nominal value of NOK 8.00.

Equal treatment of shareholders and subsequent offering

The Company’s Board has considered the structure of the contemplated Private Placement in light of the rules on equal treatment under Norwegian Public Limited Liability Companies Act 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 12 December 2025 in this regard.

Subject to completion of the Private Placement and certain other conditions, the Company’s Board intends to carry out a subsequent offering of up to 5,625,000 new shares to be issued by the Company at the Offer Price, raising gross proceeds of up to NOK 45 million (the “Subsequent Offering”) which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 12 December 2025 (as registered in the VPS two trading days thereafter), who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement, and (iii) 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 is, among other things, subject to completion of the Private Placement and will require 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.

Advisors

Pareto Securities AS is acting as manager and bookrunner in the Private Placement. Advokatfirmaet BAHR AS is acting as legal advisor to the Company and Advokatfirmaet Thommessen AS is acting as legal advisor to the Manager in connection with the Private Placement.

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 Manager nor any of its 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 Manager nor any of its affiliates accepts any liability arising from the use of this announcement.