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:
o 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.
o 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.
o Per Ivar Fagervoll, the Company's CEO, was conditionally allocated 1,981,264
Offer Shares in the Private Placement.
o 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
***
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.