Finance update

lesund, 23 June 2022:

As already reported on 22 June 2022 Golden Energy Offshore Services AS (GEOS or the Company) is working on securing financing for the payments to be made under the hire-purchase bare-boat agreements for the vessels Energy Empress and Energy Duchess with ROC. The agreement providing an extension with ROC was signed by the parties shortly after being reported by the Company 22 June 2022.

The Company has now secured a senior secured bridge loan (the Bridge Loan) enabling the Company to make the down payments of USD 2,000,000 per vessel to be made to ROC by 28 June 2022. The Company has further received and accepted an uncommitted finance offer (the Finance Offer) from a leading alternative capital provider (the Finance Provider) representing an attractive opportunity for the Company to build a solid platform for further development and future growth. Subject to execution of a definitive financing agreement and obtaining necessary shareholder approval as described below, the Finance Offer provides the Company with long term financing and access to additional capital to take advantage of the expected improving market. The Finance Offer includes, but is not limited to, a tranche for payment of the Companys obligations towards ROC and a repayment of the Bridge Loan. The Finance Offer, if utilized in full, amounts in total to USD 45,000,000 with a final maturity after 5 years. Interest is payable partly in cash and partly in kind (PIK). The Finance Offer also includes an accordion option in the amount of USD 35,000,000 which may be made available for future growth opportunities.

The Finance Offer is non-binding and subject to agreement on a definitive financing documentation and customary conditions. The Company and the Finance Provider have agreed to work towards finalizing the necessary documentation, due diligence requirements and other steps required as soon as practically possible. If successfully completed, the financing will result in the Company being fully financed.

As part of the terms of the Bridge Loan the Company has, subject to shareholder approval, agreed to issue 4,000,000 warrants in connection with the issuance of the Bridge Loan (the Bridge Loan Warrants). It is further a condition to drawdown of any tranches under the Finance Offer that the Finance Provider shall for nil consideration receive warrants which shall after adjustments for the Bridge Loan Warrants give the Finance Provider a right to subscribe for up to such number of ordinary shares in the Company representing 50.0% of all the outstanding ordinary shares of the Company (on a post-issuance and fully diluted basis) as at the exercise date. The exercise price for all warrants required to be issued will be the par value of the shares at the time of exercise. It is required customary anti-dilution mechanisms. The Company will shortly summon an extraordinary general meeting to consider and resolve the issuance of such warrants.

Should the offered financing result in a binding commitment and the Company satisfy the conditions for drawdown, including the issuance of the aforesaid warrants, the Company will following drawdown repay the Bridge Loan and pay its balance obligations under the hire-purchase agreements with ROC. The Company is considering its working capital requirements and may resolve to issue equity to strengthen its working capital or for other general corporate purposes. An equity offering is not a condition under the Finance Offer and no decision has yet been made regarding such offering.

Should the Company fail to obtain a binding agreement and satisfy the conditions to drawdown, such failure may have a detrimental effect to the Company.

For further Information

Per Ivar Fagervoll
CEO

+47 97428884
[email protected]