EMGS: Non-binding term sheet for asset transaction

EMGS: Non-binding term sheet for asset transaction

Reference is made to the previous stock exchange announcements and information

published by Electromagnetic Geoservices ASA (the "Company" or "EMGS") regarding

the Company's financial situation, including the Company's interim financial

report for the fourth quarter of 2025 published on 11 February 2026 and the

stock exchange announcements published on 2 January 2026 and 1 October 2025.

As previously announced, the Company has been evaluating all available strategic

alternatives in order to safeguard the interests of its stakeholders.

EMGS has signed a non-binding term sheet with an undisclosed independent, third-

party (the "Buyer") for a transaction (the "Transaction") under which the Buyer

will acquire EMGS' business operations and assets, including hardware, IPR,

contractual positions and all of the Company's employees (together, the "EM

Business").

The term sheet contemplates a Transaction structure where EMGS will transfer the

EM Business to one of its existing subsidiaries (the "NewCo"), before ownership

of NewCo is transferred from EMGS to the Buyer.

EMGS' historical liabilities, including the convertible bond issue Elec ASA

18/25 FRN USD FLOOR STEP C CONV ("EMGS03"), will not be transferred to NewCo.

The contemplated purchase price for the EM Business is significantly below the

outstanding debt under EMGS03. Consequently, it is expected that subject to and

following completion of the Transaction, EMGS will no longer own and operate the

EM Business, and hold no other material assets than the purchase price from the

Transaction which does not exceed EMGS' total liabilities.

The non-binding term sheet and the contemplated Transaction represent, in EMGS'

view and based on the strategic review conducted over several months, the best

available alternative to safeguard the interests of the Company's stakeholders,

including employees, customers and creditors. The strategic review included an

assessment of multiple alternative courses of action, including a full

restructuring/conversion of EMGS03 and an orderly wind-down of operations, none

of which were considered viable or value-preserving alternatives given the

Company's current financial position.

The Buyer will immediately start a legal, operational and financial due

diligence review of the EM Business. No guarantees can be given as to whether a

binding agreement regarding the Transaction will ultimately be entered into and,

if so, whether the Transaction will be completed. Based on the term sheet, it is

expected that completion of the Transaction will be subject to several

conditions outside the Company's control including, but not limited to,

obtaining the required consents and waivers from the bondholders of EMGS03.

Given the highly time-sensitive nature of the Transaction and the need to ensure

continuity of the EM Business operations to limit the Company's liability

exposure, it is not, however, expected that completion of the Transaction will

be subject to a general meeting vote by the shareholders of EMGS.

Contact

Anders Eimstad, Chief Financial Officer, +47 948 25 836

This information is published in accordance with the Norwegian Securities

Trading Act § 5-12.

About EMGS

EMGS, the marine EM market leader, uses its proprietary electromagnetic (EM)

technology to support oil and gas companies in their search for offshore

hydrocarbons. EMGS supports each stage in the workflow, from survey design and

data acquisition to processing and interpretation. The Company's services enable

the integration of EM data with seismic and other geophysical and geological

information to give explorationists a clearer and more complete understanding of

the subsurface. This improves exploration efficiency and reduces risks and the

finding costs per barrel. CSEM technology can also be used to detect the

presence of marine mineral deposits (primarily Seabed Massive Sulphides) and in

other offshore construction and exploration activity.

For more information, visit www.emgs.com