Axxis Geo : Update financial restructuring

Lysaker, 28 January 2021 Reference is made to the stock exchange release dated 22 January 2021. Please note the following further update on the financial restructuring: The management and Board of Directors of Axxis together with its advisors have worked on a number of alternatives for a financial restructuring of the Company. Prior to year-end 2020, a proposal from an industrial player, involving a merger of Axxis and the industry player ('Offer 1'), was submitted. Subsequently, the proposal from the group of financial investors described in the stock exchange release dated 14 January 2021 ('Offer 2') was received. Offer 1 was made on the main condition that all creditors (except TGS, Eksportkreditt and trade creditors) would accept a conversion of their total debt to shares. Trade creditors would be required to settle in cash at a significant discount. Following the merger of the two entities, the creditors and shareholders of Axxis would hold only 5% of the share capital of the merged company. No commitment of new equity was made, neither to secure further funding of Axxis, nor funding for the industrial player, which indicated it would have a significant equity need on a stand-alone basis. Offer 2, as described, involves new equity of USD 15 million enabling Axxis to offer a cash alternative to all creditors (except TGS and Eksportkreditt), in addition to a share conversion alternative, and to secure adequate working capital funding of Axxis. Offer 2 was made on the condition that all creditors accept a voluntary debt settlement. If all creditors accept the share conversion alternative, they would hold approximately 33% stake in the Company post the equity issue. Additionally, trade creditors would get a higher total payment if accepting Offer 2 as compared to Offer 1. After a thorough consideration of the two offers, the Board of Directors of Axxis concluded that an acceptance of Offer 2 would be in the best interest of the Company's creditors and shareholders. Discussions with the creditors around acceptance of Offer 2 continue to progress well, with a clear majority of trade creditors and lenders already having accepted it. Unfortunately, one bondholder, holding a majority of the outstanding bonds issued by Axxis, has to date, despite the Company's effort to achieve a solution with this bondholder, rejected Offer 2 and has also instructed Nordic Trustee to issue a notice of default and acceleration, which has been received by the Company. This bondholder acquired the bonds earlier in January 2021, just before the pre-commitment agreement with the financial group of investors was signed. The management of Axxis is aware that the bondholder has an ownership stake in the industrial player involved in Offer 1, and that it is represented on the board of this company. Unless a solution can be found with the rejecting bondholder, as well as the few other remaining creditors not yet having consented to Offer 2, Axxis is likely to file for formal reconstruction to be handled by the courts. The Board of directors of Axxis continues to be of the opinion that Offer 2 represent the best solution for Axxis' stakeholders and recommends that the voluntary offer is accepted by all creditors. The Board also believes that it will be beneficial to all stakeholders to achieve a voluntary solution instead of filing for reconstruction. Contacts: Ronny Bøhn, CEO [e-mail] [phone] Nils Haugestad, CFO [e-mail] [phone] About Axxis Axxis Geo Solutions (Axxis) is a pure-play ocean bottom node seismic company uniquely positioned to pursue both contract and multi-client seismic. Axxis specializes on delivering tailored seismic solutions and flexible project management and execution to oil and gas companies world-wide. Its operations are based on a scalable asset-light setup through chartering of vessels and nodes to complete seismic surveys. Axxis is listed on Oslo Axess and traded under the ticker Axxis. More information on www.axxisgeo.com.