SeaBird Exploration: signing of agreements to acquire vessels, private placement becomes unconditional

24 May 2019, Limassol, Cyprus

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Reference  is made to announcements from SeaBird Exploration PLC ("SeaBird" or the "Company") of 11, 12 and 29 April 2019, and 23 May 2019, regarding (i) the acquisition of the seismic vessels BOA Galatea and BOA Thalassa (the "Vessels"), and (ii) a private placement of new shares (collectively, the "Transactions"). Since the announcement of the Transactions, the Company has spent considerable time and efforts to ensure that all aspects of the transition of the Vessels to the Company including the continued operation of BOA Thalassa (on time charter to EMGS until March 2020 plus 2 x 6 months option) under a new ship manager will be as cost-efficient as possible.

Final agreements to acquire the Vessels have now been entered into between SeaBird and BOA SBL AS. Hence, all conditions for completion of the Private Placement have been satisfied.

The 208,333,300 new shares allocated in the Private Placement will be settled through a delivery versus payment transaction on a regular t+2 basis. Payment instructions will be sent to subscribers from the Managers (as defined below) shortly. The new shares will be temporarily issued on a separate ISIN, for which arrangements will be made for interim trading on Merkur Market. These shares will be converted to the Company's original ISIN number and listed on Oslo Børs upon the approval of a listing prospectus by the Norwegian Financial Supervisory Authority.

The Company intends to carry out a subsequent repair offering of 25,000,000 shares to its existing shareholders as of close of trading 11 April 2019, as subsequently recorded in the VPS on 15 April 2019, who were not allocated shares in the Private Placement.

Following issue of the private placement shares, the Company will have 492,820,612 shares outstanding, each of par value USD 0.01.  Following closing of the acquisition of the Vessels, expected on or around medio June 2019, a further 46,110,745 shares will be issued as part consideration to the sellers of the Vessels, and the remaining part of the purchase price (NOK 129,667,106) will be paid in cash, financed through the private placement.

The acquisition of the vessels will provide SeaBird with two quality vessels at a very attractive price, further strengthening the Company's position and service offering in the 2D, source and niche 3D markets. ABG Sundal Collier ASA, Fearnley Securities AS and SpareBank 1 Markets (the "Managers") act as financial advisors to the Company in connection with the acquisition of the Vessels and the private placement, and Advokatfirmaet Schjødt AS acts as Norwegian legal advisors to the Company.

SeaBird is a global provider of marine acquisition for 2D/3D and 4D seismic data, and associated products and services to the oil and gas industry. SeaBird specializes in high quality operations within the high end of the source vessel and 2D market, as well as in the shallow/deep water 2D/3D and 4D market. Main focus for the company is proprietary seismic surveys (contract seismic). Main success criteria for the company are an unrelenting focus on Quality, Health, Safety and Environment (QHSE), combined with efficient collection of high quality seismic data. All statements in this press release other than statements of historical fact are forward-looking statements and are subject to a number of risks, uncertainties and assumptions that are difficult to predict, and are based upon assumptions as to future events that may not prove accurate. These factors include SeaBird`s reliance on a cyclical industry and the utilization of the company's vessels. Actual results may differ substantially from those expected or projected in the forward-looking statements.