ELECTROMAGNETIC GEOSERVICES ASA

EMGS

ANNUAL

REPORT

2024

EMGS technology

Board of Directors

Board of Directors’ Report

Responsibility Statement

Report on Corporate Governance

Report on Sustainability and CSR

2024 Transparency Act Statement

Determination of Salary Statement

Financial Statements EMGS ASA

104

Auditor’s Report for 2024

EMGS technology

We deploy two methods of electromagnetic (EM) technology when conducting

offshore

surveys:

controlled-source

electromagnetic

(CSEM)

surveying

and

magnetotelluric (MT) surveying. Both methods use electromagnetic signals to map

the subsurface. EMGS then receives the signals with acquisition hardware, and

further processes and interprets this information with proprietary software. We seek

to continually improve our signalling, acquisition, processing and interpretation

hardware and software in order to further enhance the value of our technology to

our clients.

Our clients see significant benefits in using electromagnetic surveys in addition to

seismic surveys, which are based on acoustic wave technology. By combining these

datasets, the accuracy and efficiency of oil and gas exploration can be significantly

improved.

CSEM (Controlled-Source Electromagnetic)

When performing a CSEM survey, a powerful horizontal electric dipole source is towed above the seafloor while a series

of receivers are placed on the seabed.

The dipole source transmits a low-frequency electromagnetic signal into the subsurface underneath the seafloor. The

resistivity of the formations under the seafloor define the way in which the electromagnetic energy transmitted by the

dipole propagates through the subsurface. High resistivity is an indicator of a possible hydrocarbon-filled reservoir.

Multi-component receivers that have been placed on the seabed for the survey measure the electromagnetic energy

that has propagated through the subsurface and the sea. The information from these receivers is processed and

inverted to produce a 3D resistivity image of the survey area. EMGS typically deploys grids of receivers in order to

acquire full-azimuth surveys. This type of survey provides optimal imaging of the subsurface.

CSEM data is a valuable supplement to information on structure and deposition of sediments provided by seismic

(acoustic wave) surveys.

In addition, CSEM data can provide information on shallow subsurface resistivity which is important in marine mineral

exploration and could also prove to be valuable in offshore wind turbine and cable placement and a range of other

geotechnical applications.

EMGS has developed a workflow that allows companies to easily integrate CSEM information with seismic data and

embed the integrated interpretation into their prospect evaluation work. This workflow, the EMGS’ Exploration

Solution, includes a wide range of analyses including; resistivity attribute analysis (similar to working with seismic

attributes), anomaly identification and delineation, anomaly significance tests, sensitivity assessment for depth

intervals of interest, correlation of anomalies to seismic observations such as conformance to structure, seismic DHI

and seismic indicators of lithological resistors. The resulting integrated interpretation is used to establish the likelihood

of a prospect being hydrocarbon charged and the size/area of a possible hydrocarbon accumulation.

Extensions to the workflow are available that address subsurface questions specific to field appraisal, such as estimating

pay distribution and interpreting the hydrocarbon-water contact, both of which can further refine a company’s

assessment of the prospect(s) and therefore improve the understanding of the survey area prior to taking further steps

in the exploration process.

The EMGS’ Exploration Solution workflow transforms

CSEM data into information for improved exploration

decision-making

MT (Magnetotelluric)

Similar to CSEM surveying, the MT technique generates insight into the subsurface by imaging subsurface resistivity.

Marine MT surveys map subsurface resistivity variations by measuring naturally occurring electromagnetic signals on

the seabed. These signals are generated by the interactions of solar wind with the Earth’s magnetic field, which, when

strong, are known as geomagnetic storms. The MT signals are of very low frequency, which offers excellent depth

penetration. The unique design and sensitivity of the EMGS seabed receivers enable EMGS to efficiently acquire high-

quality MT data as part of a CSEM survey when the controlled-source is inactive.

The low-frequency, deep-sensing nature of MT surveying makes the technique valuable for imaging and interpreting

regional geology. MT surveys have been found most useful in salt and basalt settings where the flanks and/or the base

are poorly defined. MT measurements, therefore, form a useful complement to seismic techniques, particularly in

settings where high-impedance volcanic rocks or salt make the imaging and interpretation of seismic challenging.

Application of EM technology

The services offered by EMGS are used in all stages of the offshore exploration and development cycle. Applications

of EMGS’ technology include evaluating regional prospectivity, ranking identified prospects and appraisal of

discoveries.

Figure 1: CSEM acquisition equipment

Regional Prospectivity

At the early stages of the exploration and production process, oil and gas companies use EM services to evaluate

whether an offshore acreage is viable for commercial production of hydrocarbons. EM surveys may be conducted

before licensing decisions are made in order to better understand the acreage value, as well as prioritization of potential

leads and prospects that may have been mapped with seismic. EM may also be used to de-risk new and unproven plays

and generate new leads and prospects. Adopting EM early in the exploration cycle can help oil and gas companies focus

their investments on the most valuable acreage.

Prospect Ranking and Portfolio Polarisation

When a prospect is identified from seismic information, EM surveys can help operators reduce uncertainties in the

probability of success and expected hydrocarbon volume, resulting in a more reliable economic evaluation of the

prospect. Using EM to rank prospects reduces the risk of drilling dry wells, thereby increasing the economic success of

exploration projects. Used on a portfolio of existing prospects EM can polarise the prospect portfolio and highlight the

prospects with the largest volume potential and the highest chance of success. Through better targeting of exploration

drilling activity, the use of EM surveys can also help to diminish the overall environmental impact of an exploration

project.

Field Appraisal

Once a discovery is made, EM surveys can be used to ascertain a field’s commercial viability and aid in development

planning by improving reservoir delineation (i.e. the size and shape of the reservoir). EM can also assist in the optimal

placement of subsequent development wells and reduce the number of appraisal wells that would typically be required

for field delineation and reservoir characterisation, can result in a positive impact on a project’s financial outcome and

reducing its environmental footprint.

EM source

towed

above seabed

Integrated interpretation

of seismic and EM

improves exploration

performance by reducing

uncertainties

EM receivers

dropped on the

seabed in a grid

Potential New Application Areas

EMGS’ core technology, originally developed for the oil and gas industry, can be adapted to new application areas such

as marine mineral exploration, gas hydrate mapping, geotechnical and shallow hazard investigations, and the location

of subsea cables. It is the company’s goal to develop these new business fields building on its world-renowned expertise

in marine EM technology.

Marine minerals

The electrification of society is an important part of the energy transition. In its “net zero 2050” scenario, Net Zero by

2050 A Roadmap for the Global Energy Sector (2021), the International Energy Association (IEA) forecasts a significant

increase in the demand for minerals that are key components in the electrification supply chain, such as lithium, copper,

and cobalt. Currently, these minerals are mined onshore, but it is expected that mineral deposits on or beneath the

seafloor, called “marine minerals,” are likely to play an important role in meeting this demand in the coming years and

decades.

The marine mineral industry is in its infancy. The International Seabed Authority (ISA) has granted several concessions

in international waters, and Norway is planning a concession round as early as 2024. There are already several

Norwegian and international companies evaluating a possible participation in the upcoming concession round in

Norway.

There are three main categories of marine minerals: nodules, crusts, and Seafloor Massive Sulfides (SMS). Most of the

marine mineral deposits discovered to date are at the seabed in ultra-deep waters. Within the Norwegian Exclusive

Economic Zone (EEZ) both crusts and SMSs have been discovered in the area of the mid-Atlantic spreading ridge.

SMS deposits are created by volcanic activity. Marine life thrives while the system is volcanically active. Only SMS

deposits that have ceased to be volcanically active (i.e., extinct) are considered for commercial exploitation. The mineral

content of these extinct SMS deposits vary in both mineral content and volume, and only a few of the many extinct SMS

deposits are expected to have valuable metallic minerals in large enough quantities to be of commercial interest for

offshore mineral excavation. Therefore, geophysical techniques are important in order to cost-effectively search for

and identify potential SMS prospects for sampling, drilling and eventual excavation.

Electromagnetic systems are expected to play a significant role in the exploration and appraisal of marine minerals, and

can be an important part of the geophysical toolbox. Towards this end, but also for other applications, EMGS has

developed a deep-towed EM streamer solution for efficient mapping of seabed geology at, and near, the seabed. A

prototype of the system was used in ATLAB survey in 2022. It will be possible to use the towed system on a stand-alone

basis or together with EM seabed nodes, Autonomous Underwater Vehicles (AUV), as well as with acoustic surveying

methods such as high resolution seismic and multi-beam echosounder bathymetry.

Development of EM technology

Development of marine EM equipment (Neptune)

The new source technology has been developed inhouse, based on years of experience with the marine controlled

source electromagnetic (CSEM) method and deep-towed CSEM source systems. A key element of the new source

system is its scalable and modular design enabling EMGS to quickly produce bespoke source systems for specific

applications. The modular design of the new source allows for simple replacement of entire modules offshore,

improving reliability and decreasing the likelihood of extended periods of technical downtime during operations.

The first new 6

generation source system, Tx-D 5006, will replace the Conventional Source as a backup for the Deep

Blue (Tx-D 10005) and will be capable of transmitting up to 5000 ampere.

Figure: IGBT A Module

Board of Directors

Frederik W. Mohn, Chairman of the Board

Frederik W. Mohn is the sole owner and managing director of the Company’s second largest

shareholder Perestroika, a Norwegian investment company with investments in oil and gas,

shipping, infrastructure, real estate development and financial services. Frederik was

previously Chairman of the Board of Songa Offshore SE and currently is a member of the

Board of Directors of Transocean Ltd.

Beatriz Malo de Molina, Board member

Beatriz Malo de Molina (1972) has had a 30 year career in M&A, finance and capital markets,

beginning in 1994 with EY and including positions in Alvarez & Marsal, Orkla, Kistefos,

McKinsey, and Goldman Sachs. Current board positions include: Otovo, Nel Hydrogen and

EMGS. Beatriz graduated summa cum laude from Georgetown University in Washington D.C.,

and has a Master’s degree from the University of Oslo. Ms. Malo de Molina is a Spanish

citizen and has been a resident of Norway since 2006.

Mimi Berdal, Board member

Mimi Berdal runs an independent corporate counseling and investment business. She holds

a Cand. Jur. (law) degree from the University of Oslo.

Mimi Berdal is also a member of the Board of Directors of the listed companies Goodtech

ASA (Chairman), Norsk Titanium AS, Thor Medical ASA and Cavendish Hydrogen ASA.

Jørgen Westad, Board member

Jørgen Westad is an Executive Director and Secretary of Siem Industries S.A. He is also a

Director of Deusa GmbH. Prior to joining the Siem Group in 2015, he was CFO for a privately

held shipping company as well as working as a commercial and investment banker at Hambros

Bank Ltd and Bankers Trust Company. He holds a B.Eng in Naval Architecture and Shipbuilding

and an MSc in Management Studies. Jørgen is a Norwegian citizen, resident in Luxembourg.

Board of Directors’ Report

EMGS returned to profitable operations in 2024 after a challenging 2023, despite

vessel utilization averaging only 37%. The low utilization was primarily due to

extended transits and idle periods at both the start and end of the year.

Revenue was largely driven by multi-client prefunding, which strengthened the value

of the multi-client library and is expected to generate future late sales.

Towards the end of the year, EMGS commenced transit for a proprietary contract

valued at approximately USD 10 million in India. Following year-end, EMGS also

received a Letter of Award for an additional proprietary contract worth USD 10 million

from another client in India.

About EMGS

Vision, Values and Strategy

Electromagnetic Geoservices ASA (“EMGS” or the “Company”), with its subsidiaries (together, the “Group”), is the

global leader in electromagnetic (“EM”) surveying technology in the offshore oil and gas exploration industry.

EMGS’ vision is

to make EM an integral part of the E&P workflow and make EM as fully adopted as seismic.

providing EM data integrated with other subsurface measurement, we enable our customers to reduce uncertainty and

therefore increase success in their exploration and development programmes.

EMGS’ core values are: Integrity, Commitment, Innovation and Quality. These values form an integral part of our

organisation and operations and are included as a topic in the Company’s annual employee appraisal process. EMGS is

constantly working to deliver the best quality product to its customers. The Company’s technology is developed on an

ongoing basis to improve quality and efficiency, as well as to broaden the scope of application and addressable markets.

EMGS also places a high priority on interacting with its customers, to assist in ensuring that the full value of the

Company’s service is captured by our customers.

The integration of EM methods into exploration workflows provides oil and gas companies with an improved de-risking

and appraisal tool when compared to using seismic exploration techniques alone. The use of EM data is complementary

to the use of seismic data, as it provides oil companies with more information about the subsurface. Integrating the use

of EM data into the exploration workflow reduces exploration risk through a better understanding of a reservoir’s

charge, seal and volume estimates. This data can also serve to decrease the environmental impact of a particular

project, since better targeting of drilling activities can serve to reduce the total number of wells drilled into the seabed.

EMGS remains a global leader in the planning, acquisition, processing, modelling, interpretation and integration of EM

data. The Company has extensive experience, well-established proprietary routines and leading-edge processing,

modelling and inversion software.

Over the past two decades EMGS has conducted over 900 surveys across most major mature and frontier basins in the

world in water depths ranging from 20 to 3,600 metres for more than 150 customers.

Part of EMGS’ strategy is to undertake a mix of proprietary and multi-client projects with a flexible and scalable

operating model. This is enabled by maintaining an asset-light operating model, including chartering vessels from third-

party vessel owning companies. As of 31 December 2024, EMGS had one vessel on charter, the

Atlantic Guardian,

owned by the North Sea Shipping Group. As of 31 December 2024, EMGS had one twelve-month option period

remaining

. The current charter period expires on 20 October 2025.

In a typical year, the Group undertakes a mix of proprietary contract work and multi-client projects. International Oil

Companies (IOCs) increasingly prefer the multi-client business model, whereby projects are funded in a consortium or

with the expectation of future late sales National Oil Companies (NOCs) typically prefer to conduct proprietary work

arrangements.

EMGS’ strong focus on cost optimisation and control continues. Through cost discipline and efficient operations, the

product offered to the market by the Company remains at the cutting edge of, and market leader within, EM

technology.

EMGS was listed on the Oslo Stock Exchange in March 2007.

EM technology

The EM technology used by EMGS in its EM survey projects can be divided into two distinct methods: three-dimensional

full azimuth controlled-source EM (3D CSEM) surveying and magnetotelluric (MT) surveying. For more information on

the different methods, please see the separate section in the annual report,

EMGS Technology

Important events in 2024

Multi-client investments

The Company’s multi-client business continues to be an important part of the overall business, both in terms of

revenues and in terms of marketing value as the Company can more freely commercialize 3D CSEM data with existing

and new customers, resulting in longer potential revenue streams through “late sales”. In 2024, revenues from multi-

client sales amounted to 94% of total revenues, up from 90% in 2023.

Sales and customers

The Group’s revenues increased 209% from USD 8.0 million in 2023 to USD 24.7 million in 2024. Sales were dominated

by pre-funded multi-client projects.

The EMGS sales and business development organisation is headquartered in Oslo, and is represented globally through

a network of business partners serving key local markets. The organisation consists of commercial sales, technical

advisors and exploration advisors.

Events after the balance sheet date

EMGS receives Letter of Award for survey in India

In January 2025, EMGS received a Letter of Award for a CSEM survey in India, with an expected contract value of

approximately USD 10.0 million.

EMGS receives contract related to previously announced Letter of Award for survey in India

In March 2025, EMGS received the final contact related to the previously announced Letter of Award. Under the signed

contract, the final contract value remains approximately USD 10 million, which was in accordance with the expectation

under the Letter of Award.

Demand for EM services

The Company has two main sources of revenue: proprietary contract sales and multi-client sales. In addition, the

Company receives some revenue related to consultancy, processing services and software sales. These revenues are

presented as contract sales. For more information on the different revenue sources, please see the notes to the financial

statements.

The overall demand for EMGS’ services is dependent, in large part, on offshore oil and gas E&P budgets.

Fleet status and utilisation

As per the end of 2024, the Company chartered one vessel, the Atlantic Guardian.

At the end of the reporting period, the Atlantic Guardian has a firm charter agreement until 20 October 2025, with an

option to the Company to extend the charter period.

In total, EMGS recorded a total of 12.0 vessel months in 2024, an average of 3.0 per quarter, compared with 12.0 vessel

months in 2023 and an average of 3.0 per quarter in 2023. The Company had a vessel utilisation of 37% in 2024, up

from 0% in 2023.

EMGS’ ability to optimise the performance of its vessel through maximising commercial utilisation and minimising

unpaid activities are key factors for the Group’s longer-term operating performance. Technical downtime, steaming

time between surveys and unpaid standby time all negatively affect the Group’s operating results.

Seasonality

Adverse weather conditions, including ice and winter conditions offshore, can result in lost time when vessels are forced

to remain in dry dock, relocate and/or reduce activity. In addition, the Group’s operational results fluctuate from

quarter to quarter because of oil and gas companies’ spending patterns and/or as related to licensing rounds in Norway

and abroad.

Currency fluctuations

Currency transaction exposure occurs to some extent during the ordinary course of business and when the relevant

exchange rates change between the date of a transaction and the date of the final payment for the transaction. The

Group records such gains or losses in the financial income and expenses line item of its consolidated income statement.

Financial statements

Going concern

The Group has prepared its financial statements under the going concern assumption, and the Board confirms in

accordance with Section 3-3a of the Norwegian Accounting Act that the going concern assumption is applicable. The

Group’s reported results, its business strategy, its current budgets and financing, as well as its long-term strategic

forecasts provide the basis for the going concern assumption. See also “Liquidity risk” below for more information about

the going concern assumption.

As of 31 December 2024, the carrying value of the Group’s equity was USD 3.4 million, up from USD 0.6 million at the

end of 2023. The free cash balance at the end of 2024 was USD 9.1 million. At the end of the 2024 financial year, EMGS

had an acquisition backlog of USD 10 million and has since secured, via an LOA, an additional USD 10 million proprietary

survey in India. EMGS is working towards continuing the equity improvement through profitable operations in 2025,

however, this is dependent upon securing additional backlog in H2 2025.

The Company’s equity amounted to NOK 13.9 million as of 31 December 2024, down from NOK 23.2 million at the end

of 2023.

None of the Company’s debt is past due and the Company does not expect to breach the financial covenants of the

convertible bond loan in the next 12 months. The bond loan has a maturity date of 09 May 2025. Based on ongoing

dialogue, it is the Company’s understanding that bondholders, whom in aggregate represent a sufficient majority, to

approve an extension of the maturity of the bond loan, intend to vote in favour of such an extension at a bondholders

meeting, to be summoned for that purpose.

Results of operations

The year ending 31 December 2024 is compared in the section below with the year ending 31 December 2023.

The Group prepares its accounts in accordance with International Financial Reporting Standards (“IFRS”), as adopted

by the European Union. References to Notes refer to Notes to the Consolidated Financial Statements.

Revenues and operating expenses

In 2024, the Group recorded revenues of USD 24.7 million, up 209% from USD 8.0 million in 2023. Contract sales and

other revenue ended at USD 1.6 million, while multi-client sales totalled USD 23.1 million. In 2023, USD 0.8 million was

recorded as contract sales, while multi-client sales totalled USD 7.2 million. This means that sales from the multi-client

projects accounted for 94% of the revenues in 2024, compared with 90% in 2023.

The increase in revenues from 2023 to 2024 is explained by an increase in demand for services.

Charter hire, fuel and crew expenses, excluding USD 2.9 million reversal of a tax provision, ended at USD 8.9 million, up

622% from USD 1.2 million reported in 2023. The Group did not capitalise any multi-client expenses in 2023, while USD

4.1 million in multi-client expenses were capitalised in 2024.

Employee expenses amounted to USD 3.5 million in 2024, up 16% from the USD 3.0 million as reported in 2023. A more

detailed overview of the Group’s employee expenses can be found in Note 8. The number of employees increased from

19 at the beginning of 2024 to 20 at the end of 2024.

Other operating expenses amounted to USD 3.0 million in 2024, compared with USD 2.8 million in 2023. A more detailed

overview of the Group’s other operating expenses can be found in Note 9.

Depreciation and amortisation

Other depreciation and amortisation totalled USD 3.1 million in 2024, down from USD 3.7 million in 2023.

Multi-client amortisation amounted to USD 1.9 million in 2024, up from USD 0.6 million in 2023. The Company uses

straight-line amortisation for its completed multi-client projects, assigned over the useful lifetime of four years. The

amortisation is then distributed evenly, independently of sales during the period. The Group capitalises multi-client

projects with only one customer that were previously expensed as incurred (converted contracts). For these, the full

amortisation of the book value is now recorded at the point in time when the revenues are recognised at delivery to

the customer.

No impairments of long-term assets were made in 2024 or in 2023.

In 2024, depreciation of right of use assets amounted to USD 1.5 million, down from USD 2.8 million in 2023.

Financial items and result for the year before and after taxes

Interest expenses ended at USD 3.0 million in 2024, a decrease from USD 3.1 million in 2023. EMGS recorded a loss on

net foreign currency of USD 750 thousand in 2024 compared with a gain of USD 58 thousand in 2023.

Net financial items ended at negative USD 2.3 million in 2024, an increase from negative USD 2.1 million in 2023.

For 2024, EMGS recorded a profit before income taxes of USD 3.3 million, compared with a loss before income taxes of

USD 8.2 million in 2023.

Income tax expenses of USD 503 thousand were recorded in 2024, compared with negative USD 21 thousand in 2023.

EMGS reported a net profit of USD 2.8 million for 2024, up from a net loss of USD 8.2 million for 2023.

Cash flow and balance sheet

Cash flow from operating, investing and financing activities

For 2024, net cash flow from operating activities was positive USD 9.1 million, compared with USD 5.0 million in 2023.

EMGS applied USD 5.1 million to investing activities in 2024. The investments consist of USD 0.2 million in property,

plant and equipment, USD 4.5 million in multi-client investments, and USD 0.4 million in intangible assets. In 2023, cash

applied in investing activities amounted to USD 0.9 million. The investments consisted of USD 0.9 million in property,

plant and equipment.

Cash flow from financial activities ended at negative USD 5.2 million in 2024. The cash flow from financial activities in

2024 includes financial lease liabilities of USD 2.7 million, interest lease liabilities USD 0.2 million and USD 2.3 million in

interest payments. In 2023, cash flow from financial activities ended at negative USD 5.2 million. The cash flow from

financial activities in 2023 includes financial lease liabilities of USD 2.6 million, interest lease liabilities USD 0.3 million

and USD 2.3 million in interest payments.

In summary, cash decreased by USD 1.1 million in 2024. As of 31 December 2024, cash and cash equivalents totalled

USD 9.1 million.

Financial position

EMGS total assets amounted to USD 29.8 million as of 31 December 2024, up from USD 27.8 million as of 31 December

2023.

The carrying value of the Group’s multi-client library was USD 3.6 million at the end of 2024, an increase of USD 2.6

million since the end of 2023.

Total borrowings were USD 22.2 million at the end of 2024, up from USD 21.9 million at the end of 2023.

Liquidity requirements and financing facilities

The Group’s need for liquidity fluctuates from quarter to quarter depending on revenues, capital expenditures, vessel

operations and cash balance.

The Company’s convertible bond contains a financial covenant requiring free cash and cash equivalents of at least USD

2.5 million. As of 31 December 2024, the free cash and cash equivalents totalled USD 9.1 million. EMGS’ management

follows the Company’s liquidity risk closely, including weekly updates of the Group’s sales forecast and vessel schedule,

in addition to a corresponding update of the cost and free cash forecast.

As per 31 December 2024, EMGS has one listed convertible bond with a carrying value of USD 19.7 million, non-current

lease liabilities of USD 39 thousand, and current lease liabilities of USD 2.5 million.

Research and development

To maintain its strong position within the EM market, EMGS has invested significant time and resources in research and

development (“R&D”) over several years. The industry in which EMGS operates is highly technical and the requirements

for the acquisition and processing of EM data evolve continuously.

As a result of the industry downturn and the decision to move to a low-cost setup in 2020, EMGS found it necessary to

significantly reduce its investments in R&D. The reduction is likely to have limited revenue impact in the short term, as

the Company maintains its strong technological position.

EMGS did not incur R&D related costs in 2024 or in 2023.

The Group did not capitalise any employee costs in 2024 or in 2023 related to R&D.

Allocation of Net Income

The Board of Directors proposes that the net income of EMGS, the parent company, shall be attributed to

Other equity

NOK (9.3) million

Net income/(loss) allocated

NOK (9.3) million

Distributable equity as of 31 December 2024 was NOK 0.

Financial risk

The Group’s principal financial liabilities are trade and other payables and loans and borrowings. The Group has various

financial assets such as trade receivables, cash and short-term deposit which arise directly from its operations.

The Group is exposed to market risk, credit risk and liquidity risk. The Group’s management and Board review and agree

policies for managing each of these risks which are summarised below. For further details see Note 3 to the financial

statements.

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes

in market prices. Market prices comprise two types of risk for the Group: interest rate risk and currency risk. Financial

instruments affected by market risk include bonds, loans, borrowings, and Available For Sale (AFS) investments. Please

see sensitivity analysis in Note 3.

i) Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of

changes in market interest rates. The Group has exposure to interest rate risk, though this is primarily only related to

the Group’s long-term convertible bond of USD 19.5 million with floating interest rate (SOFR + 6.5%).

ii) Foreign currency risk

Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because

of changes in foreign exchange rates. The Group operates internationally and therefore has exposure to foreign

exchange risk arising from transactions executed in other currencies than the functional currency of each company.

EMGS ASA has USD as functional currency, so the foreign currency risk is primarily with respect to NOK in EMGS ASA.

For 2024, approximately 60% of the Group’s sales revenues were denominated in USD, whilst approximately 32% of

the costs were denominated in USD.

Foreign exchange risk arises from future commercial transactions, recognised as assets and liabilities. The Group’s

exposure to foreign currency changes on equity and for all other currencies is not material.

Liquidity risk

Liquidity risk is the risk that the Company will not have sufficient liquidity to be able to meet its financial obligations.

EMGS’ sources of liquidity include cash balances, cash flow from operations, borrowings, existing and new bank facilities

and further debt and equity issues. It is the Company’s objective to balance these sources of liquidity.

The Company’s convertible bond contains a financial covenant requiring free cash and cash equivalents of at least USD

2.5 million. As of 31 December 2024, the free cash and cash equivalents totalled USD 9.1 million. EMGS’ management

follows the Company’s liquidity risk closely. The bond loan has a maturity date of 09 May 2025. Based on ongoing

dialogue, it is the Company’s understanding that bondholders, whom in aggregate represent a sufficient majority, to

approve an extension of the maturity of the bond loan, intend to vote in favour of such an extension at a bondholders

meeting, to be summoned for that purpose.

The financial liabilities with maturity less than one year will be settled through cash flow from operating activities in

2025. Based on current risk-weighted forecasts and information, management considers the liquidity throughout 2025

sufficient to cover both the Group’s net current liabilities per 31 December 2024 and estimated cash needs in 2025.

Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract,

leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily for trade receivables

and cash and cash equivalents, but also from banking in foreign jurisdictions). See Note 20 for the aging analysis of trade

receivables.

In 2021, the Company implemented a new Cash repatriation and risk management standard, which formalises and

streamlines certain mitigating measures undertaken by EMGS to reduce risk related to banking in foreign jurisdictions.

EMGS’ clients are major international, national and independent oil and gas companies, mostly with good credit

standings and histories.

Occasionally, a smaller oil and gas company may be on the client list. In these cases, due diligence is conducted in the

credit evaluation phase and management exercises caution in counterparty selection.

It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures.

In addition, receivable balances are monitored on an ongoing basis.

Corporate governance

EMGS is committed to good corporate governance. EMGS’ corporate governance principles are based on equal

treatment of all shareholders, maintaining open and reliable lines of communication with shareholders and other

stakeholders, having a Board that is autonomous and independent of the executive management and ensuring a clear

division of responsibility between the Board and the executive management. The Board also includes two directors that

are independent of the largest shareholders of the company.

The Company produces a comprehensive annual statement on corporate governance as part of its annual report.

Electromagnetic Geoservices ASA holds a Directors and Officers Liability Insurance on behalf of the Board of Directors

and executive management. For further details, please see the section titled

Corporate Governance

in this annual

report. The information is also available on the Company’s homepage.

CSR, working environment, discrimination and external environment

EMGS has adopted a policy and a standard for sustainability and corporate social responsibility (“CSR”). The principles

in the policy cover areas related to labour rights, anti-corruption, environment and human rights.

All work in the Group related to sustainability and corporate social responsibility (together “the CSR work”) is based on

the CSR policy and the standard.

As the Company is a Norwegian public limited company listed on the Oslo Stock exchange, it complies with Section 3-

3c of the Norwegian Accounting Act in respect of corporate social responsibility.

The Company produces an annual statement on its CSR work, including information about the working environment in

the Group, equal opportunities and discrimination statement, the external environment and human rights. For further

details, please see the section titled Sustainability and Corporate Social Responsibility in this annual report. The

information is also available on the Company’s homepage.

Company outlook

The Atlantic Guardian began its transit to India during the last quarter of 2024 in preparation for a proprietary survey

which commenced in the first quarter of 2025. During the transit, the company received a Letter of Award (LOA) for

additional work in India. Efforts are ongoing to secure further opportunities in Asia and to continue to build our global

backlog.

While uncertainty remains high, EMGS is encouraged by the level of activity and the level of customer interest.

Oslo, 24 April 2025

Board of Directors and CEO of Electromagnetic Geoservices ASA

Sign.

Responsibility Statement

Today the Board of Directors and the Chief Executive Officer reviewed and approved the Board of Directors’ Report and

the consolidated and separated annual financial statements for Electromagnetic Geoservices ASA (“EMGS” or the

“Company”) for the year ended 31 December 2024.

EMGS’ consolidated financial statements have been prepared in accordance with IFRSs and IFRICs as adopted by the

EU and additional disclosure requirements in the Norwegian Accounting Act. The separate financial statements for the

Company have been prepared in accordance with Norwegian Accounting Act and Norwegian accounting standards. The

Board of Directors’ report is in accordance with the requirements in the Norwegian Accounting Act and Norwegian

accounting standard no 16.

To the best of our knowledge:

The consolidated and separate annual financial statements for 2024 have been prepared in accordance with

applicable financial reporting standards.

The consolidated and separate annual financial statements give a true and fair view of the assets, liabilities,

financial position and profit/(loss) as a whole as of 31 December 2024 for the Group and the Company.

The Board of Directors’ report for the Group and the Company includes a fair review of

The development and performance of the business and the position of the Group and the Company.

The principal risks and uncertainties the Group and the Company face.

Oslo, 24 April 2025

Board of Directors and CEO of Electromagnetic Geoservices ASA

Sign.

Report on Corporate Governance

EMGS is committed to good corporate governance practices which strengthen and

maintain confidence in the Company, thereby contributing to long-term value

creation for shareholders and other stakeholders. The objective of corporate

governance is to regulate the division of roles between shareholders, the Board and

the executive management more comprehensively than is required by legislation.

EMGS’ principles for corporate governance are based on the following elements:

•

All shareholders are treated equally

•

EMGS will provide open, reliable and relevant communication to shareholders, governmental bodies and the public

about the Company’s activities and its corporate governance commitment

•

EMGS’ Board is fully independent from the Company’s executive management

•

EMGS pays particular attention to ensuring that there are no conflicts of interest between the interests of its

shareholders, the members of its Board and its executive management

•

EMGS will ensure a clear division of responsibility between the Board and the executive management

1. Implementation and reporting on corporate governance

Implementation and reporting

The board of directors (the “Board”) of Electromagnetic Geoservices ASA (the “Company” or “EMGS”) is committed to

maintaining a high standard of corporate governance, in line with both Norwegian and international best practice

standards. In addition to maintaining a high standard of corporate governance, the Board and the executive

management of the Company carry out, on an annual basis, a comprehensive review and evaluation of its principles for

corporate governance and the implementation of these. This report (the “Report”) summarises the Company’s

corporate governance work and compliance with applicable requirements and fulfils the Company’s reporting

obligations under applicable law and other legal frameworks.

EMGS is a Norwegian-registered public limited liability company, with its shares listed on the Oslo Stock Exchange (

Oslo

Børs or “OSE”

The Norwegian Accounting Act Section 3-3b, which the Company is subject to, sets out certain corporate governance

related information which is to be disclosed and reported on through the issuance of an annual reporting document.

This Report meets the requirements provided by the Accounting Act. The Accounting Act is available on

www.lovdata.no.

Furthermore, pursuant to section 4.4 of the (non-harmonised)

Oslo Rule Book II – Issuer Rules

(the “OSE Continuing

Obligations”) issued by the Euronext Oslo Stock Exchange, the Company is obligated to publish an annual statement of

their practice related to their policy on corporate governance. In addition to setting out certain minimum requirements

for such reporting (equivalent to those under the Accounting Act), the OSE Continuing Obligations requires that the

Company reports on its compliance with the recommendations of the Norwegian Code of Practice for Corporate

Governance (the “Code”) published by the Norwegian Corporate Governance Board. Both the OSE Continuing

Obligations and the Code require that an explanation is provided where a company has chosen an alternative approach

to specific recommendations in the Code (i.e., a “comply or explain” basis).

EMGS complies with the current Code, issued on 14 October 2021. The Company provides a report on its principles for

corporate governance in its annual report and on its website,

www.emgs.com

. EMGS’ objective is to comply with all

sections of the Code, but the Company may in the future choose to deviate from principles in the Code if this is deemed

to be in the best interest of the Company, its shareholders and its other stakeholders.

The OSE continuing Obligations are available on https://www.euronext.com/en/regulation/euronext-regulated-

markets, and the Code is available on

www.nues.no

This Report sets out how the Code is accommodated through the financial year 2024.

Values and guidelines for business ethics and corporate social responsibility

EMGS has a set of clearly defined core values: Integrity, Commitment, Innovation and Quality. The values are expressed

in EMGS’ daily operations and management, including in our approach to corporate governance.

The Board recognises that confidence in EMGS as a company and in its business activities is essential for the Company’s

continuing competitiveness. Therefore, EMGS is committed to transparency and openness about its management

systems and procedures. This strengthens value creation, builds internal and external confidence and promotes an

ethical and sustainable approach to business.

The Board has, in close cooperation with the Company’s executive management, established a comprehensive

framework of guidance documents. The core element and top-tier in this framework are the Company’s policy

documents, which include the Company’s ethics policy, the corporate social responsibility policy (see also separate

report in the annual report) and the health, safety and environment policy. Other core guidance documents include the

Company’s Code of Conduct Standard and the EMGS Sustainability and Corporate Social Responsibility Standard. These

policies and standards are evaluated and updated on a regular basis. The Company has adopted a programme for

corporate social responsibility, including an anti-corruption compliance programme incorporating mandatory training

of all employees.

EMGS’ website provides more information about the Company’s business activities, policies and standards.

2. Business

EMGS is the market leader in controlled-source electromagnetic (CSEM) imaging. Pursuant to Section 3 of the

Company’s Articles of Association, the Company’s purpose is as follows:

“The Company's activity is to engage, by itself or through proprietary interests in other companies, in the prospecting

for hydrocarbon deposits in connection with the exploration, development and production of hydrocarbons.”

The Company has clear objectives and strategies for its business within the scope of the definition of the business

purpose in its Articles of Association.

The Board of Directors’ report in the Company’s annual report includes a description of the Company’s objectives and

principal strategies according to the business activities clause from the Articles of Association. The Articles are available

at the Company’s homepage, www.emgs.com.

3. Equity and dividends

Equity and share capital

As of 31 December 2024, the EMGS Group had a combined equity of USD 3.4 million, representing an equity ratio of

11.1%.

The Board’s assessment of the Company’s equity position is set out in the Board of Director’s Report.

The Company’s registered share capital is NOK 130,969,690 divided into 130,969,690 shares each having a par value

of NOK 1.

Dividends

The Company has at present no intention to pay dividends. The Board will establish a dividend policy when relevant.

The Company’s objective is to generate a long-term return for its shareholders through dividends and increases in the

share price that are, at least, in line with the return available on similar investment opportunities of comparable risk.

Authorisations to increase share capital and to acquire own shares

At the Annual General Meeting (AGM) held on 19 June 2024, the Board was authorised to increase the share capital of

the Company by up to NOK 26,193,968 (being 20% of the registered share capital of the Company) through one or more

share issues. Further details are set out in the resolution by the AGM that states, amongst others, that the authorisation

may be utilised in connection with potential transaction / M&A activity, and/or to finance general corporate purposes.

The Board was also given an authorisation to increase the share capital by up to NOK 3,929,090 to be utilised for fulfilling

the Company’s obligations towards holders of options, should such options be exercised. All options are based on the

Employee Option Programme.

The two authorisations are valid until the next AGM of the Company, but in no event beyond 30 June 2025. As of

31 December 2024, the Board had not used these authorisations.

4. Equal treatment of shareholders and transactions with close associates

Equal treatment

Equal treatment of shareholders is an important principle for corporate governance in EMGS. The Company has one

class of shares, and any purchases or sales of own shares are carried out over the stock exchange.

The Articles of Association do not impose any restrictions on voting rights. All shares have equal rights.

Pursuant to the Norwegian Public Limited Liability Companies Act, existing shareholders have pre-emption rights in

connection with share capital increases and issuance of financial instruments which grant the holder a right to have

new shares issued. However, this right can be waived from time-to-time by a qualified majority of the shareholders.

When proposing to the shareholders to resolve such a waiver, the Board shall explain the rationale for such a waiver.

Where a share capital increase is resolved by the Board in accordance with an authorisation by the general meeting of

the Company, the pre-emption right may only be set aside where this has been pre-approved by the shareholders as

part of the issuance of the authorisation. Where the Board resolves to carry out an increase in the share capital and

waive the pre-emption rights of the existing shareholders on the basis of such an authorisation granted to the Board,

an explanation will normally be publicly disclosed in a stock exchange announcement issued in connection with the

increase of the capital.

The Board of EMGS will waive the pre-emption of existing shareholders in connection with any share capital increases

to meet the Company’s obligations towards holders of options if and when such options are exercised.

Transactions with close associates

In the event of any material transaction between the Company and its shareholders, a shareholder’s parent Company,

members of the Board, members of the executive personnel or close associates of any such parties, the Board will, as

a general rule, arrange for a valuation by an independent third party.

EMGS has implemented procedures for the Board, the board committees and the executive personnel to ensure that

any conflicts of interest connected to agreements entered into by the Company are reported to the full Board.

5. Freely negotiable shares

The shares in EMGS are freely negotiable and the Articles of Association do not contain any restrictions on negotiability.

EMGS is listed on the Oslo Stock Exchange, and the Company works actively to attract the interest of new shareholders.

6. General meetings

General Meetings

General meetings are the Company’s ultimate corporate body. EMGS encourages all shareholders to participate in

general meetings. The Board endeavours to organise the general meetings to ensure that as many shareholders as

possible may exercise their rights by participating, and that such meetings are an effective forum for the views of

shareholders and the Board.

Preparation for the Annual General Meeting (AGM)

The AGM is normally held in June each year, and in any case no later than 30 June, which is the latest date permitted

under applicable law. The 2023 AGM was held on 19 June 2024. The 2024 AGM is scheduled to be held on 19 June 2025.

The notices calling the general meetings are made available on the Company’s website and sent to shareholders in the

form requested in their VPS account, in each event no later than three weeks prior to the meeting.

According to article 8 of the Company’s registered Articles of Association and provided that the shareholders may

participate in general meetings electronically, ref. article 9 in the articles, the AGM may, with the majority required to

amend the Articles of Association and with effect until the next AGM, decide that the notices calling Extraordinary

General Meetings shall be sent no later than two weeks before the date of the meeting.

Shareholders who wish to take part in a general meeting must give notice to the Company by the date stated in the

notice of meeting, which date must be at least two business days before the general meeting.

Each share carries one vote in the Company's general meetings.

Article 10 of the Articles of Association stipulates that the supporting documents dealing with matters to be considered

by the AGM can be made available on the Company’s website rather than being sent to shareholders directly. However,

shareholders are still entitled to receive the documents by post upon request.

The calling notice to the general meeting along with a form for appointing a proxy and sufficiently detailed supporting

information, including proposals for resolutions and comments on matters where no resolution is proposed, are

disclosed on the Company’s website. Resolutions and supporting information are sufficiently detailed and

comprehensive to enable shareholders to form a view on matters on the agenda to be considered in the meeting. The

Company will make appropriate arrangements for the general meeting to vote separately on each candidate nominated

for the Company’s corporate bodies.

As a routine, the financial calendar for the coming year is published no later than 31 December as a stock exchange

announcement, and it is also made available on the Company’s website.

Participation in general meetings

Shareholders who do not attend the general meeting may be represented and exercise their voting rights by way of a

proxy. A person will be nominated to be available to vote as a proxy on behalf of shareholders. Proxy forms will enable

the proxy holder to cast votes for each item on the agenda separately. The final deadline for shareholders to give notice

of their intention to attend the meeting or to vote by proxy will be set in the notice for the meeting. According to article

9 of the Articles of Association, the Board may decide that the shareholders can participate in the general meeting by

mean of an electronic aid, including that they may exercise their rights as shareholders electronically.

Agenda and conduct of the AGM

The Board decides the agenda for the AGM. The main agenda items are determined by the requirements of the Public

Limited Liability Companies Act.

The Code stipulates that the Board should have arrangements to ensure an independent Chairman for the general

meetings. The Company has evaluated the recommendation but decided that it was in the interest of the Company and

the shareholders that the general meeting held in 2024 was chaired by the Chairman of the Board.

The AGM minutes are published by the issuance of a stock exchange announcement and are also made available on the

Company’s homepage.

7. Nomination Committee

EMGS has a Nomination Committee elected by the AGM. According to article 11 in the Company’s Articles of

Association, the committee shall consist of 2 to 3 members who shall be elected by the AGM for a period of 2 years,

unless the AGM decides a shorter period.

As per 31 December 2023, the Nomination Committee consisted of two members;

•

Kristian Siem (Chairperson)

•

Christos Makrygiannis

The Nomination Committee has refrained from accepting a fee for their work on the Nomination Committee. The

Nomination Committee proposes candidates for election to the Board and for the remuneration of the members of the

Board. Also, the Nomination Committee proposes candidates for election to the Nomination Committee and suggests

changes to the mandate or guidelines of the Nomination Committee.

EMGS’ Nomination Committee is in contact with shareholders, the Board and the Company’s executive management

when searching for candidates for election to the Board.

The recommendation to the AGM relating to the election should be available in time to be sent with the notice calling

the meeting, so that the shareholders have the opportunity to submit their views on the recommendation to the

Nomination Committee ahead of the meeting. Further details are set out in article 11 of the Articles of Association and

in the guidelines for the nomination committee, which were approved by the AGM in 2012.

8. Board: composition and independence

The composition of the Board

EMGS does not have a corporate assembly.

According to article 5 in the Company’s Articles of Association, the Board shall consist of 3–11 board members. At the

end of 2024, EMGS’ Board consisted of four directors. Two of the directors are female and two are male.

The shareholder-elected members represent varied and broad experience from relevant industries and areas of

speciality, and the members bring experiences from both Norwegian and international companies. Any proposal for the

election of shareholder-elected board members are made with a view to ensure that the Board can attend to the

shareholders’ common interest and the Company’s need for competence, capacity and diversity. Also, the Board should

function well as a collegial body. The Chairman of the Board is elected by the general meeting.

As of 31 December 2024, the Board consisted of the following directors:

•

Frederik W. Mohn, Chairman

•

Beatriz Malo de Molina (Independent)

•

Mimi Berdal (Independent)

•

Jørgen Westad

Independence of the Board

The Board does not include any members from the Company’s executive management.

Two of the four shareholder-elected board members, Ms. Malo de Molina and Ms. Berdal, are considered independent

of the Company’s material business associations and major shareholders. Mr. Mohn and Mr. Westad are not considered

independent and are related to one of each of the Company’s two largest shareholders. Mr. Mohn and Mr. Westad are

related to bondholders that hold the majority of the convertible bond.

As the majority of the members of the Board are not considered independent, the Company deviates from the Code on

this point. However, the Company believes that this deviation is in the interest of both EMGS and its stakeholders,

including other shareholders, as it allows for short lines of communication between the Company and its largest

shareholders as well as significant experience and competence to the Board which the Company may not be able to

retain without these directors.

9. The work of the Board

The Board’s duties and responsibilities

The Board has the ultimate responsibility for the management of the Company and for supervising its day-to-day

management and activities in general. This includes developing the Company’s strategy and monitoring its

implementation. In addition, the Board exercises supervision responsibilities to ensure that the Company manages its

business and assets and carries out risk management in a prudent and satisfactory manner. The Board is responsible

for the appointment of the CEO. The Board has an annual plan for its work.

Mandate for the Board

In accordance with the provisions of Norwegian company law, the terms of reference for the Board are set out in a

formal mandate that includes specific rules and guidelines on the work of the Board and decision making. The Chairman

of the Board is responsible for ensuring that the work of the Board is carried out in an effective and proper manner in

accordance with legislation.

Mandate for the CEO

The Board issues a mandate for the work of the CEO. There is a clear division of responsibilities between the Board and

the CEO. The CEO is responsible for the operational management of the Company.

Financial reporting

The Board receives periodic reports on the Company’s commercial and financial status. The Company follows the

timetable laid down by the Oslo Stock Exchange for the publication of interim and annual reports.

Board meetings

The Board holds regular meetings and a strategy meeting each year. Extraordinary Board meetings are held as and

when required, to consider matters that cannot wait until the next regular meeting. In addition, the Board has

appointed three sub-committees composed of board members to work on matters in these areas. The Board has

established and stipulated instructions for these committees.

Audit Committee

The Audit Committee is appointed by the Board. Its main responsibilities are to supervise the Company’s systems for

internal control, to ensure that the auditor is independent and assist the Board with oversight. The Audit Committee

has reviewed the procedures for risk management and financial controls for the major areas of the Company’s business

activities.

The Audit Committee receives reports on the work of the external auditor and the results of the audit. Also, the Audit

Committee meets regularly with the auditor where no member of the executive management is present.

As per 31 December 2024, the Audit Committee consisted of the following:

•

Beatriz Malo de Molina, Chairman

•

Jørgen Westad

Compensation Committee

The Compensation Committee makes proposals to the Board on the employment terms, as well as conditions and total

remuneration of the CEO and other executive personnel.

As per 31 December 2024, the Compensation Committee consisted of the following:

•

Frederik W. Mohn, Chairman

•

Beatriz Malo de Molina

•

Mimi Berdal

•

Jørgen Westad

Strategy Committee

A Strategy Committee was established by the Board on 11 February 2015. The Strategy Committee shall contribute to

the Company’s strategy development.

The committee consists of the following:

•

Frederik W. Mohn, Chairman

•

Beatriz Malo de Molina

•

Mimi Berdal

•

Jørgen Westad

Annual evaluation

The Board’s working methods and interactions are subject to annual revision.

10. Risk management and internal control

The Board ensures that the Company has sound risk management and an internal control system that is appropriate to

its activities. The risk management and internal control systems in EMGS are based on its corporate values, ethics

guidelines and principles for sustainability and corporate social responsibility (“

CSR

”). The Board reviews the Company’s

internal control system and the main areas of risk annually.

EMGS’ management conducts day-to-day follow-up of financial management and reporting. Management reports to

the Audit Committee, which conducts a review of the quarterly and annual reports before publication. The Audit

Committee inquires into the integrity of EMGS’ accounts, also in its interactions with the independent auditor. It also

inquiries into, on behalf of the Board, issues related to financial review and internal control, and the external audit of

EMGS’ accounts. The Board ensures that EMGS is capable of producing reliable annual reports and that the external

auditor’s recommendations are given thorough consideration.

A description of the Company’s financial risk management objectives and policies are included in Note 3 to the financial

accounts.

11. Remuneration for the Board

The AGM decides the remuneration paid to members of the Board annually. The Nomination Committee prepares

proposals for the AGM regarding remuneration for Board members. The remuneration of the Board reflects the Board’s

responsibility, expertise and time commitment, and the complexity of the Company’s activities.

The Code recommends that remuneration of the Board should not be linked to the Company’s performance and,

further, that the Company should not grant options to members of its Board.

None of the shareholder-elected board members are engaged by the Company in any other role (e.g., as consultant)

other than that as Board members.

Details on the remuneration to the Board can be found in notes to the financial statements of the Company.

12. Remuneration of the executive personnel

The Board determines salary and other remuneration systems for key management personnel pursuant to the

provisions of the Norwegian Public Limited Liability Companies Act. The CEO’s employment conditions, and

remuneration are determined by the Board and are presented to the AGM. The Board annually evaluates salary and

other remuneration for the CEO. Details on the remuneration to the Company’s executive personnel are included in

notes to the financial statements of the Company.

The guidelines of the remuneration system for the executive personnel are determined by the Board and is presented

to the AGM through a declaration on principles for management remuneration, which is required by law. This

declaration is also included in the Company’s annual report.

Performance-related remuneration of the executive personnel is linked to value creation for shareholders or the

Company’s performance over time. The performance-related remuneration to the executive personnel is subject to an

absolute limit.

The Board believes that the salary levels of executive personnel should be competitive.

In accordance with the public limited liability companies act (ASAL §6-16), a remuneration report will be made

available on

www.emgs.com

prior to the AGM to be held on 19 June 2025.

13. Information and communications

EMGS maintains regular dialogue with analysts and investors. The Company considers it very important to inform

shareholders and investors about the Company’s commercial and financial performance.

The Company strives to continuously publish all relevant information to the market in a timely, effective and non-

discriminatory manner. All stock exchange announcements are made available both on the Company’s website and on

the Oslo Stock Exchange news website at www.newsweb.no, and are also distributed to news agencies (via Hugin).

Financial reports

EMGS publishes its provisional annual accounts as soon as possible after the end of each financial year. The complete

annual report and accounts are made available to shareholders no later than three weeks prior to the AGM and no later

than by the end of April, as required by the Securities Trading Act (section 5-5 (1)).

Quarterly reports are normally published within six weeks following the end of the quarter, except for the report for

the second quarter which is normally published approximately seven weeks following the end of the quarter.

The Company’s financial calendar for the coming year is published no later than 31 December in accordance with the

rules of the Oslo Stock Exchange. The financial calendar is available on the Company’s website and on the Oslo Stock

Exchange website.

EMGS holds recorded web-based presentations in connection with the publication of its interim results. These

presentations review the published results, market conditions and the Company’s future prospects. The presentations

are given by the CEO and/or the CFO and are distributed by webcast so that anyone can follow the presentation.

Quarterly reports, presentation material and webcasts are all available on the Company’s website.

Other market information

In addition to the dialogue between the shareholders in the general meeting, the Board aspires to maintain contact

with shareholders throughout the year, if possible in relation to the quarterly presentations and the participation in

seminars mainly aimed at investors. This contact is coordinated between the Chairman of the Board, the CEO and/or

the CFO.

The Company has a policy of identifying the positions entitled to speak on behalf of the Company on various subjects,

and who should communicate with the media, investors and investment bankers.

14. Takeovers

The Board endorses the recommendation of the Code for corporate governance on takeover bids. EMGS’ Articles of

Association do not contain any restrictions, limitations or defence mechanisms on acquiring the Company’s shares.

In accordance with the Securities Trading Act and the Code, the Board has adopted guidelines for possible takeovers.

In the event of a takeover bid, the Board will, in accordance with its overall responsibility for corporate governance, act

for the benefit of all Company shareholders. The Board will not seek to hinder or obstruct takeover bids for EMGS’

activities or shares, unless the interests of the Company’s shareholders so warrants.

If an offer is made for EMGS’ shares, the Board will normally both make a recommendation as to whether the

shareholders should accept the offer and arrange a valuation from an independent expert.

15. Auditor

The external auditor presents an annual plan to the Audit Committee covering the main features for carrying out the

audit. The external auditor presents the result of the audit to the Audit Committee and the Board in the meeting dealing

with the annual financial statements, including presenting any material changes in the Company’s accounting principles

and significant accounting estimates, and reporting any material matters on which there has been disagreement

between the external auditor and EMGS’ executive management.

The external auditor annually presents internal control weaknesses and improvement opportunities to the Audit

Committee and, when appropriate, to the Board. The Board holds a meeting with the auditor at least once a year where

no member of the executive management is present.

The Board has adopted instructions as to the executive personnel’s access to the use of the external auditor for services

other than auditing. The external auditor provides an overview of remuneration divided into fee paid for audit work

and any fees paid for other specific assignments, which are presented to the Audit Committee and at the Annual General

Meeting. This disclosure is also included in the annual report.

The external auditor has given the Board a written notification confirming that the requirements for independence are

satisfied.

Oslo, 24 April 2025

Board of Directors and CEO of Electromagnetic Geoservices ASA

Sign.

Report on Sustainability and

Corporate Social Responsibility

Introduction

This report from the Board of Directors (the “Board”) of Electromagnetic Geoservices ASA (“EMGS” or “the Company”)

describes EMGS’ principles, efforts, measures and results related to sustainability and corporate social responsibility

(“CSR”) in the year of 2024.

The report is based on the principles in EMGS’ policy for sustainability and corporate social responsibility and the EMGS

sustainability and corporate social responsibility standard (together, the “CSR Policy Documents”). These principles

cover the areas labour rights, anti-corruption, the environment and human rights. The CSR Policy Documents applies to

both national and international operations.

It is the intention of EMGS that the Company’s efforts within (i) working environment issues, including safety measures,

(ii) anti-corruption procedures and training, and (iii) the culture encouraged from our employees through the CSR Policy

Documents shall contribute to improved understanding for human rights, working ethics, work environment, health,

safety and environmental impact.

The work related to sustainability and CSR (together “the CSR work”) in EMGS is based on the core values of the

Company:

•

Integrity

in all our relationships

We earn trust through demonstrating integrity. We dare to challenge, and we are honest. Our honesty benefits

all our relationships.

•

Commitment

to value creation

We are strong believers in the value our technology creates for both customers and shareholders. We go the

extra mile.

•

Innovation

in products and services

We set the stage for the future of the industry. We are passionate about developing what our customers need.

•

Quality

in every step

We care about our people, our customers and our deliveries. We don’t compromise on safety or on quality. This report

covers CSR work related to EMGS with its subsidiaries (together, the “Group”) in 2024.

The report is primarily based on feedback from management in the Group and various internal committees, reporting

systems and reports. Throughout 2024, as in previous years, CSR issues were discussed in management meetings and

by the Board.

This report includes an introduction to the abovementioned principles, the EMGS commitment, implementation and

actions as well as the measures and outcome specific for 2024.

The CSR policy is available on the Company’s homepage

www.emgs.com

Transparency Act Statement

As required under Section 5 of the Norwegian Transparency Act of 18 June 2021, EMGS has prepared an approved a

separate statement pertaining to our work related to human rights and decent working conditions. The statement is

attached to this Report on Sustainability and Corporate Social Responsibility and is also published on the Company’s

homepage

www.emgs.com

Statement on CSR work 2024

All work in the Group related to CSR is based on the CSR Policy Documents. Below is an overview of the principles, as

well as a description of how the Company reports issues relate to CSR, and measures taken under each of the main CSR

principles.

Quality, Health, Security, Safety and Environment

In 2024, the general objectives for Quality, Health, Security, Safety and Environment (QHSSE) were met. Several areas

of improvement were identified during the course of 2024, as is natural given the nature of CSR compliance. The

Company’s five-year trailing QHSSE statistics are in line with its peers.

EMGS complies with the highest standards from IOGP, the International Association of Oil and Gas Producers, as well

as with specific QHSSE requirements from customers and authorities.

QHSSE performance is reviewed on a regular basis with the Board and management team.

Labour rights

EMGS adheres to the following principles for labour rights:

•

Freedom of association and right to collective bargaining;

•

No forced or compulsory labour;

•

No child labour; and

•

No discrimination

The working environment and the employees

As of 31 December 2024, the EMGS Group had 20 employees, of which four work in Trondheim, Norway, eleven at the

regional office in Oslo, Norway, four offshore and one in Mexico City, Mexico.

EMGS takes a proactive approach to the welfare and safety of its employees and has initiated a number of measures to

keep short-and long-term sick leave amongst the employee group at current low levels. The Company experienced no

lost time injury events in 2024.

Equal opportunities and discrimination statement

EMGS’ 20 employees represent six different nationalities with different cultures.

EMGS has defined and implemented guidelines to protect against gender discrimination. At the end of 2024, two of the

Group’s 20 employees, or 10%, were female, which is lower as compared to male/female ratio as of 31 December 2023.

The Group will continue to prioritise its goal of improving the current imbalance by actively following a recruiting

strategy to this effect. EMGS recognises that the average compensation for its female employees is lower than the

average workforce figure. This can be explained by a high degree of representation of males at management level and

among the technical professionals. As per 31 December 2024, the executive management team consisted of three

persons, whereof all are male.

The Discrimination Act’s objective is to promote gender equality, ensure equal opportunities and rights, and to prevent

discrimination due to ethnicity, national origin, descent, skin colour, language, religion and faith. The Group is actively

and systematically working to encourage the Act’s purpose within its business. The activities include recruiting,

remuneration, working conditions, promotion, development opportunities and protection against harassment. These

are issues of importance for EMGS’ working environment, as the Group has employees from five nations with a various

languages, cultures, ethnicities, religions and faiths.

The Group’s aim is to have a workplace with no discrimination due to reduced functional ability. For employees or new

applicants with reduced functional ability, individual arrangements can be made concerning the workplace and

responsibilities. For offshore work, the Group has limited possibilities for offering work to employees with reduced

functional ability.

Working environment measures

EMGS management encourages and facilitates close dialogue between management and employees, and between the

different departments within the Group. Some of the actions to facilitate dialogue are through bi-weekly meetings held

with all employees.

Office inspections are carried out on a regular basis to capture potential working environment hazards.

The Maritime Labour Convention, MLC 2006 was implemented in August 2013 and the Norwegian law implementing

this convention, the Shipworker Act, was implemented on the same day. By the end of 2019, the MLC 2006 had been

ratified by 94 countries. EMGS’ working environment and terms were already in line with the MLC 2006 and the

Shipworker Act requirements before its implementation.

Anti-Corruption

Corruption undermines all sound business activities and free competition. Business should work against corruption in

all its forms, including extortion and bribery. EMGS has a zero-tolerance policy with respect to corruption in all its forms,

including bribery and facilitation payments. Adherence to this principle is a basic and fundamental requirement for all

contractors and suppliers.

The Group and all of its employees shall at all times adhere to all applicable legislation related to bribery and anti-

corruption, and as a minimum always to the provisions of the FCPA, the UK Bribery Act and the Norwegian penal code.

The Company has over the years given significant attention to the Company’s active pursuit to prevent corruption and

bribery.

EMGS has several policies and standards related to its anti-corruption compliance programme, including but not limited

to the Ethics Policy and Code of Conduct as well as an anti-corruption compliance training programme. The training is

a combination of web-based and more in-depth training in meetings.

The Group has established a whistle-blower procedure in line with best practice industry standards and all applicable

regulations. EMGS encourages and supports employees who report dilemmas and incidents in relation to attempted

and/or actual corruption, bribery and/or fraud to management (“whistle blowers”). The Company has not received any

reports from employees related to anti-corruption during 2024.

EMGS continues to place a high priority on the Company’s compliance work.

External environment

EMGS is of the opinion that a more systematic use of its EM data in offshore oil exploration will reduce the

environmental footprint of oil exploration activities by among other things reducing the number of dry or non-

commercial wells being drilled before finding and appraising hydrocarbon reservoirs.

EMGS is committed to acting responsibly and in full transparency to monitor and reduce its environmental impact and

continually improve the overall environmental performance of its services. This is an integral and fundamental part of

EMGS’ business strategy, operating methods and technology development implemented through EMGS’ QHSSE Policy,

Environmental Standard and Environmental Management Plan.

EMGS is tracking its environmental footprint on each survey and identifying and monitoring the main waste streams

including hazardous waste.

The technology EMGS uses supports the Company’s environmental ambitions. The anchors used to keep receivers in

place are made from an eco-friendly compound which dissolves in the months after the receivers are released, thus the

anchors do not harm the environment. This means that the anchors are reduced to disaggregated sand after a survey,

leaving no discernible survey footprint and no hazard to subsea operations or fishing.

Human Rights

Principles related to Human Rights:

•

Support and respect the protection of human rights; and

•

Make sure not to be complicit in human rights abuses.

Human rights abuses shall not occur at EMGS. It is the intention of EMGS that the working environment effort, including

safety measures, the anti-corruption procedures and training as well as the attitude encouraged from the Company’s

employees shall contribute to improved understanding for human rights, working ethics and a cleaner environment in

the areas of the world where the Group operates.

The reputation of the Company is created by the collective conduct of each individual employee. The employees are

obligated to study the EMGS policies, including but not limited to Ethics Policy and Code of Conduct and perform their

duties accordingly.

On an operating level, EMGS seeks to ensure that there is a good working environment without discrimination of any

kind in the Group. The managers handle all minor issues related to human rights. If/when there are issues of broader

magnitude, HR, and legal are involved.

No claim regarding Human Rights has been reported to HR, QHSE or Legal in 2024.

2024 Transparency Act Statement

INTRODUCTION AND PURPOSE

Avoiding any form of contribution to, or risk of contributing to, human rights violations has always been central to

Electromagnetic Geoservices ASA’s (together with its subsidiaries, “EMGS” or the “Company”) obligations towards its

stakeholders, including most notably the various local communities in which EMGS operates.

Our commitment to the protection of human rights is incorporated as a core tenet in our most important guidance

documents, including our Code of Conduct. EMGS requires all sales agents and other key service providers to adhere to

our own Code of Conduct, unless they can document that they have already implemented a similar guidance document

with requirements no less stringent than those incorporated in EMGS’ Code of Conduct.

Following the implementation of the Norwegian Transparency Act of 18 June 2021 (the “Transparency Act”), EMGS’

efforts to ensure that we perform adequate risk assessments to identify actual or potential risks of human rights

infringements, directly or indirectly through our suppliers and supply chains, has been further strengthened.

This statement has been prepared in accordance with Section 5 first subsection of the Transparency Act and was

approved by the EMGS board of directors in April 2025.

OUR BUSINESS, ORGANISATION AND HUMAN RIGHTS COMPLIANCE

About EMGS

EMGS acquires, processes and markets CSEM (controlled-source electromagnetic) and MT (magnetotelluric) data,

primarily for use in offshore oil and gas exploration, using its own proprietary EM technology.

The EM data is acquired using a designated EM acquisition vessel, which EMGS charters on a time charter basis (i.e.

including, amongst other things, provision of the maritime crew operating the vessel) from North Sea Commander

Shipping AS, a Norwegian shipowner and operator.

In addition to data acquisition operations, EMGS processes EM data and provides certain consulting services related to

our principal lines of business.

For further details regarding EMGS, its business, organisation, and operations, please refer to earlier sections of the

annual report and other information published on the Company’s webpage (www.emgs.com).

EMGS’ work to ensure no human rights infringement risk

EMGS has, prior to the implementation of the Transparency Act, adopted a risk-based approach to ensuring that we do

not contribute to, or risk contributing to, human rights violations. Specifically, this means that the Company on a regular

basis and as part of all relevant risk analysis (e.g. prior to performing acquisition operations outside of Norway)

specifically considers these questions with a view to identifying human rights risks and ensuring that appropriate

measures are implemented to avoid or, as the case may be, seek to fully mitigate them.

Following the implementation of the Transparency Act, EMGS has, additionally, introduced a company group-wide risk

analysis.

In addition to continuing this specific event- and risk-based work to ensure our compliance with fundamental human

rights, EMGS has, based on the requirements of the Transparency Act, instituted a semi-annual group-wide risk analysis

based on the process set out in the OECD Due Diligence Guidance for Responsible Business Conduct. The results of this

review are reported to the Audit Committee and, on an annual basis, to the Board of Directors.

Any findings identified through the due diligence review process (or otherwise during the ordinary course of business),

are followed up separately with continuous reporting to the Audit Committee.

DUE DILIGENCE FINDINGS AND AREAS OF FOCUS

Under the Transparency Act, EMGS is obligated to publish the “[…] actual negative consequences for basic human rights

and decent working conditions, and significant risk of negative consequences […]” (office translation) identified by the

Company as part of the due diligence review.

EMGS has not, during the period covered by this statement, identified any actual negative consequences for basic

human rights and decent working conditions as a direct or indirect result of its business or operations.

Based on a risk-based approach, EMGS has identified the following two areas as those with the highest risk (meaning,

in this context, more than a remote or hypothetical possibility) of negative consequences for human rights and/or

decent working conditions:

•

EMGS operates on a worldwide basis. Consequently, the Company will from time-to-time operate in countries

where local requirements, laws and regulations applicable to our operations (e.g. requirements for fishing

representatives onboard our vessel during operations) do not sufficiently safeguard the interest of local fishing

communities and/or indigenous peoples. Consequently, when performing offshore acquisition operations in

such countries, the Company would, if it solely relied on meeting the requirements under applicable local law,

still risk infringing on the rights and interests of such local fishing communities and/or indigenous peoples. To

mitigate this risk, EMGS undertakes specific human-rights related risk analysis when operating in such

jurisdictions and implements mitigating initiatives and efforts if and as appropriate. Based on the concrete

circumstances, such mitigating initiatives and efforts may include voluntary use of fishing representative(s),

retaining one or more local community/fishing liaisons, consultation with affected or potentially affected local

communities and fishermen, and paying appropriate compensation in case of disruption to fishing activity

(including in the form of pre-emptive compensation; paying compensation to local fishing communities so that

they may temporarily cease their fishing activity in EMGS’ area of operation). Based on extensive experience

from operating in such areas, and considering the robust mitigating measures EMGS employs, we consider the

risk to be very low (although not negligible). During 2024 EMGS operated in Brazil and Norway. Based on

planned acquisition activity in 2025, EMGS considers this risk factor to be germane going forward.

•

At the end of 2024, EMGS had 20 full time employees (whereof 19 were based in Norway), in addition to

certain direct contractors. EMGS considers the risk of potential non-compliance with the right to decent

working conditions among its own employees and direct contractors, including in both instances with respect

to those working on the Company’s vessel/offshore, to be very low. EMGS also relies on the consultants,

contractors, and employees of our suppliers. As we are not the employer/direct contracting party to this

personnel, regular interaction and follow up is required to ensure that their working conditions are, as a

minimum, decent and generally acceptable. EMGS mitigates this risk by specifically addressing these questions

with our contracting counterparties both during the sourcing/contracting phase and (for longer/recurring

engagements) with regular intervals during the course of the relationship. Furthermore, our own employees

are encouraged to report, either through their line manager or, if deemed appropriate, through our whistle-

blower channel if they suspect that working conditions for such personnel are below the requirements of

EMGS. EMGS considers this risk to be very low (although not negligible).

INFORMATION REQUESTS

Under Section 6 of the Transparency Act, any person has the right to submit a written request for further information

to EMGS. We kindly ask that such requests are sent to [email protected].

Oslo, 24 April 2025

Board of Directors and CEO of Electromagnetic Geoservices ASA

Sign.

Determination of Salary

Statement

The following statement has been prepared by the Board of Directors of Electromagnetic Geoservices ASA (“EMGS” or

the “Company”) and outlines the main principles for the current remuneration policy but does not constitute the official

accepted guidelines. The official guidelines made in accordance with section 6-16a of the Norwegian Public Limited

Liability Companies Act was accepted by the 2021 AGM and is published on

www.emgs.com

. The Board’s Senior

Executive Remuneration Report for 2024 will be available in the 2025 AGM Calling Notice and on

www.emgs.com

following AGM on 19 June 2025.

Main principles for determination of management remuneration

The objective of the Company’s compensation policy for the executive management (“Management”), is to attract and

retain the best leadership capabilities available to lead and develop the Company and thus maximise shareholder and

stakeholder value. The compensation is based both on a non-variable element (“Base Salary”) and variable elements

such as bonus, stock options and variable special payments (“Variable Compensation”, and, together with Base Salary,

“Overall Compensation”).

For the CEO, the compensation level is determined by the Board of Directors without involvement from the CEO. For

other members of Management, compensation is determined by the Board based on recommendations from, and

discussions with, the CEO.

The Base Salary shall be competitive to local market levels and is determined by the manager’s skills and level of

responsibility in the organisation. The Base Salary is determined by using industry benchmarks with local relevance for

similar roles.

The Variable Compensation, such as bonuses, is applied using Company performance and individual performance. Long

term incentives, such as stock option plan, are applied by assessing the criticality of the role to the Company, and as an

instrument to retain critical skills in the Company.

When determining compensation for the CEO and other members of Management, the Board takes into consideration

not only industry benchmarks and individual performance, but also the average compensation level for all other

employees of the Company.

Salaries and remuneration

2.1

Base Salary

The Management’s fixed annual salary is defined as the Base salary and is subject to annual review.

2.2

Performance Bonus

The Company has a performance bonus programme linked to annual performance. The objective of the programme is

to compensate individuals based on the achievement of Company objectives as well as personal performance. The

objectives of the Company are established by the Board of Directors.

Management has a bonus potential of up to 50% of Base Salary, and the rates are specified in the individual employment

agreements. Management’s bonuses are based on achieving KPIs set by the Board of Directors. The KPIs vary from year

to year, but typically include achieving financial targets and operating in a safe and efficient manner. In 2024,

Management did not achieve the KPI financial targets set by the Board of Directors. For further details to Management’s

compensation, please see Note 6 to EMGS ASA’s financial statements or the Remuneration Report 2023 available on

www.emgs.com

A Bonus programme is established as a general programme for all employees with a bonus potential of 10 – 50% of

Annual Base Salary. No bonus was accrued in 2024.

2.3

Share Option Programme

Management participates in the Company’s Stock Option Plan which is used to attract and retain employees. The

programme was established with the aim to provide a long-term incentive.

For new grants, the minimum exercise price is set at fair market value at the date of grant. The vesting of such options

takes place over a four-year period from the date of the grant.

Any new grants under the share option programme will be determined by the Board based on authorisation from the

annual general meeting (as described directly below).

The Company’s share option programme is based on an authorisation from the annual general meeting of the Company.

The authorisation was renewed at the annual general meeting in 2024 and is thus subject to renewal at the 2025 annual

general meeting. The authorisation, which covers all employees and not only Management, is limited to a maximum of

3,929,090 options.

The total number of outstanding options (for all employees and not only Management) under the share option

programme as of 31 December 2024 was 75,000.

2.4

Pension plan

Management participates in the Company´s general collective pension plan. The Company has defined contribution

pension plans, and the plan applicable in Norway involves a contribution level of 5% of Base Salary from 0 G up to 7.1

G and 15% of Base Salary from 7.1 G up 12 G, where G is the base amount (Folketrygdens grunnbeløp) that equals NOK

124 028 as of 31 December 2024.

The Company does not offer any top-up pension plan for Management.

2.5

Benefits in kind

Management participates in the Company’s ordinary benefits in kind schemes (i.e. telephone expenses, laptop and free

broadband connection and use). The Board may, on a case-by-case basis and based on their own discretion, award

other reasonable and benefits in kind provided that such benefits do not deviate from what is generally accepted in the

Norwegian market.

2.6

Severance plan

As is customary in the Norwegian market, the CEO has, in his employment agreement, agreed that he may be

terminated at the discretion of the Board (i.e. termination at will). In the event of such termination, the CEO is entitled

to severance pay equal to 12 months’ Base Salary. No other members of Management have any agreements to receive

Base salary and benefits beyond the statutory notice period.

Agreements may be signed regarding severance pay for other members of general management to attend to the

Company's needs at all times to ensure that the selection of managers is in commensuration with the Company's needs.

Pursuant to the Working Environment Act, such agreements may not have a binding effect on general management

other than the CEO.

Management salaries and remuneration in subsidiaries of EMGS

Companies within the EMGS group are to follow the main principles of the Company’s managerial salary policy as

described in section 1. It is an ambition of the Company to globally coordinate the wage policy and the plans used for

variable compensation throughout the EMGS Group.

Review of the executive management remuneration policy that has been carried out in the

financial year 2024

The remuneration policies set out in the declaration on determination of salary and other compensation to the

Management for 2024 were followed in all respects.

Oslo, 24 April 2025

Frederik W. Mohn

for and on behalf of the Board of Directors of Electromagnetic Geoservices ASA

Sign.

Financial

statements

EMGS Group

Consolidated Income Statement.

Note

2024

2023

Amounts in USD 1 000

Unaudited

Operating revenues

Contract sales

1,467

767

Multi-client pre-funding

6, 16

21,388

Multi-client late sales

6, 16

1,758

7,221

Other revenue

6, 25

114

Total revenues

24,727

7,988

Operating expenses

Charter hire, fuel and crew expenses

8,867

1,228

Reversal of provision to charter hire, fuel and crew expenses

-2,883

Employee expenses

3,536

2,950

Depreciation right-of-use assets

1,529

2,808

Multi-client amortisation

1,878

553

Other depreciation and amortisation

16,

3,130

3,707

Other operating expenses

9, 10

3,047

2,844

Total operating expenses

19,104

14,090

Operating profit/ (loss)

5,623

-6,102

Financial income and expenses

Interest income

926

1,251

Interest expense

-2,961

-3,094

Interest expense lease liabilities

11,

-249

-310

Gains on financial assets and liabilities

11,

733

-1

Net foreign currency income/(loss)

-750

Net financial items

-2,300

-2,097

Income/ (loss) before income taxes

3,323

-8,199

Income tax expense

503

-21

Income/ (loss) for the period

2,820

-8,178

Basic income/(loss) per share in USD

0.02

-0.06

Diluted income/(loss) per share (EPS) in USD

0.02

-0.06

Consolidated Statement of Other

Comprehensive Income.

2024

2023

Amounts in USD 1 000

Income/ (loss) for the period

2,820

-8,178

Other comprehensive income to be reclassified to profit or loss

in subsequent periods:

Exchange differences on translation of foreign operations

-4

Other comprehensive income

-4

Total other comprehensive income/(loss) for the period

2,820

-8,182

The items recorded in Other comprehensive income/(loss) do not have any tax effect in 2024 or 2023. Amounts are

wholly allocated to the owners of the parent.

Consolidated Statement of Financial Position

Note

2024

2023

ASSETS

Non-current assets

Multi-client library

3,584

951

Other intangible assets

387

Property, plant and equipment

3,637

6,584

Right-of-use assets

2,376

1,530

Other receivables and prepayments

3,297

2,929

Assets under construction

Total non-current assets

13,282

12,006

Current assets

Spare parts, fuel, anchors and batteries

3,421

4,010

Trade receivables and accrued revenues

900

1,124

Other receivables and prepayments

2,334

179

Financial lease receivables

Cash and cash equivalents

9,122

10,255

Restricted cash

748

193

Total current assets

16,525

15,761

Total assets

29,807

27,767

EQUITY

Capital and reserves attributable to equity holders

Share capital, share premium and other paid-in equity

71,589

Other reserves

-1,579

Retained earnings

-66,587

-69,407

Total equity

3,421

601

LIABILITIES

Non-current liabilities

Borrowings

19,584

Non-current leasing liabilities

23,

139

Total non-current liabilities

19,722

Current liabilities

Trade payables

2,709

1,135

Current tax liabilities

2,945

Other short term liabilities

1,491

1,169

Borrowings

19,658

Current leasing liabilities

23,

2,489

2,194

Total current liabilities

26,347

7,443

Total liabilities

26,386

27,165

Total equity and liabilities

29,807

27,767

Oslo, 24 April 2025

Board of Directors and CEO of Electromagnetic Geoservices ASA

Sign.

Consolidated Statement of Cash Flows.

Amounts in USD 1 000

Note

2024

2023

Net cash flow from operating activities

Income/ (loss) before income taxes

3,323

-8,199

Adjustments for:

Total taxes paid

-59

Depreciation right-of-use assets

2,051

2,808

Multi-client amortisation

1,878

553

Other depreciation and amortisation

16,17

3,130

3,707

Impairment of other long term assets

16,17

Cost of share-based payment

101

Change in trade receivables

223

6,775

Change in inventories

590

148

Change in trade payables

1,574

-1,793

Change in other working capital

-6,205

-1,792

Finance Income

Finance Cost

2,584

2,705

Net cash flow from operating activities

9,148

4,952

Investing activities:

Purchase of property, plant and equipment

-171

-946

Investment in multi-client library

-4,512

Purchase of intangible assets

-386

Cash used in investing activities

-5,069

-946

Financial activities:

Principal amount leases

-2,703

-2,580

Interest lease liabilities

-249

-310

Interest paid

-2,261

-2,295

Cash used in/provided by financial activities

-5,213

-5,185

Net change in cash

-1,133

-1,179

Cash balance beginning of period

10,255

11,434

Cash balance end of period

9,122

10,255

Net change in cash

-1,133

-1,179

Consolidated Statement

of Changes in Equity

Amounts in USD 1 000

Note

Share capital

share premium

and other paid-

in-capital

Other reserves

Retained

earnings

Total equity

Balance as of 1 January 2023

71,490

-1,575

-61,233

8,681

Income/(loss) for the period

-8,178

Other comprehensive income

-4

Total comprehensive income

-4

-8,178

-8,182

Cost of share-based payments

102

Balance as of 31 December

2023

71,589

-1,579

-69,407

601

Income/(loss) for the period

2,820

Other comprehensive income

Total comprehensive income

2,820

Cost of share-based payments

Balance as of 31 December

2024

71,589

-1,579

-66,587

3,421

Notes

Note 1 – Corporate information

Electromagnetic Geoservices ASA (EMGS/the Company) and its subsidiaries (together the Group) use EM to find

hydrocarbons in offshore reservoirs. The Company’s services help oil and gas companies to improve their exploration

success rates. The Group has subsidiaries in Norway, Brazil, USA, Malaysia, Mexico, Canada and the United Kingdom.

The Company is a public limited liability company incorporated and domiciled in Norway with shares and bonds that are

publicly traded. The address of its registered office is Karenslyst allè 4, 0278 Oslo, Norway.

These consolidated financial statements have been approved for issue by the Board of Directors and the Chief Executive

Officer on 23 April 2025

Note 2 – Summary of significant accounting policies

2. Summary of significant accounting policies

The principal accounting policies applied in the preparation of these consolidated financial statements are set out

below. These policies have been consistently applied to all the years presented, unless otherwise stated.

2.1 Basis of preparation

The consolidated financial statements of the Group have been prepared in accordance with International Financial

Reporting Standards (IFRS

® Accounting Standard “IFRS”)

as adopted by the European Union (EU). IFRS as adopted by

the EU differ in certain respects from IFRS as issued by the International Accounting Standards Board (IASB).

References to IFRS hereafter should be construed as references to IFRS as adopted by the EU.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting

estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting

policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates

are significant to the consolidated financial statements are disclosed in Note 4.

The consolidated financial statements have been prepared on a historical cost basis. The consolidated financial

statements are presented in US dollars and all values are rounded to the nearest thousand except when otherwise

indicated.

The consolidated financial statements provide comparative information in respect of the previous period. In addition,

the Group presents an additional statement of financial position at the beginning of the earliest period presented

when there is a retrospective application of an accounting policy.

2.2 Basis of consolidation

The consolidated financial statements incorporate the financial statements of EMGS and entities controlled by EMGS

(subsidiaries). Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement

with the investee and has the ability to affect those returns through its power over the investee.

Specifically, the Group controls an investee if and only if the Group has:

Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the

investee)

Exposure, or rights, to variable returns from its involvement with the investee

The ability to use its power over the investee to affect its returns

Generally, there is a presumption that a majority of the voting rights results in control. To support this presumption

and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all

relevant facts and circumstances in assessing whether it has power over an investee, including:

The contractual agreement(s) with the other vote holders of the investee

Rights arising from other contractual arrangements

The Group’s voting rights and potential voting rights

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes

to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control

over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses

of a subsidiary acquired or disposed during the year are included in the consolidated financial statements from the

date the Group gains control until the date the Group ceases to control the subsidiary.

All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions

are eliminated in full.

The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using

consistent accounting policies.

2.3 Current versus non-current classification

The Group presents assets and liabilities in the statement of financial position based on current/non-current

classification. An asset is classified as current when it is:

Expected to be realised or intended to be sold or consumed in normal operating cycle

Held primarily for the purpose of trading

Expected to be realised within twelve months after the reporting period, or

Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve

months after the reporting period

All other assets are classified as non-current.

A liability is current when:

It is expected to be settled in normal operating cycle

It is held primarily for the purpose of trading

It is due to be settled within twelve months after the reporting period, or

There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting

period

The Group classifies all other liabilities as non-current.

2.4 Foreign currencies

a) Functional and presentation currency

The financial statements of each entity within the Group reflect transactions recorded in the currency of the economic

environment in which it operates (the functional currency). The functional currency of the Company is US Dollars

(USD).

The consolidated financial statements are presented in USD which is the Group's presentation currency. Each entity

in the Group determines the functional currency and items included in the financial statements of each entity are

measured using that functional currency.

b) Transactions and balances

Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional currency

spot rate on the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in

foreign currencies are translated at the functional currency spot rate at the reporting date. All differences are recorded

in profit and loss.

Non-monetary items that are measured in terms of historical costs in a foreign currency are translated using the

exchange rates on the dates of the initial transactions. Non-monetary items measured at fair value in a foreign

currency are translated using the exchange rates on the date when the fair value is determined. The gain or loss arising

on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss

on the change in fair value of the item.

c) Group companies

The results and financial position of Group companies (none of which has the currency of a hyperinflationary economy)

that have a functional currency different from the presentation currency are translated into the presentation currency

as follows:

(i)

Assets and liabilities for each balance sheet presented are translated at the rate of exchange ruling at the

reporting date.

(ii)

Revenues and expenses for each income statement presented are translated using the foreign exchange rates

on the specific transaction date.

All resulting exchange differences are recognised in other comprehensive income.

2.5 Revenue from contracts with customers

Revenue from contracts with customers is recognised when control of the goods and services are transferred to the

customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for

those goods or services.

The disclosures of significant accounting judgements, estimates and assumptions relating to revenue from contracts

with customers are provided in Note 4. Revenue is shown net of withholding and value-added taxes. Revenue is

recognised as follows:

a) Proprietary contract sales

The Group performs EM services under contract for a specific customer, whereby the EM data is owned by the

customer. The Group recognises contract revenues (whether priced as Lump Sum, Day Rate or Unit Price) over time.

The Percentage of Completion (“POC”) revenue recognition method is used for proprietary contract sales. Under the

POC method revenue is recognised in proportion to the stage of completion of the agreement. The Group believes the

POC method is the most accurate way in which to measure performance obligations satisfied.

A map outlining the specific area to be acquired, processed or reprocessed along with related latitude/longitude

coordinates and related parameters for acquisition or processing are part of the agreement. This provides EMGS with

significant information about the area, geographical location and other matters which substantially impact the

Company’s estimate of time to complete the project. Such estimates are documented prior to the beginning of the

project agreement and progression tracking is documented daily in the vessel operational logs.

In most cases, a third-party is included in the daily review and approval process during acquisition. Approved daily

acquisition reports serve as the basis for determining physical progress in the POC calculations.

Mobilisation Fees

Costs related to mobilisation are deferred and recognised over the acquisition period (which is the time from the first

receiver is dropped to the last retrieval) of the contract, using the percentage of completion method. The deferral of

mobilisation costs can only begin after an agreement has been signed between EMGS and the client. Until a contract

is signed or anticipated, costs are expensed as incurred.

b) Sales of multi-client library data

Pre-funding agreements

Multi-client licensing sales made prior to commencement of acquisition for a project and licensing sales while the

projects are in progress, are presented as pre-funding revenues. The advantages for pre-funding customers are

generally the possibility to influence the project specifications, early access to acquired data, and discounted prices.

The Group recognises pre-funded revenue at the point in time when data is made accessible to the customer.

Late sales

Customers are granted a license from the Group which entitles them to access a specific part of the multi-client data

library. The license payment is fixed and is required when the license is granted. The late sale revenue is recognised

when a valid licensing agreement is signed, and the multi-client library data is made accessible to the customer.

Uplift

Uplift revenues can arise if a customer that has already bought a license for EM data, is awarded acreage covered by

the data bought. Uplift revenue is recognised when the customer is awarded the acreage.

Contract balances

Accrued revenue

Accrued revenue is the right to consideration in exchange for goods or services transferred to the customer. If the

Group is transferring goods or services to a customer before the customer pays consideration or before payment is

due, a contract asset is recognised for the earned consideration that is conditional.

Trade receivables

A receivable represents the Group’s right to an amount of consideration that is unconditional (i.e., only the passage

of time is required before payment of the consideration is due).

Contract liabilities

A contract liability is the obligation to transfer goods or services to a customer for which the Group has received

consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the

Group transfers goods or series to the customer, a contract liability is recognised when the payment is received, or

the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Group performs

under the contract.

Significant financing component

The Group has received funding from third parties building the next generation EM equipment. There is a significant

financing component for these contracts considering the length of time between the parties’ payment and the

beneficial period. As such, interest costs are calculated on this contract liability recorded as provision in the balance

sheet. The interest rate is commensurate with the rate that would be reflected in a separate financing transaction

between the Group and the parties at contract inception.

2.6 Property, plant and equipment

Property, plant and equipment are stated at historical cost less accumulated depreciation and any accumulated

impairment losses. Historical cost includes costs directly attributable to the acquisition of the item. Costs are included

in the asset’s carrying amount or recognised as a separate asset, if appropriate, only when it is probable that future

economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.

Costs of all repairs and maintenance are expensed as incurred.

Depreciation on assets is calculated using the straight-line method. The assets are depreciated over their estimated

useful life, as follows:

	Useful life:
Machinery and equipment*	3 - 8 years
Cluster **	5 years
Hardware equipment and furniture	3 - 5 years

*Machinery and equipment are mainly placed onboard the vessel. Parts of the equipment are under water during

operation and have a shorter useful life.

** A cluster consists of IT equipment comprising of large number of processors for doing advanced data processing.

The assets’ residual values, useful lives, and method of depreciation are reviewed at each balance sheet date and

adjusted if appropriate. If an asset’s carrying amount is greater than its estimated recoverable amount, the asset is

immediately written down to the recoverable amount (Note 2.11).

Assets under construction are carried at cost, less accumulated impairment. Depreciation commences when the asset

is ready for its intended use.

An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal

or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition

of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is

included in the statement of profit or loss when the asset is derecognised.

2.7 Leases

The Group assesses at the contract inception whether a contract is, or contains, a lease. That is, if the contract conveys

the right to control the use of an identified asset for a period of time in exchange for consideration.

Group as a lessee

The Group applies a single recognition and measurement approach for all leases, except for short-term leases and

leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets

representing the right to use the underlying assets.

a) Right-of-use assets

The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset

is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment

losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of

lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement

date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of

the lease term and the estimated useful lives of the assets.

If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of

a purchase option, depreciation is calculated using the estimated useful life of the asset. The right-of-use assets are

also subject to impairment (Note 2.10).

b) Lease liabilities

At the commencement date of the lease, the Group recognises lease liabilities measured at the present value

of lease payments to be made over the lease term. The lease payments include fixed payments less any lease

incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid

under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably

certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the

Group exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are

recognised as expenses in the period in which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease

commencement date because the interest rate implicit in the lease is not readily determinable. After the

commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for

the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification,

a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change

in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase

the underlying asset.

c) Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment

(i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a

purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment

that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are

recognised as expense on a straight-line basis over the lease term.

2.8 Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired

in a business combination is fair value as at the date of acquisition. Following initial recognition, intangible assets are

carried at cost less any accumulated amortisation and any accumulated impairment losses.

The useful lives of intangible assets are assessed to be either finite or indefinite.

Intangible assets with finite useful lives are amortised over the useful economic life and assessed for impairment

whenever there is an indication that the intangible asset may be impaired. The amortisation period and method are

reviewed at least every financial year end.

Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually, either

individually or at the cash-generating unit level (Note 2.10).

a) Patents

Patents have a finite useful life and are recorded at historical cost less accumulated amortisation and any accumulated

impairment losses. Amortisation is calculated using the straight-line method to allocate the cost of patents over their

estimated useful lives (10-15 years). Administrative costs associated with patents are expensed as incurred.

b) Computer software

The cost of acquired computer software licenses is capitalised based on the expenses incurred to acquire and bring

the specific software to use. These costs are amortised over the estimated useful life (3 years).

The costs of design of software interfaces, installing, testing, creating system and user documentation, defining user

reports and data conversion are capitalised together with the software cost.

These costs are directly related to developing the software application for the Group’s use.

Costs associated with maintaining computer software are expensed as incurred. Costs directly associated with the

production of identifiable and unique software products controlled by the Group, which are expected to generate

economic benefits in excess of cost (beyond one year) are recognised as intangible assets. Direct costs include software

development employee costs and an appropriate portion of relevant overheads. Computer software development

costs recognised as assets are amortised over their estimated useful life, not to exceed three years.

c) Research and development costs

Research costs are expensed as incurred. Development expenditure on individual projects is recognised as an

intangible asset when the Group can demonstrate:

The technical feasibility of completing the intangible assets so that it will be available for use or sale

Its intention to complete and its ability to use or sell the asset

How the asset will generate future economic benefits

The availability of resources to complete the asset

The ability to measure reliably the expenditure during development

Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any

accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development

is complete and the asset is available for use. It is amortised over the period of expected future benefit (normally 3

years).

During the period of development, the asset is tested for impairment annually.

Contributions from external customers and government grant in the development stage are recorded as a reduction

of the intangible asset up to the amount that covers the cost price. Any surplus is recorded as revenues.

d) Multi-client library

The multi-client library consists of surveys of electromagnetic data. The surveys can be licensed to customers on a

non-exclusive basis. Directly attributable costs associated with the production and development of multi-client

projects such as acquisition costs, processing costs, and direct project costs are capitalised.

A multi-client project is considered complete when all components or processes associated with the acquisition and

processing of the data are finished, and all components of the data have been properly stored and made ready for

delivery to customers.

After a project is completed, a straight-line amortisation is applied. The straight-line amortisation is assigned over the

useful life, which is set at four years. The straight-line amortisation is distributed evenly through the financial year

independently of sales during the quarters.

2.9 Inventories

Inventories are valued at the lower of cost or net realisable value. Cost is determined using the first-in, first-out (FIFO)

method. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of

completion and the estimated costs necessary to make the sale.

The Group’s inventory consists primarily of equipment components and parts, anchors, batteries, and fuel.

2.10 Impairment of non-financial assets

The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any

indication exists, or when annual impairment testing for an asset is required, such as for goodwill and intangible assets

with infinite useful life, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the

higher of an asset’s or cash-generating unit’s (CGU) fair value less costs of disposal and its value in use. Recoverable

amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely

independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its

recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount

rate that reflects current market assessments of the time value of money and the risks specific to the asset. In

determining fair value less costs of disposal, recent market transactions are taken into account. If no such transaction

can be identified, an appropriate valuation model is applied.

The Group bases its impairment calculation on budget and forecast calculations.

Non-financial assets, other than goodwill previously impaired, are reviewed at each reporting date for possible reversal

of the previously recorded impairment. A previously recognised impairment loss is reversed only if there has been a

change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was

recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increased

amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no

impairment loss been recognised for the asset in prior periods.

2.11 Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity

instrument of another entity.

a) Financial assets

Initial recognition and measurement

Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through

other comprehensive income (OCI), and fair value through profit or loss.

The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow

characteristics and the Group’s business model for managing them. With the exception of trade receivables that do

not contain a significant financing component, the Group initially measures a financial asset at its fair value plus

transaction costs. Trade receivables that do not contain a significant financing component are measured at the

transaction price.

Subsequent measurement

For purposes of subsequent measurements, financial assets are classified in four categories:

financial assets at amortised cost (debt instruments)

financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments)

financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon

derecognition (equity instruments)

financial assets at fair value through profit or loss

Financial assets at amortised cost is the most relevant to the Group. The Group measures financial assets at amortised

cost if both of the following conditions are met:

the financial asset is held within a business model with the objective to hold financial assets in order to collect

contractual cash flows, and

the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of

principal and interest on the principal amount outstanding.

Financial assets at amortised cost are subsequently measured using the effective interest rate (EIR) method and are

subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or

impaired. The Group’s financial assets at amortised cost includes trade receivables.

The Group does not have any financial assets measured at fair value through OCI, financial assets designated at fair

value through OCI, or financial assets at fair value through profit or loss.

Derecognition

A financial asset is derecognised when the rights to receive cash flows from the asset have expired; or the Group has

transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows

in full without material delay to third party under a “pass-through” arrangement; and either (i) the Group has

transferred substantially all the risks and rewards of the asset, or (ii) the Group has neither transferred nor retained

substantially all the risks and rewards relating to the asset, but has transferred control of the asset.

Impairment of financial assets

For trade receivables, the Group applied a simplified approach in calculating expected credit losses (ECL). The Group

recognises a loss allowance based on lifetime ECLs at each reporting date. This is based on the historical credit loss

experience, adjusted for forward-looking factors specific to the debtors and the economic environment, see Note 3

b).

b) Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans

and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net

of directly attributable transaction costs.

The Group’s financial liabilities include trade and other payables, loans and borrowings.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities

designated upon initial recognition at fair value through profit or loss.

This category includes derivative financial instruments entered into by the Group that are not designated as hedging

instruments in hedge relationships as defined by IFRS 9.

Financial liabilities at amortised cost (loans and borrowings)

This is the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are

subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when

the liabilities are derecognised as well as through the EIR amortisation process.

The EIR amortization is included as finance costs in the statement of profit or loss.

This category applies to interest-bearing loans and borrowings.

Convertible bond

The convertible bond is separated into a liability and an equity component. On issuance of the convertible bond, the

fair value of the liability component is determined using a market rate for equivalent non-convertible instrument. This

amount is classified as a financial liability measured at amortised costs (net of transaction costs) until it is extinguished

on conversion or redemption. The remainder of the proceeds is allocated to the conversion option that is recognised

and included in equity. Transaction costs are deducted from equity. The carrying amount of the conversion option is

not remeasured in subsequent years. Transaction costs are apportioned between the liability and equity components

of the convertible bond, based on the allocation of proceeds to the liability and equity components when the

instrument is initially recognised.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires. When an

existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of

an existing liability are substantially modified, this is treated as derecognition of the original liability and recognition

of a new liability. The difference in the respective carrying amounts is recognised in the income statement.

2.12 Taxes

a) Current income tax

Current income tax assets and liabilities for the current and prior periods are measured using the amount expected to

be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are

those that are enacted or substantively enacted at the reporting date in the countries where the Group operates and

generates taxable income.

Current income tax relating to items recognised directly in equity is recognised in equity and not in the income

statement. Management periodically evaluates positions taken in the tax returns with respect to situations in which

applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

b) Deferred tax

Deferred tax is provided for using the liability method on temporary differences between the tax bases of assets and

liabilities and their carrying amounts in the consolidated financial statements. Deferred tax is determined using tax

rates (and laws) that have been enacted or substantially enacted on the balance sheet date and are expected to apply

when the related deferred tax asset is realised or the deferred tax liability is settled.

Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against

which the temporary differences can be utilised.

Deferred tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of

the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference

will not reverse in the foreseeable future.

Deferred tax relating to items recognised directly in equity is recognised in equity and not in the income statement.

c) Sales tax

Expenses and assets are recognised net of the amount of sales tax, except:

When the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in

which case, the sales tax is recognised as part of the cost of acquisition of the asset or as part of the expense item,

as applicable

The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables

or payables in the statement of financial position.

2.13 Employee benefits

a) Pension obligations

The Company operates a defined contribution plan. The net pension cost for the period is presented as an employee

expense.

b) Share-based payments

The Group operates an equity-settled, share-based compensation plan. The cost of equity-settled transactions with

employees is measured by reference to the fair value at the date on which they are granted. The fair value is

determined by an external valuation expert using an appropriate pricing model, further details are given in Note 15.

The cost of equity-settled transactions is recognised in Employee expenses, together with a corresponding increase in

equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which

the relevant employees become fully entitled to the award (the vesting date). The cumulative expense recognised for

equity- settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period

has expired and the Group's best estimate of the number of equity instruments that will ultimately vest. The income

statement charge or credit for a period represents the movement in cumulative expense recognised as at the

beginning and end of that period. When options are exercised, the proceeds received net of any directly attributable

transaction costs are credited to share capital (nominal value) and share premium.

c) Bonus plans

The Group recognises a provision for bonus expenses where contractually obliged or where there is a past practice

that has created a constructive obligation.

2.14 Provisions

Provisions are recognised when the Group has a present obligation as a result of a past event, it is probable that an

outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate

can be made of the amount of the obligation.

2.15 Cash and short-term deposits

Cash and short-term deposits in the statement of financial position and consolidated statement of cash flows comprise

cash at banks and on hand and short-term highly liquid deposits with a maturity of three months or less, that are

readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.

2.16 Changes in accounting policies and disclosures

The accounting principles adopted are consistent with those of the previous year.

2.17 Standards and interpretations issued, but not yet adopted

The financial statements have been prepared based on standards effective for the year ending 31 December 2024.

IASB has issued standards/amendments to standards that are not yet effective.

The Group plans to implement the new standards, amendments and interpretations when they are effective and

approved by EU.

Note 3 – Financial risk management objectives and policies

The Group’s principal financial liabilities comprise trade and other payables and loans and borrowings. Payments

related to EMGS’s Senior Unsecured Convertible Bond 2018/2025 are paid quarterly and are interest only. The main

purpose of these financial liabilities is to finance the Group’s operations. The Group has various financial assets such

as trade receivables, cash and short-term deposits which derive directly from its operations.

The Group is exposed to market risk, credit risk and liquidity risk. The Group's executive management oversees the

management of these risks. The Board of Directors reviews and agrees policies for managing each of these risks which

are summarised below.

The Group did not apply hedge accounting in 2024 or 2023.

a) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes

in market prices. Market prices comprise two types of risk for the Group: interest rate risk and currency risk.

The sensitivity analysis in the following sections relates to the position as of 31 December 2024 and 2023. The

sensitivity analysis has been prepared on the basis that the amount of net debt and the portion of financial instruments

in foreign currencies are all constant. The analysis excludes the impact of movements in market variables on the

carrying value of pension, provisions and on the non-financial assets and liabilities of foreign operations.

The sensitivity of the relevant income statement item is the effect of the assumed changes in respective market risk.

This is based on the financial assets and financial liabilities held as of 31 December 2024 and 2023.

i) Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of

changes in market interest rates. The Group's exposure to the risk of changes in market interest rates relates primarily

to the Group's long-term loan with floating interest rate.

With all other variables held constant, a reasonably possible increase in SOFR of 2.5% will increase the Group's annual

net interest expense on the long-term loan by approximately USD 489 thousand as of 31 December 2024 (2023: USD

490 thousand).

ii) Foreign currency risk

Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because

of changes in foreign exchange rates. The Group operates internationally and therefore has exposure to foreign

exchange risk arising from transactions executed in other currencies than the functional currency of each company.

EMGS ASA has USD as functional currency, hence the foreign currency risk is primarily with respect to NOK in EMGS

ASA. Approximately 60% of the Group’s sales are denominated in USD (2023: 95%), whilst approximately 37% of costs

are denominated in USD in 2024 (2023: 32%).

Foreign exchange risk arises from future commercial transactions, recognised as assets and liabilities.

The following table summarises the sensitivity to a reasonably possible change in the NOK exchange rate, with all

other variables held constant, of the Group’s profit before tax (due to changes in the fair value of monetary assets and

liabilities). The Group's exposure to foreign currency changes on equity and for all other currencies is not material.

	Strengthening	Effect on
	/ (weakening)	income/(loss)
Amounts in USD 1000	of NOK	before tax
2024	20%	64
	-20%	-64
2023	20%	129
	-20%	-129

b) Credit risk

The Group is exposed to credit risk from its operating activities (primarily for trade receivables and cash and cash

equivalents). See Note 20 for aging analysis of trade receivables.

i) Trade receivables

The Group trades with recognised, creditworthy third parties. It is the Group’s policy that all customers who wish to

trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on

an ongoing basis.

The requirement for an impairment charge is analysed at each reporting date on an individual basis for each customer.

For trade receivables, the Group applied a simplified approach in calculating expected credit losses (ECL). The Group

recognises a loss allowance based on expected credit losses at each reporting date. This is based on the historical

credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment,

see Note 2.11 a). The maximum exposure to credit risk at the reporting date is the carrying value of each class of

financial assets.

With respect to credit risk arising from the other financial assets of the Group such as cash and cash equivalents, the

Group’s exposure to credit risk arises from default of the counter party, with maximum exposure equal to the carrying

amount of these instruments.

c) Liquidity risk

Liquidity risk is the risk that the Company will not have sufficient liquidity to be able to meet its financial obligations.

EMGS’ sources of liquidity include cash balances, cash flow from operations, borrowings, it’s existing and new bank

facilities and further debt and equity issues. It is the Company’s objective to balance these sources of liquidity.

The Group’s convertible bond contains a financial covenant requiring free cash and cash equivalents of at least USD

2.5 million. As of 31 December 2024, the free cash and cash equivalents totaled USD 9.1 million. EMGS’ management

follows the Group’s liquidity risk closely. The bond loan has a maturity date of 09 May 2025. Based on ongoing

dialogue, it is the Company’s understanding that bondholders, whom in aggregate represent a sufficient majority, to

approve an extension of the maturity of the bond loan, intend to vote in favour of such an extension at a bondholders

meeting, to be summoned for that purpose.

The financial liabilities with maturity less than one year will be settled through cash flow from operating activities in

2025. While EMGS is still working on securing meaningful backlog, the flexible operating cost base allows EMGS to

significantly reduce costs during periods of vessel warm stack. Management considers the liquidity throughout 2025

sufficient to cover both the Group’s net current liabilities per 31 December 2024 and estimated cash-need in 2025.

The table below summarises the maturity profile of the Group’s financial liabilities 31 December based on contractual

payments.

				6
				months
	On	Less than	3 to 6	to 1	1 to 2	2 to 5	> 5
Amounts in USD 1 000	demand	3 months	months	year	years	years	years	Total
Year ended 31 December 2024
Interest bearing loans and borrowings	0	551	20,085	0	0	0	0	20,637
Trade and other payables	0	3,473	284	442	0	0	0	4,200
Other financial liabilities	0	734	764	991	39	0	0	2,528
Year ended 31 December 2023
Interest bearing loans and borrowings	0	564	558	1,140	20,637	0	0	22,898
Trade and other payables	0	1,731	287	3,230	0	0	0	5,248
Other financial liabilities	0	653	672	870	96	43	0	2,333

See Note 23 for financial liabilities.

Electromagnetic Geoservices ASA Senior Unsecured Convertible Bonds 2018/2025 with a current outstanding amount

of USD 19.5 million contains a financial covenant requiring free cash and cash equivalents of at least USD 2.5 million.

In addition, the bond agreement restricts the Company's ability, among other things, to sell multi-client library, declare

or make any dividend payments, incur additional indebtedness, change our business, and enter speculative financial

derivative agreements.

i) Capital management

For the purpose of the Group's capital management, capital includes equity attributable to the equity holder of the

parent.

The primary objective of the Group’s capital management is to ensure healthy capital ratios to support its business

and maximise shareholder value.

In order to achieve this overall objective, the Group's capital management, amongst other things, aims to ensure that

it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure

requirements. Breaches in meeting the financial covenants would permit the lenders to immediately call loans and

borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowings in

the current period.

The Group manages its capital structure and adjusts it considering changes in economic conditions. To maintain or

adjust the capital structure, the Group may refinance its debt, issue new shares or sell assets.

Note 4 – Significant accounting estimates, judgements and assumptions

The preparation of the Group’s financial statements requires management to make estimates, judgements and

assumptions that affect the reported amounts of revenues, expenses, assets and liabilities. Uncertainty about these

assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount

of the assets or liabilities affected in the future periods. Estimates and judgements are continually evaluated and are

based on historical experience and other factors, including expectations of future events that are believed to be

reasonable under the circumstances.

4.1 Estimates and assumptions

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates could deviate

from the actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to

the carrying amounts of assets and liabilities within the next financial year are discussed below.

Impairment of non-financial assets

An impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount,

which is the higher of its fair value less costs of disposal and its value in use. The value in use calculation is based on a

discounted cash flow (DCF) model. The cash flows are derived from the financial budget approved by the management

and do not include restructuring activities that the Group is not yet committed to or significant future investments

that will enhance the asset’s performance of the cash generating unit being (CGU) tested. The recoverable amount is

sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate

used for extrapolation purposes. These estimates are most relevant to the multi-client library and DeepBlue

recognised by the Group. The key assumptions used to determine the recoverable amount, including a sensitivity

analysis, are disclosed and further explained in Note 16.

DeepBlue

At least annually, management forecasts future cash flows from the Joint Industry Project (“the DeepBlue”). The

DeepBlue is the Next Generation EM equipment. The project has been on-going since 2012. EMGS performed its first

commercial survey with the DeepBlue equipment in 2017. The net carrying value of the DeepBlue as of 31 December

2024 of USD 2 588 thousand (2023: USD 5 294 thousand) has been recorded as property, plant and equipment.

In estimating future cash flows, future market demand and additional expenses to operate the vessel are taken into

account. Because the inherent difficulty in estimating these factors, it is possible that future cash flows from these

activities will not be sufficient to recover the existing carrying value of the DeepBlue. See Note 17 for more details

regarding the impairment test.

Impairment of financial assets

In September 2021, Mexican bank regulators revoked Accendo Banco S.A.’s banking license and initiated a liquidation

process of the bank. EMGS had deposits with Accendo of approximately USD 2.1 million. EMGS was entitled to receive

approximately USD 135 thousand from the Mexican Bank Savings Protection Fund. An impairment of the deposits in

the Accendo account, less the USD 135 thousand received, was made at the end of the third quarter 2021 in the

amount of USD 1.9 million. A reliable recovery estimate is not possible at this time, so no adjustment to the impairment

has been made subsequent to the end of 2024.

Taxes

Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount

and timing of future taxable income. The Group is subject to income taxes in several jurisdictions. Given the wide

range of international business relationships, differences arising between the actual results and the assumptions

made, or future changes in such assumptions, could necessitate future adjustments to tax income and expense already

recorded. The Group establishes provisions, based on reasonable estimates, for possible consequences of audit by the

tax authorities of the respective countries in which it operates. The amount of such provisions is based on several

factors, such as the experience of previous tax audits and differing interpretations of tax regulations by the taxable

entity and the responsible tax authority. Such differences in interpretation may arise for a wide variety of issues

depending on the conditions prevailing in the respective domicile of the Group companies. EMGS has USD 1.3 million

included as a receivable based on prepaid taxes in Malaysia related to a 2019 survey.

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be

available against which the losses can be utilised. Significant management judgement is required to determine the

amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable

profits together with future tax planning strategies.

Unrecognised tax assets as of 31 December 2024 are USD 87 358 thousand (2023: USD 89 837 thousand).

Useful lives of the Group’s property, plant and equipment, and intangible assets (technical innovations, climate-related

matters, Ukraine and macroeconomic situation)

The Group’s management determines the estimated useful lives and related depreciation and amortisation charges

for its property, plant, and equipment and intangible assets. When remaining useful lives of assets are determined to

be too high, management will make appropriate estimate revisions and adjust depreciation charges prospectively.

Items determined to be technically obsolete, or which have been abandoned will be written off completely.

Management considers technical innovations and increased competition as the most material factor with respect to

assessing the remaining useful life of the Company’s assets.

Additionally, a number of other potential factors are, although it is management’s current assessment that they are

unlikely to have a material impact on the value of our assets, considered. This includes:

•

Geopolitical conflicts

The war in Ukraine and the associated energy situation in Europe, has led to increased oil and, in particular,

gas prices, and has increased national governments’ focus on energy security. Although there are still a

number of uncertainties, it is likely that this will result in increased exploration spending and budgets going

forward.

Management continuously assesses the impact of the war in Ukraine and the Houthi attacks in the Red Sea

and the potential impacts on the Company’s operations, including with respect to supply chain issues. It is

management’s current assessment, however, that these impacts, if any, are likely to be immaterial and that

the Company will be able to fully mitigate them.

•

Climate-related risks

Irrespective of the actual pace of the green transition, it is management’s opinion that the Company is well

positioned. In addition to its core E&P offering, where in particular gas exploration is likely to increase as a

result of gas replacing coal power, the Company is in the early stages of positioning itself in the expected

future marine minerals exploration market. The Company is also assessing various options for including

certain services to the offshore wind market.

•

Other macro considerations

The Company is also subject to a number of macroeconomic factors, which are difficult to predict and where

various experts may disagree as to the likely future developments. Among these factors are, most notably,

future interest rate levels, whether the current high-inflation environment will normalise and any future

economic recessions. Management takes all of these factors into consideration when determining the need

for additional impairments.

4.2 Judgement

In the process of applying the Group’s accounting policies, management has made the following judgements, which

have the most significant effect on the amounts recognised in the consolidated financial statements:

Revenue recognition – contract sales

IFRS 15 requires entities to exercise judgement taking into consideration all the relevant facts and circumstances when

applying each step of the model to contracts with their customers. The Group uses the percentage of completion

method in accounting for its proprietary contracts, as the revenue should be recognised over time by measuring the

progress towards complete satisfaction of the performance obligation. Progress is measured in a manner generally

consistent with the physical progress on the project. Use of the percentage of completion method requires the Group

to estimate the services performed to date as a proportion of the total services to be performed. The proportion of

services performed to total services to be performed can differ from management’s estimates, influencing the amount

of revenue recognised in the period. Generally, the percentage of completion is agreed upon with the customer on a

monthly basis and is based upon acquisition of data, measuring receiver deployment; receiver recovery; and tow lines

completed.

Determining the lease term of contracts with renewal options – Group as lessee

The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by

an option to extend the lease if it is reasonably certain to be exercised. The Group has lease contracts for one vessel

that includes extension options. The Group applies judgement in evaluation whether it is reasonably certain whether

or not to exercise the option to renew the lease. That is, it considers all relevant factors that create an economic

incentive for it to exercise the renewal. After the commencement date, the Group reassesses the lease term if there

is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to

exercise the option to renew.

The renewal periods for the vessel Atlantic Guardian are not included as part of the lease term as these are not

reasonably certain to be exercised.

Refer to Note 27 for information on leases.

Development costs

Development costs are capitalised in accordance with accounting policy in Note 2.8 c). Initial capitalisation of costs is

based on management’s judgement that technological and economic feasibility is confirmed, usually when a product

development project has reached a defined milestone according to established project management model. As of 31

December 2024, the carrying amount of capitalised development costs is USD 386 thousand (2023: USD 12 thousand).

4.3 Liquidity and Going Concern Assumption

The Group has prepared its financial statements under the going concern assumption, and the Board confirms in

accordance with Section 3-3a of the Norwegian Accounting Act that the going concern assumption is applicable. The

Group’s reported results, its business strategy, its current budgets and financing, as well as its long-term strategic

forecasts provide the basis for the going concern assumption. See also “Liquidity risk” above for more information

about the going concern assumption.

The cash and cash equivalent position as of 31 December 2024 was USD 9.1 million. As further described under Risks

and uncertainty factors, the Company’s outstanding convertible bond and its bank facilities contain financial covenants

requiring that the Company has a minimum of USD 2.5 million in free cash and / or cash equivalents. The bond loan

has a maturity date of 09 May 2025. Based on ongoing dialogue, it is the Company’s understanding that bondholders,

whom in aggregate represent a sufficient majority, to approve an extension of the maturity of the bond loan, intend

to vote in favour of such an extension at a bondholders meeting, to be summoned for that purpose.

As of 31 December 2024, the carrying value of the Group’s equity was USD 3.4 million, up from USD 0.6 million at the

end of 2023.

The Company’s equity amounted to NOK 13.9 million as of 31 December 2024, down from NOK 23.2 million at the end

of 2023.

Note 5 – Shared revenue

The Group has entered several cooperation agreements regarding EM multi-client surveys in the Barents Sea, Gulf of

Mexico and Brazil. The cooperation agreements are joint operations.

EMGS has received funding and/or seismic data against a revenue share on prefunding, late sales and uplift revenues.

EMGS has provided the vessel, performed the data acquisition and finally provided the data processing services. The

acquired data remains the property of EMGS.

When EMGS licenses data to customers in areas subject to revenue sharing, the Group invoices and collects payments

from the customers for the entire sales amount. The related accounts receivable is presented gross, while the portion

due to the partner upon collection from the customer is presented as a short-term liability.

EMGS did not recognize any revenue in 2024 or from 2023 from the sale of multi-client library with cooperation

agreements. EMGS only recognises revenue net of revenue share on late sales in which a cooperation agreement is

applicable.

Note 6 – Segment

For management purposes, the Group is organised into one reportable segment. The Group offers EM services, and

the sale contracts and costs are incurred worldwide.

The Group uses a patented electromagnetic survey method to find hydrocarbons in offshore reservoirs. The Group’s

services help oil and gas companies to improve their exploration success rates.

Management monitors the operating result of the single reportable segment for the purpose of making decisions

about resource allocation and performance assessment.

No operating segments have been aggregated to form the above reportable operating segment. The customers are

international oil companies, and the risk and profitability are similar in the different geographical areas.

The Group's property, plant and equipment is mainly the survey equipment on the vessel. As the surveys are executed

worldwide, the Group is not able to allocate any assets to different geographical areas.

Geographic information

Revenues from external customers:

Amounts in USD 1 000	2024	2023
Europe, Middle East and Africa*	30	11
Norway	15,057	7,426
North and South America	9,344	444
Asia and the Pacific Ocean	296	107
Total	24,727	7,988

The revenue information above is based on the location of the survey.

Three external customers amounted to 10% or more of the Group's total revenues in 2024 (two external customer in

2023). Total revenues from these customers were in 2024 USD 9 344 thousand, USD 5 885 thousand and USD 5 766

thousand (for 2023: USD 3 300 thousand and USD 1 245 thousand).

Note 7 – Charter hire, fuel and crew expenses

Amounts in USD 1 000	2024	2023
Charter hire and crew expenses	6,991	674
Fuel	3,033	14
Withholding tax cost	1,366	0
Capitalisation of multi-client costs	-4,137	0
Other external services	1,614	541
Total charter hire, fuel and crew expenses	8,867	1,228

In 2024, EMGS reversed a USD 2.9 million tax accrual from 2012-2013 related to withholding tax. This

reversal was based on an opinion from legal counsel and is not included in the table above, but was instead

included as a separate line item in the colsolidated income statement.

Note 8 – Employee expenses

Amounts in USD 1 000	2024	2023
Employee expenses
Salaries	2,727	2,071
Social security tax	485	553
Pension costs (Note 22)	223	208
Other payments	101	115
Cost of share based payment (Note 15)	0	3
Total employee expenses	3,536	2,950
Compensation of key management personnel of the Group
Salary	720	465
Bonus paid in the year	0	266
Share options	0	0
Pension benefits	42	40
Other benefits	5	5
Total management remuneration	766	776

The average number of full-time equivalents was 20,1 in 2024 (2023: 18.8).

The average number of full-time equivalents in management was 3 in 2024 (2023: 3).

See Note 6 in the Financial Statements of EMGS ASA for Executive Management and Board of Directors remuneration.

In November of 2024, CEO Bjørn Petter Lindhom switched from an employment contract to a consulting agreement.

Note 9 – Other operating expenses

Amounts in USD 1 000	2024	2023
Office rental and housing expenses	168	195
Consumables and maintenance	301	251
Consultancy fees *	1,621	1,330
Travel expenses	194	168
Insurance	414	322
Marketing	82	61
Other operating expenses	268	518
Total other operating expenses	3,047	2,844
* Fees to auditor included in consultancy fees:
Statutory audit services	146	133
Further assurance services	27	24
Tax advisory services	7	6
Total fees to auditor	180	163

*The fees to auditor are for the Group included subsidiaries, and do not include VAT.

Note 10 – Research and development costs

Research and development costs consist of USD 0 (2023: USD 0) charged to the income statement as part of operating

expenses.

Employee costs capitalised as development amounted to USD 0 (2023: USD 0).

In 2024, EMGS capitalised USD 386 thousand (2023: USD 0) in development costs related to a successful equipment

test of the newly developed Neptune source.

Note 11 – Financial items

Amounts in USD 1 000	2024	2023
Financial income:
Interest income	926	1,251
Gains on financial assets and liabilities	-	(1)
Total financial income	926	1,250
Financial expenses:
Interest expenses lease liabilities	249	310
Interest expense on bonds	2,489	2,395
Interest expense partner contribution DeepBlue source	-	-
Foreign exchange losses related to loans and receivables	17	(58)
Impairment financial assest	-	0
Other interest expenses	471	700
Total financial expenses	3,226	3,347
Net financial items	(2,300)	(2,097)

The exchange rate effects in 2024 and 2023 are mainly related to accounts receivables and trade payables in NOK in

EMGS ASA, and accounts receivables and trade payables in NOK and BRL or other currencies than USD in other group

companies.

Note 12 – Income tax expense

Amounts in USD 1 000	2024	2023
Change in deferred tax asset	0	0
Current tax	503	-21
Total income tax expense	503	-21

The expense/(benefit) for income taxes from continuing operations differs from the amount computed when applying

the Norwegian statutory tax rate to income/(loss) before taxes as the result of the following:

Amounts in USD 1 000	2024	2023
Income/(Loss) before tax	3,323	-8,199
Tax at the domestic rate of 22%	731	-1,804
Non-deductible expenses	61	-575
Change in non recognised deferred tax asset	-792	2,379
Effect of change in tax rate	0	0
Effect of change in accounting principles	0	0
Foreign income taxes	503	-21
Total tax charge	503	-21

Note 13 – Deferred tax

Amounts in USD 1 000	2024	2023
Deferred taxes detailed:
Property, plant and equipment	201	351
Inventory	0	0
Accrued foreign income taxes	-401	166
Loss carried forward	-87,158	-88,667
Total deferred tax (asset)/liability	-87,358	-88,150

Deferred tax assets are recognised only to the extent that the realisation of the related tax benefit through the future

taxable profits is probable.

Unused tax losses are generated in Brazil, Norway, Mexico, Malaysia and the US. It can be carried forward indefinitely

in Brazil, Mexico, Norway and Malaysia whilst in the US it can be carried forward in 20 years.

Note 14 – Share capital, share premium and other paid in capital

	Number of shares	Ordinary share	Share	Other paid-in
Amounts in USD 1 000 (except number of shares)		capital	premium	capital	Total
At 1 January 2023	130,969,690	15,285	0	56,206	71,490
Cost of shares issued	0	0	0	99	99
At 31 December 2023	130,969,690	15,285	0	56,305	71,589
At 1 January 2024	130,969,690	15,285	0	56,305	71,589
At 31 December 2024	130,969,690	15,285	0	56,305	71,589

The Board is granted authorisation to increase the share capital by 30,123,029 shares so the total authorised number

of ordinary shares is 161 092 719 (2023: 161 092 719) with a par value of USD 0.09 (NOK 1) per share. Total number

of shares as of 31 December 2024 is 130 969 690 (2023: 130 969 690). All issued shares are denominated in NOK and

fully paid.

The largest shareholders as of 31 December 2024:

	Number of
	ordinary shares	Percentage
Siem Investments S.À.R.L.	43,327,467	33.08%
PERESTROIKA AS	38,652,795	29.51%
RAGE, PER EGIL	2,841,480	2.17%
NORDNET LIVSFORSIKRING AS	1,860,224	1.42%
HEGGELUND, JAN	1,189,921	0.91%
METIZ CATCHLOG AS	1,100,560	0.84%
SOUTHGARDEN AS	915,135	0.70%
JAGLAND, ERIK SMITH	900,000	0.69%
STAVSETH AS	800,000	0.61%
Nordnet Bank AB	708,426	0.54%
SKOGMO, OLE JØRGEN	665,000	0.51%
STA HOLDING AS	575,000	0.44%
NÆRINGSENTREPRENØREN AS	559,539	0.43%
EIKANGER INVEST AS	550,000	0.42%
KONGSRUD, RUNE JACOB	507,837	0.39%
GALTUNG, LARS OTTO	503,936	0.38%
SLENESET BYGG AS	480,254	0.37%
ØVERLAND	457,039	0.35%
ALEKNA, MAMERTAS	429,113	0.33%
BÆKKEN, BØRRE SCHJØNNING	412,276	0.31%
Other	33,533,688	25.60%
Total	130,969,690	100%

Note 15 – Share based payment transactions

The expense recognised for employee services during the year is:

Amounts in USD 1 000	2024	2023
Expense arising from share based payment transactions	0	1

The vesting period is the period during which the conditions to obtain the right to exercise are to be satisfied. The

options granted in previous years vest as follows:

• 25% on the one-year anniversary of the Grant Date

• 25% on the two-year anniversary of the Grant Date

• 25% on the three-year anniversary of the Grant Date

• 25% on the four-year anniversary of the Grant Date

The Grant expires two years following the Vesting Date. A condition to hold options within the Company is continued

employment.

The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may

not be actual outcome.

The Group has no legal or constructive obligation to repurchase or settle the options in cash.

The cost of the options is calculated based on the Black Scholes option pricing model.

The following table lists the inputs to the model used for the plan for the option granted during the year ended 31

December 2024:

	2024	2023
Expected volatility	86%	86%
Risk free interest rate	1.28%	1.28%
Expected life of options (years)	3.5	3.5
Weighted average share price (USD)	2.14	2.14

Expected volatility was determined based on historic volatility on comparable listed companies. Movements in the

number of share options outstanding and their related weighted average exercise prices are as follows:

	2024		2023
	Average		Average exercise
	exercise price in		price in
	USD per share	Options	USD per share	Options
At 1 January	0.21	112,500	0.22	168,750
Granted	0.00	-	0.00	0
Exercised	0.00	-	0.29	-28,125
Released	0.00	-	0.00	0
Forfeited	0.00	-	0.22	-12,500
Expired	0.21 -	37,500	0.22	-15,625
At 31 December	0.19	75,000	0.21	112,500
Exercisable at 31 December	0.19	75,000	0.21	112,500

Share options outstanding at the end of the year have the following expiry date and exercise prices:

	In USD per share	Options
2025	0.19	37,500
2026	0.19	37,500
		75,000

The weighted average remaining contractual life for the share options outstanding as of 31 December 2024 is 0.6 years

(2023: 1.1 years).

No options were granted in 2024.

Note 16 – Intangible assets

	Software		Multi-
	and		client
	licenses	Patents	library	Neptune	Total
Year ended 31 December 2023
Opening carrying value	106	0	1,504	0	1,610
Additions	0	0	0	0	0
Transferred from assets under construction to intangible assets	0	0	0	0	0
Accumulated costs on disposals	0	0	0	0	0
Amortisation charge	-93	0	-553	0	-646
Accumulated depreciation on disposals	0	0	0	0	0
Impairment	0	0	0	0	0
Closing carrying value	13	0	951	0	964
At 31 December 2023
Accumulated cost	17,400	3,667	161,899	0	182,967
Accumulated amortisation and impairment	-17,387	-3,667	-160,948	0	-182,003
Net carrying value	13	0	951	0	964
Year ended 31 December 2024
Opening carrying value	13	0	951	0	964
Additions	0	0	4,512	386	4,898
Transferred from assets under construction to intangible assets	0	0	0	0	0
Accumulated costs on disposals	0	0	0	0	0
Amortisation charge	-11	0	-1,878	0	-1,889
Accumulated depreciation on disposals	0	0	0	0	0
Impairment	0	0	0	0	0
Closing carrying value	2	0	3,585	386	3,972
At 31 December 2024
Accumulated cost	17,400	3,667	166,411	386	187,865
Accumulated amortisation and impairment	-17,398	-3,667	-162,826	0	-183,892
Net carrying value	2	0	3,585	386	3,972

Asset	Estimated useful life
Patents	10 – 15 years
Software and licenses	3 years
Multi-client library	4 years

Impairment of multi-client library

The Group performs impairment tests when there are indicators of impairment at least once a year. The Group

considers the relationship between the total revenue forecast and the book value of each multi-client project when

reviewing for indicators of impairment, hence the book value of the multi-client projects is highly influenced by the

future sales forecasts.

The Group did not record impairments of the multi-client library in 2024 or in 2023. The impairment test was done for

each multi-client project individually. The net present value of the future sales for each project was compared to the

book value of the project. When calculating the net present value of future sales, a discount rate of 15% was used. A

1 % increase in the discount rate would have reduced the total net present value of future sales by USD 54 thousand

(2023: USD 13), but it would not have resulted in an impairment in 2024 (2023: USD 0).

Note 17 – Property, plant and equipment and assets under construction

	Machinery				Assets
	and	Hardware			under
Amounts in USD 1 000	equipment	and furniture	Cluster	Total	construction
Year ended 31 December 2022
Opening carrying value	12,520	121	107	12,748	3
Additions	295	22	0	317	0
Accumulated costs on disposals	0	0	0	0	0
Transferred from assets under construction to PPE	0	0	0	0	0
Transferred from assets under construction to intangible assets	0	0	0	0	0
Depreciation charge	-3,713	-53	-46	-3,812	0
Accumulated depreciation on disposals	0	0	0	0	0
Impairment	0	0	0	0	0
Closing carrying value	9,102	89	61	9,253	3
At 31 December 2022
Accumulated cost	153,442	22,041	12,513	187,995	3,127
Accumulated amortisation and impairment	-144,341	-21,952	-12,451	-178,745	-3,124
Net carrying value	9,102	89	61	9,253	3
Year ended 31 December 2023
Opening carrying value	9,102	89	61	9,253	3
Additions	919	27	0	945	0
Accumulated costs on disposals	0	0	0	0	0
Transferred from assets under construction to PPE	0	0	0	0	0
Transferred from assets under construction to intangible assets	0	0	0	0	0
Depreciation charge	-3,518	-76	-19	-3,613	0
Accumulated depreciation on disposals	0	0	0	0	0
Impairment	0	0	0	0	-3
Closing carrying value	6,502	40	42	6,585	0
At 31 December 2023
Accumulated cost	154,361	22,067	12,513	188,941	3,127
Accumulated amortisation and impairment	-147,859	-22,028	-12,470	-182,358	-3,127
Net carrying value	6,502	40	42	6,585	0
Year ended 31 December 2024
Opening carrying value	6,502	40	42	6,585	0
Additions	159	10	0	169	0
Accumulated costs on disposals	0	0	0	0	0
Transferred from assets under construction to PPE	0	0	0	0	0
Transferred from assets under construction to intangible assets	0	0	0	0	0
Depreciation charge	-3,074	-43	-1	-3,118	0
Accumulated depreciation on disposals	0	0	0	0	0
Impairment	0	0	0	0	0
Closing carrying value	3,587	6	42	3,635	0
At 31 December 2024
Accumulated cost	154,520	22,077	12,513	189,110	3,127
Accumulated amortisation and impairment	-150,934	-22,072	-12,471	-185,476	-3,127
Net carrying value	3,587	6	42	3,635	0

Asset	Estimated useful life
Machinery and equipment	3 – 8 years
Hardware and furniture	3 - 5 years
Cluster	5 years

Assets under construction

Assets under construction are internal capital expenditure projects that are not completed. These projects are mainly

development and production of acquisition the EM equipment, including receivers, the source and the navigation

system.

The DeepBlue

EMGS commenced a Joint Industry Project (“the DeepBlue”) in 2012, supported by Shell and Equinor, for developing

the Next Generation EM equipment. The benefit of using the DeepBlue equipment is deeper penetration and

significantly improved imaging at increased burial depths. The improved imaging leads to improved confidence and

enhanced interpretation possibilities. The prototype equipment was completed in 2017 with its first commercial

survey summer 2017. The carrying value of the DeepBlue equipment as of 31 December 2024 was USD 2 588 thousand

(2023: USD 5 294 thousand).

Impairment test of the DeepBlue

The Group performs impairment tests when there are indicators of impairment and at least once a year. The Group

considers the relationship between the total revenue forecast and the total carrying value of the DeepBlue when

reviewing for indicators of impairment.

No impairment was made to the DeepBlue equipment set in 2024 nor in 2023. The recoverable amount used in the

impairment test was determined based on cash flow projections from the 2024 budget and assumptions regarding

additional revenue stream from the DeepBlue equipment. The discount rate applied to cash flow projections was 12%.

The Company used the best estimate of additional revenue stream from the DeepBlue equipment compared with the

conventional equipment as revenue forecast in the impairment model. The DeepBlue expanded the addressable

market for the Group as the extra power can be used to increase the imaging depth from 2000-2500m to 3000-4000m

below the seabed, and/or improve the imaging resolution and ability to see smaller targets at shallower burial depths.

The discount rate used in the net present value calculation was based on the specific circumstances of the Group and

was derived from its weighted average cost of capital (WACC). The WACC took both debt and equity into account. The

cost of equity was derived from the expected return on investment by the Group's investors. The cost of debt was

based on the interest-bearing borrowings the Group is obliged to service. The beta factor was in line with the industry

beta.

Sensitivity analysis for key assumptions

The table below shows the percentage change clearance provided by the current headroom of USD 8 626 thousand

(2023: USD 6 968 thousand) for the DeepBlue equipment set by changing assumptions, given that the remainder of

the assumptions are constant:

		Headroom Clearance
		2024	2023
Discount rate	increase	2401%	572%
Dayrate	decrease	-75%	-58%
Number of survey days per year	decrease	-83%	-63%

Note 18 - Other receivables and prepayments

Amounts in USD 1 000	2024	2023
Non-current
Other receivables and prepayments	3,297	2,929
Financial lease receivables	0	0
	3,297	2,929
Current
Other receivables and prepayments	2,334	179
	2,334	179
Total other receivables and prepayments	5,631	3,108

Note 19 – Spare parts, fuel, anchors and batteries

Amounts in USD 1 000	2024	2023
Equipment components and parts, at cost	2,612	2,639
Anchors and batteries, at cost	486	514
Fuel, at cost	322	857
Total Spare parts, fuel, anchors and batteries	3,421	4,010

No impairment, related to spare parts, fuel anchors and batteries was made in 2024, while an impairment of USD 79

thousand was made in 2023.

Note 20 – Trade receivables and accrued revenues

Amounts in USD 1 000	2024	2023
Accounts receivable	1,046	1,020
Accrued revenues	0	104
Impaired receivable	-146	0
Total trade receivables and accrued revenues	900	1,124

Trade receivables are non-interest bearing and the payment terms are generally net 30-60 days.

Fair value of the receivables approximates the nominal values, less provision for doubtful receivables.

Generally, the Group trades with recognised, creditworthy customers. The customers are usually large oil companies

with an appropriate credit history.

Only in a few instances, services are performed for smaller companies with limited credit history.

Per 31 December 2024 EMGS has a provision for doubtful trade receivables in the amount of USD 146 thousand (2023:

USD 0).

The aging analysis of trade receivables is as follows:

Amounts in USD 1 000
					60 - 90	90 - 120
	Total	Not Due	< 30	30 - 60 days	days	days	> 120
31 December 2024	1 046	640	73	156	124	0	53

Note 21 – Cash and cash equivalents and restricted cash

Amounts in USD 1 000	2024	2023
Cash and cash equivalents	9,122	10,255
Restricted cash	748	193
Total cash and cash equivalents and restriced cash	9,870	10,448

Cash earns interest at floating rates based on daily bank deposit rates.

Restricted cash consists of USD 126 thousand held in restricted accounts as security against employee taxes withheld

and USD 622 thousand as security against a standby letter of credit issued related to an acquisition project. In 2023,

USD 193 thousand was held in restricted accounts.

Note 22 – Employee benefit obligations

The Company is required to have an occupational pension plan in accordance with the Norwegian law on required

occupational pension ("lov om obligatorisk tjenestepensjon"). The Company's pension arrangements fulfill the

requirements of the law.

In 2024, the defined contribution plan involved a contribution level of 5 % of Base Salary from 0 to 7.1 G and 15 % of

Base Salary from 7.1 up to 12 G, where G is the National Insurance basic amount (Folketrygdens grunnbeløp). G

equals to NOK 124 028 as of 31 December 2024.

The Company`s contribution to the Norwegian defined contribution plan for the year ended 31 December 2024 was

USD 200 thousand (2023: USD 195 thousand).

As of 31 December 2024, there were 19 employees covered by the defined contribution pension plan (2023: 18).

Defined contribution schemes

Employees not eligible for coverage under the defined contribution plan applicable in Norway are eligible to

participate in other Company pension schemes or to receive a pension compensation. All the schemes are considered

defined contribution plans. For some of the schemes, subject to statutory limitations, employees may make voluntary

contributions in addition to the Company’s contributions. Total pension scheme contributions made by the Company

in 2024 was USD 223 thousand (2023: USD 208 thousand).

Note 23 – Financial liabilities

Amounts in USD 1 000	Interest rate	Maturity	2024	2023
Non-current
	SOFR +	May 9th
Senior Unsecured Convertible Bonds 2018/2023(2025) EMGS 03	6.50%	2025	19,658	19,584
Lease liabilites	11.9%	2-3 years	39	139
			19,697	19,722
Current
		Up to 1
Lease liabilites	3.6-11.9%	year	2,489	2,194
			2,489	2,194
Total financial liabilities			22,186	21,917

USD 32.5 million convertible bond

On 9 May 2018, EMGS secured a USD 32.5 million convertible bond bearing an interest at 3 months LIBOR + 5.50%

p.a. The loan can at any time be converted into common shares in EMGS at the conversion price of USD 0.42677 until

the maturity date on 9 May 2023. On 9 February 2022, the Unsecured Convertible Bond 2018/2023 was extended by

24 months, until 9 May 2025, and the interest margin was increased by 100 bps to LIBOR + 6.5%. The updated terms

have been assessed not to be substantially different from the original terms. Thus, the original bond has not been

derecognised, and the extension has instead been accounted for as a modification of the original bond. The

modification did not lead to any significant adjustments to the amortised cost of the bond. On 26 June 2023, EMGS

entered into an amendment agreement to switch the reference rate from 3 months LIBOR to the Compounded Daily

SOFR. The interest margin remains unchanged at 6.5%, however, a credit adjustment spread of 0.26161 per cent per

annum was added.

The USD 32.5 million convertible bond can be seen as a contract settled by an entity by delivering a fixed amount of

its own equity instruments in exchange for a fixed amount of foreign currency. The economic components of this

convertible bond are:

(a)

A liability. On issuance of the convertible bond, the fair value of the liability component was determined using a

market rate for an equivalent non-convertible bond; and classified as a financial liability measured at amortised

cost (net of transaction costs) until it is extinguished on conversion or redemption.

(b)

An equity component. The residual of the proceeds was allocated to the conversion option that was recognised

in shareholders’ equity.

At inception, the value of the liability component was estimated to USD 30.2 million. Amortised cost as 31 December

2024 was USD 19.7 million (2023: USD 19.6 million) including two separate bond buy-backs with a combined nominal

value of USD 8 million in 2021 and one bond buy-back with a nominal value of USD 5.0 million in 2022. The equity

component, the carrying amount of the conversion option, was estimated to USD 1.9 million at inception and is not

remeasured in subsequent periods.

The convertible bond contains financial covenants requiring free cash and cash equivalents of at least USD 2.5 million.

In addition, the bond agreement has restrictions regarding the Company's ability to sell the multi-client library, declare

or make dividend payments, incur additional indebtedness, change its business or enter into speculative financial

derivative agreements. As of 31 December 2024, the free cash and cash equivalents totaled USD 9.1 million (2023:

USD 10.3 million).

The convertible bond is unsecured.

Lease liabilities and interest bearing debt

The Group has lease contracts for various items of IT-equipment, offices and vessels. The Group’s obligations under

its leases are secured by the lessor’s title to the leased assets, see Note 27.

The maturity of non-current borrowings is as follows:

The exposure of the Group’s borrowings to interest rate changes related to floating rate obligations and the contractual

repricing dates of those obligations at the balance sheet dates are as follows:

Amounts in USD 1 000	2024	2023
6 months or less	22,186	21,917
6-12 months	0	0
1-5 years	0	0
Over 5 years	0	0
Total	22,186	21,917

The carrying amounts and fair value of the non-current borrowings are as follows:

Amounts in USD 1 000	2024	2023
Senior Unsecured Convertible Bonds 2018/2023(2025) EMGS 03	19,658	19,584
Leasing liabilities	2,528	2,333

The carrying amount of the Group’s borrowings are as follows:

Amounts in USD 1 000	2024	2023
USD denominated	21,987	21,537
NOK denominated	199	380
Other	0	0
Total	22,186	21,917

The liabilities arising from financing activities are as follows:

						2023
	Non- cash changes				Cash flows	Closing
	Opening		New Leases	Financial	Financial lease
		Currency	&	Gain	liabilities
			Modifications
Amounts in USD 1 000

Current interest bearing loans	0	0	0	0	0	0
Current lease liabilities	5,341	0	-655	0	-2,491	2,194
Non-current interst bearing loans	19,484	101	0	-1	0	19,584
Non-current lease liablities	118	0	111	0	-90	139
Total 2023	24,942	101	-544	-1	-2,580	21,917

						2024
	Non- cash changes				Cash flows	Closing
	Opening		New Leases
		Currency	&	Financial	Financial lease
			Modifications	Gain	liabilities
Amounts in USD 1 000
Current interest bearing loans	0	0	0	0	0	0
Current lease liabilities	2,194	0	2,897	0	-2,603	2,489
Non-current interst bearing loans	19,584	76	0	-1	0	19,658
Non-current lease liablities	139	0	0	0	-100	39
Total 2023	21,917	76	2,897	-1	-2,703	22,186

Fair values

The fair value hierarchy discloses how fair value is determined for financial instruments recorded at fair value in the

consolidated financial statement.

Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities.

Level 2: assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs

that are observable either directly or indirectly.

Level 3: techniques for which all inputs which have a significant effect on the recorded fair value that is not based on

observable market data.

The carrying amounts of cash and cash equivalents, restricted cash, trade receivables, other receivables, trade

payables and other short-term liabilities approximate their respective fair values because of the short maturities of

those instruments.

Note 24 – Trade payables

Trade payables are generally non-interest bearing and the payment terms are net 30 days. Fair value of the payables

equals the nominal value of USD 2 709 thousand (2023: USD 1 135 thousand).

Note 25 – Provisions

As of 31 December 2024, the group had not accrued any provisions (2023: USD 0).

Note 26 – Other short-term liabilities

Amounts in USD 1 000	2024	2023
Accrued expenses	1,016	583

Holiday pay	284	287
Social security taxes and other public duties	263	272
Other short term liabilities	18	27
Total other short term liabilities	1,581	1,169

Accrued expenses are generally on 30 days payment terms.

Note 27 – Leases

The Group has lease contracts for various items of IT-equipment, offices and vessels. The Group’s obligations under

its leases are secured by the lessor’s title to the leased assets. Some of the lease contracts include extension options.

See Note 4 for information on extension options.

The Group also has certain leases with lease terms of 12 months or less and leases of office equipment with low value.

The Group applies the “short-term lease” and “lease of low-value assets” recognition exemptions for these leases.

These leases include laptops and printers for which a total expense recorded in 2024 was USD 13 thousand (2023: USD

22 thousand).

Set out below are the carrying amounts of right-of-use assets and lease liabilities recognised and the movements

during the period: The modification to the vessel lease in 2024 is related to the extension of the lease for the Atlantic

Guardian by one year. The modification to the office leases is related to the extension of the Trondheim office lease.

						Interest
						expense
					Lease	on lease
	Right-of-use assets				liabilities	liabilitiles
	Vessel	Office	IT
Amounts in USD 1 000	leases	leases	equipment	Total	Total
As at 1 January 2023	4,484	246	151	4,882	5,459
Additions	0	0	0	0	0
Depreciation expense	-2,506	-195	-107	-2,808	0
Depreciation capitalised as multi-client expenses	0	0	0	0	0
Modification	-808	264	0	-544	-544
Payments	0	0	0	0	-2,580	-310
As at 31 December 2023	1,170	315	44	1,530	2,333	-310

					Lease	Interest expense
	Right-of-use assets				liabilities	on lease liabilitiles
	Vessel	Office	IT
Amounts in USD 1 000	leases	leases	equipment	Total	Total
As at 1 January 2024	1,170	315	44	1,530	2,333
Additions	0	0	0	0	0
Depreciation expense	-1,822	-184	-44	-2,051	0
Modification	2,823	74	0	2,897	2,897
Payments	0	0	0	0	-2,703	-249
As at 31 December 2024	2,172	205	0	2,376	2,527	-249

The maturity analysis of the lease liabilities is disclosed below:

Amounts in USD 1 000	2024	2023
Lease agreements – minimum lease payments:
No later than 1 year	2,628	2,329
After 1 year and no more than 5 years	40	151
After more than 5 years	0	0
Total minimum lease payments	2,668	2,480
Future finance charges on leases	-140	-147
Present value of lease agreements	2,528	2,333

The following amounts are recognised in profit or loss:

Amounts in USD 1 000	2024	2023
Depreciation expense of right-of-use assets	2,051	2,808
Depreciation capitalised as multi-client expenses	-521	0
Interest expense on lease liabilities	249	310
Total amounts recognised in profit or loss	1,778	3,118

The Group had total cash outflows for leases of USD 2 951 thousand in 2024 (2023: USD 2 890 thousand). The future

cash outflows relating to leases that have not yet commenced are disclosed in Note 29.

Depreciation of right-of use assets as presented in the Consolidated Income Statement USD 1 529 thousand (2023:

USD 2 808 thousand) is net of depreciation capitalised as multi-client expense as opposed to the Consolidated

Statement of Cash Flows. Gross depreciation of USD 2 051 thousand (2023: USD 2 808 thousand) is included in

operating activities and USD 521 thouasand (2023: USD 0) is included in investing activities.

Note 28 - Contingencies

The Group does not have any contingent liabilities in respect of matters arising in the ordinary course of business.

The Group has given a guarantee to a client as specified below.

Amounts in USD 1 000	2024	2023
Guarantees on client contracts	571	0
Other guarantees/collateral	0	0
Total guarantees	571	0

Note 29 - Commitments

Lease commitments:

The Group has lease agreements on IT-equipment, offices and vessels.

The future aggregate minimum lease payments under non-cancellable leases are as follows:

Amounts in USD 1 000	2024	2023
No later than 1 year	2,509	2,194
After 1 year and no more than 5 years	43	139
Total operating lease commitments	2,552	2,333

Contract terms on renewal of the leases are to be negotiated at or before the expiry of the contracts. The vessel

contract has renewal options of different durations.

Note 30 – Legal claims

EMGS is engaged in several tax discussions with the Brazilian internal revenue service. These discussions are related

to two main categories of claims by the IRS: (i) a non-approval by the IRS of certain tax offset requests by EMGS related

to a credit of Social Contribution on Net Profits (all as provided for under Brazilian law); and (ii) payment of an

administrative penalty fee of 50% over a previously disputed tax credit claim. EMGS disputes all of the claims received

from the IRS and has initiated administrative proceedings in Brazil to that effect. While EMGS views a negative

outcome as unlikely, should EMGS ultimately be unsuccessful in disputing these claims, the aggregate potential

additional tax liability amounts to approximately USD 200 thousand (exclusive of interest and penalties).

Additionally, on 23 April 2025 the Company received a letter from a former business partner. In the letter the former

business partner presented a claim for damages against EMGS in an amount of approximately USD 7.5 million. The

claim is based on an alleged breach of contract by EMGS. The Company considers the claim to be without merit and

of a frivolous nature. No provision has been made in the accounts.

Note 31 – Earnings/(loss) per share

Basic earnings/loss) per share is calculated by dividing net profit attributable to ordinary equity holders of the

Company by the weighted average number of ordinary shares outstanding during the year.

Amounts in USD 1 000	2024	2023
Income/(loss) attributable to equity holders of the Company	2,820	-8,178
Basic earnings per share	0.02	-0.06
Diluted earnings per share	0.02	-0.06
Weighted average number of ordinary shares for the purpose of basic earnings per share (thousands)	130,970	130,970
Effect of dilutive potential shares:
Share options (thousands)	75	113
Weighted average number of ordinary shares for the purpose of diluted earnings per share (thousands)	130,988	131,082

The Company has one category of dilutive potential ordinary shares: share options.

Note 32 – Related party transactions

The following table provides the amounts paid on transactions that have been entered into with related parties for

the relevant financial year:

Amounts in USD 1 000	2024	2023
	0
Momentum S.A.R.L.	0	0
Perestroika AS	0	0
RWC European Focus Master Inc.	0	0
Total	0	0

Note 33 – Investment in subsidiaries

Amounts in USD 1 000
	Share	Share
	ownership/	ownership/
	voting	voting	Equity 31	Equity 31
	rights 2023	rights 2023	December	December
Company			2024	2023	Location
Sea Bed Logging - Data Storage Company AS				23	Oslo, Norway
EMGS Americas 1 AS	100%	100%	12,288	11,924	Oslo, Norway
CSEM Production AS				12	Oslo, Norway
EM Multi-client AS	100%	100%	5,908	1,768	Oslo, Norway
EMGS Global AS	100%	100%	422	618	Oslo, Norway
EMGS Americas Inc	100%	100%	-1,103	-1,063	Delaware, USA
EMGS Shipping Mexico S. de R.L. de C.V.	99%/100%	99%/100%	204	597	Col. Del Valle, Mexico
EMGS Sea Bed Logging Mexico S.A. de C.V.	100%	100%	-3,554	-2,766	Col. Del Valle, Mexico
EMGS Services Mexico S.A. de C.V.	99%	99%	249	236	Col. Del Valle, Mexico
					British Columbia,
Electromagnetic Geoservices Canada Inc	100%	100%	-533	-9	Canada
Servicios Geologicos Electromagneticos do Brasil Ltda	100%	100%	-44,770	-51,026	Rio de Janeiro, Brasil
EMGS Surveys AS				39,038	Oslo, Norway
Electromagnetic Geoservices UK Ltd	100%	100%	295	309	London, UK
Electromagnetic Geoservices Malaysia Sdn Bhd	1%/100%	1%/100%	335	335	Kuala Lumpur, Malaysia
EMGS Asia Pacific Sdn Bhd	100%	100%	763	763	Kuala Lumpur, Malaysia

The Group consolidates Electromagnetic Geoservices Malaysia Sdn Bhd and emgs Shipping Mexico S. de R.L. de C.V.

at 100 % as the Company has control over these companies.

The Group has started the process of voluntary winding up of EMGS Asia Pacific Sdn Bhd and EMGS Electromagnetic

Geoservices Malaysia Sdn Bhd. The Group has wound-up Labuan Ltd., emgs Asia Pacific Labuan Ltd. And EMGS

Australia Pty Ltd. In 2024, the Group merged Sea Bed Logging – data Storage Company AS, CSEM Productions AS, EMGS

Multi-client AS and EMGS Surveys AS.

Note 34 – Events after the reporting period

EMGS receives Letter of Award for Survey in India

In January 2025, EMGS announced that the Company had received an LOA for a CSEM survey in India with a

value approximately USD 10 million.

EMGS receives contract related to previously announced Letter of Award for survey in India

In March 2025, EMGS received the final contact related to the previously announced Letter of Award. Under

the signed contract, the final contract value remains approximately USD 10 million, which was in accordance

with the expectation under the Letter of Award.

Financial

statements

EMGS ASA

Income Statement

1 January - 31 December

Amounts in NOK 1 000

Note

2024

2023

Operating revenues

Contract sales

1, 3

15,635

8,502

Multi-client sales

1, 3

183,523

72,533

Other revenue

1, 3

1,332

Total operating revenues

200,490

81,035

Operating expenses

Charter hire, fuel and crew expenses

103,755

39,376

Employee expenses

5, 6

36,559

30,066

Depreciation and ordinary amortisation

21,768

25,830

Multi-client amortisation

5,972

4,785

Other operating expenses

4, 8

66,277

25,548

Total operating expenses

234,331

125,605

Operating income

-33,841

-44,570

Financial income and expenses

Financial income

56,588

94,978

Financial expense

-32,061

-32,714

Net financial items

24,526

62,264

Income/(loss) before income tax

-9,315

17,694

Income tax expense

Income/(loss) for the year

-9,315

17,694

Balance Sheet

Amounts in NOK 1 000

Note

2024

2023

ASSETS

Non-current assets

Multi-client library

40,205

8,213

Other intangible assets

4,088

111

Property, plant and equipment

7, 11

27,223

47,077

Assets under construction

Investments in subsidiaries

49,191

Total non-current assets

120,707

104,592

Current assets

Spare parts, fuel, anchors and batteries

19,869

25,109

Trade receivables

3, 11, 14

10,222

11,375

Receivables group companies

14, 15

63,513

56,462

Other receivables

40,456

17,747

Cash and cash equivalents

93,518

96,788

Restricted cash

8,396

1,744

Total current assets

235,974

209,227

Total assets

356,681

313,819

Balance Sheet

Amounts in NOK 1 000

Note

2024

2023

EQUITY

Paid-in-capital

Share capital

18,

130,970

Share premium

18,

Other paid-in-capital

18,

415,672

415,671

Total paid-in-capital

546,642

546,641

Retained earnings

Other equity

-532,772

-523,456

Total retained earnings

-532,772

-523,456

Total equity

13,871

23,184

LIABILITIES

Non-current liabilities

Borrowings

7, 21

198,233

Non-current leasing liabilities

Total non-current liabilities

198,233

Current liabilities

Trade payables

30,265

11,272

Payable group companies

73,804

67,114

Current tax liabilities

1,704

Public taxes and duties payable

2,822

2,593

Other short term liabilities

12,638

9,150

Current leasing liabilities

568

Borrowings

7, 21

223,185

Total current liabilities

342,811

92,401

Total liabilities

342,811

290,635

Total equity and liabilities

356,681

313,819

Oslo, 24 April 2025

Board of Directors and CEO of Electromagnetic Geoservices ASA

Sign.

Cash Flow Statement

Note

2024

2023

A) Cash flow from operating activities

Funds sourced from operations *)

45,233

73,605

Changes in inventories, accounts receivable and accounts payables

25,025

17,813

Other changes in working capital

3,611

-11,787

Net cash flow from operating activities

73,869

79,632

B) Cash flow from investing activities

Purchase of property, plant and equipment

-1,815

-9,136

Investment in multi-client library

-42,040

Investment in subsidiaries

-48,000

Net cash flow from investing activities

-43,856

-57,136

C) Cash flow from financial activities

Proceeds from issuance of ordinary shares

Repayment/settlement of loan

Payment of interests on loans

-26,064

-24,050

Financial lease payments

-568

-1,127

Net cash flow from financial activities

-26,632

-25,177

A+B+C) Net change in cash and cash equivalents

3,382

-2,680

Cash and cash equivalents as 01.01

98,532

101,213

Cash and cash equivalents as 31.12

101,914

98,532

Calculation of cash and cash equivalents

Cash and cash equivalents

93,518

96,788

Restricted cash

8,396

1,744

Cash and cash equivalents 31.12

101,914

98,532

*) Calculation of funds sourced from operations

Income/(loss) before income tax

-9,315

17,694

Depreciation and amortisation

27,740

30,615

Income tax expense

Amortisation of interest

26,808

25,296

Financial gain on repayment of bond

45,233

73,605

Notes

Accounting Principles

The financial statements have been prepared in accordance with the Norwegian Accounting Act and generally

accepted accounting principles in Norway.

Use of estimates

The management has used estimates and assumptions that have had an impact on assets, liabilities, income, expenses

and information on potential liabilities in accordance with generally accepted accounting principles in Norway.

Business combinations

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the

aggregate of the consideration transferred, measured at acquisition date fair value. Acquisition costs incurred are

expensed and included in other operating expenses.

When the Company acquires a business, it assesses the financial assets and liabilities assumed for appropriate

classification and designation in accordance with the contractual terms, economic circumstances and pertinent

conditions as at the acquisition date.

Revenue recognition

Revenue from contracts with customers is recognised when control of the goods and services are transferred to the

customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for

those goods or services.

Revenue is recognised as follows:

a) Proprietary contract sales

EMGS performs EM services under contract for a specific customer, whereby the EM data is owned by the customer.

The Company recognises contract revenues (whether priced as Lump Sum, Day Rate or Unit Price) over time. Progress

is measured in a manner generally consistent with the physical progress on the project.

Mobilisation Fees

Revenues for mobilisation are usually contracted with the customer and should cover the vessel’s transit to the actual

area. Revenues and costs related to mobilisation are deferred and recognised over the acquisition period (which is the

time from the first receiver is dropped to the last retrieval) of the contract, using the percentage of completion

method. The deferral of mobilisation costs can only begin after an agreement has been signed between EMGS and the

client. Until a contract is signed, costs are expensed as incurred.

b) Sales of multi-client library data

Pre-funding agreements

Sales made prior to commencement of acquisition for a project and sales while the projects are in progress, are

presented as pre-funding revenues. The advantages for pre-funding customers are generally the possibility to

influence the project specifications, early access to acquired data, and discounted prices.

The Company recognises pre-funded revenue at the point in time when data is made accessible to the customer.

Late sales

Customers are granted a license from the Company which entitles them to access a specific part of the multi-client

data library. The license payment is fixed and is required when the license is granted. The late sale revenue is

recognised when a valid licensing agreement is signed, and the multi-client library data is made accessible to the

customer.

Uplift

Uplift revenues can arise if a customer that has already bought a license for EM data, is awarded acreage covered by

the data bought. Uplift revenue is recognised when the customer is awarded the acreage.

Contract balances:

Contract assets

A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the

Company performs by transferring goods or services to a customer before the customer pays consideration or before

payment is due, a contract asset is recognised for the earned consideration that is conditional.

Trade receivables

A receivable represents the Company’s right to an amount of consideration that is unconditional (i.e., only the passage

of time is required before payment of the consideration is due).

Contract liabilities

A contract liability is the obligation to transfer goods or services to a customer for which the Company has received

consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the

Company transfers goods or series to the customer, a contract liability is recognised when the payment is made, or

the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Company performs

under the contract.

Balance sheet classification

Current assets and short term liabilities consist of receivables and payables due within one year, and items related to

the inventory cycle. Other balance sheet items are classified as fixed assets / long term liabilities.

Current assets are valued at the lower of cost and fair value. Short term liabilities are recognised at nominal value.

Fixed assets are valued at cost, less depreciation and impairment losses. Long term liabilities are recognised at nominal

value.

Subsidiaries

Subsidiaries are valued at cost in the Company's accounts. The investments are valued at the cost of acquiring shares

in the subsidiary or joint venture, provided that no write down is required. A write down to fair value will be carried

out if the reduction in value is caused by circumstances which may not be regarded as incidental and deemed necessary

by generally accepted accounting principles. Write downs will be reversed when the cause of the initial write down is

no longer present.

Foreign currency translation

Transactions in foreign currency are translated at the rate applicable on the transaction date. Monetary items in a

foreign currency are translated into NOK using the exchange rate applicable on the balance sheet date. Non-monetary

items that are measured at their historical price expressed in a foreign currency are translated into NOK using the

exchange rate applicable on the transaction date. Non-monetary items that are measured at their fair value expressed

in a foreign currency are translated at the exchange rate applicable on the balance sheet date. Changes to exchange

rates are recognised in the income statement as they occur during the accounting period.

Property, plant and equipment

Property, plant and equipment are capitalised and depreciated linearly over the estimated useful life. Significant fixed

assets which consist of substantial components with dissimilar economic life have been unbundled; depreciation of

each component is based on the economic life of the component. Costs for maintenance are expensed as incurred,

whereas costs for improving and upgrading property, plant and equipment are added to the acquisition cost and

depreciated with the related asset. If carrying value of a non-current asset exceeds the estimated recoverable amount,

the asset is written down to the recoverable amount. The recoverable amount is the greater of the net realisable value

and value in use. In assessing value in use, the discounted estimated future cash flows from the asset are used.

Research and development

Development costs are capitalised provided that a future economic benefit associated with development of the

intangible asset can be established and costs can be measured reliably. Otherwise, the costs are expensed as incurred.

Capitalised development costs are amortised linearly over its useful life.

Research costs are expensed as they are incurred.

Multi-client library

The multi-client library consists of surveys of electromagnetic data. The surveys can be licensed to customers on a

non-exclusive basis. Directly attributable costs associated with the production and development of multi-client

projects such as acquisition costs, processing costs, and direct project costs are capitalised.

A multi-client project is considered complete when all components or processes associated with the acquisition and

processing of the data are finished, and all components of the data have been properly stored and made ready for

delivery to customers.

After a project is completed, a straight-line amortisation is applied. The straight-line amortisation is assigned over the

useful life, which is set at four years. The straight-line amortisation is distributed evenly through the financial year

independently of sales during the quarters.

Leased assets

Leases that provide EMGS with substantially all the rights and obligations of ownership are accounted for as finance

leases. Such leases are valued at the present value of minimum lease payment and recorded as assets under tangible

assets. The assets are subsequently depreciated, and the related liabilities are reduced by the amount of the lease

payments less the effective interest expense. Other leases are accounted for as operating leases with lease payments

recognised as an expense over the lease term.

Inventories

Inventories are valued at the lower of cost or net selling price. The selling price is the estimated selling price in the

case of ordinary operations minus the estimated completion, marketing and distribution costs. The cost is arrived at

using the FIFO method and includes the costs incurred in acquiring the goods and the costs of bringing the goods to

their current state and location.

Trade and other receivables

Trade receivables and other current receivables are recorded in the balance sheet at nominal value less provisions for

doubtful accounts. Provisions for doubtful accounts are based on an individual assessment of the different receivables.

Income tax

Tax expenses in the profit and loss accounts comprise of both tax payable for the accounting period and changes in

deferred tax. Deferred tax/tax assets are calculated on all differences between the book value and tax value of assets

and liabilities.

Deferred tax is calculated at 22 percent on the basis of existing temporary differences and the tax effect of tax losses

carried forward. Temporary differences, both positive and negative, that will reverse within the same period, are

recorded net. Deferred tax assets are recorded in the balance sheet when it is more likely than not that the tax assets

will be utilised.

Taxes payable and deferred taxes are recognised directly in equity to the extent that they relate to equity transactions.

Share based payments

Options for employees are valued at the fair value of the option at the time the option plan is adopted. The Black -

Scholes model is used for valuation of options. The cost of the options is allocated over the period during which the

employees earn the right to receive such options. This arrangement is presented as other paid-in capital in the balance

sheet. Provisions are made for the social security taxes related to the share option plan, which are related to the

difference between the issue price and the market price of the share at year-end, on the basis of the vesting period of

the program.

Provisions

Provisions are recognised when the Company has a present obligation as a result of a past event, where it is probable

that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable

estimate can be made of the amount of the obligation. Provisions for loss on contracts are recognised when it is clear

that the contract will result in a loss. The calculation is made by comparing the contracted revenues to the expected

direct operating costs for the contract period.

Cash flow statement

The cash flow statement is presented using the indirect method. Cash and cash equivalents include cash and bank

deposits.

Note 1 – Operating revenues

Amounts in NOK 1 000

2024

2023

Regions

Norway

161,614

77,343

Europe, Middle East and Africa

360

118

North and South America

35,750

2,306

Asia and the Pacific Ocean

2,766

1,269

Total

200,490

81,035

NOK 34,816 thousand of the NOK 200 490 thousand in total operating revenues in 2024, was intercompany revenues

(2022: NOK 0).

The Company consists of one business area only. EMGS operates globally.

Note 2 – Shared revenue

The Company has since 2013 entered several cooperation agreements regarding EM multi-client surveys in the Barents

Sea and Brazil.

EMGS has received funding and/or seismic data against a revenue share on prefunding, late sales and uplift revenues.

EMGS has provided the vessel, performed the data acquisition and finally provided the data processing services. The

acquired data remains the property of EMGS.

When EMGS licenses data to customers in areas subject to revenue sharing, the Company invoices and collects

payments from the customers for the entire sales amount. The related accounts receivable is presented gross, while

the portion due to the partner upon collection from the customer, is presented as a short-term liability.

EMGS did not have any shared revenue from the sale of multi-client library with cooperation agreements in 2024

(2023: NOK 0).

EMGS

Revenue Share

Multi-client survey

Brazil 2013

95%

Barents Sea 2013

70%

Barents Sea 2014

50%

Barents Sea 2015

50%

Barents Sea 2016

50%

Barents Sea 2017

50%

Note 3 – On-going projects

Part of trade receivables that are recognised in 2024, but not invoiced per 31 December 2024 amounts to NOK 0 (2023:

NOK 1 051 thousand).

Deferred revenue as of 31 December 2024 amounts to NOK 0 (2023: NOK 87 thousand).

The Company does not expect any loss on contracts in 2024 (2023: NOK 0).

Note 4 – Operating leases

Amounts in NOK 1 000

2024

2023

Operating leases recognised as expense in the period

Charter hire

91,859

25,881

Office premises

2,579

3,063

Total

94,438

28,944

Note 5 – Pensions

The Company is required to have an occupational pension plan in accordance with the Norwegian law on required

occupational pension ("lov om obligatorisk tjenestepensjon"). The Company's pension arrangements fulfill the

requirements of the law.

In 2024, the pension plan involved a contribution level of 5 % of Base Salary from 0 to 7.1 G and 15 % of Base Salary

from 7.1 up to 12 G, where G is the National Insurance basic amount (Folketrygdens grunnbeløp). G is equal to NOK

124 028 as of 31 December 2024.

The Company`s contribution to the Norwegian defined contribution plan for the year ended 31 December 2024 is NOK

2 160 thousand (2023: NOK 2 057 thousand).

As of 31 December 2024, there are 19 employees covered by the defined contribution pension plan (2023: 18).

Note 6 – Remuneration

The average number of employees during 2024 was 19.

Amounts in NOK 1 000

2024

2023

Employee expenses:

Salaries and bonus

28,100

21,110

Payroll tax

4,986

5,669

Pension costs

2,190

2,038

Other benefits

1,283

1,249

Total

36,559

30,066

Executive Management remuneration

Amounts in NOK 1 000

Salaries

Bonus

options

Pension

benefit

Other

benefits**

Total

remuneration

Executive Management

Bjørn Petter Lindhom, CEO*

2024

2,413

148

2,577

Knut Anders Eimstad, CFO

2024

1,921

145

2,083

Dag Helland-Hansen, Global EA / President EMEA

2024

2,567

153

2,737

Total

6,900

446

7,397

* CEO has switched to a consultancy agreement effective 01 November 2024

**Other benefits include electronic communication, group life insurance and health insurance.

Remuneration Policy

All members of the Executive Management Group have fixed salaries. In addition to the fixed salary,

a bonus plan is in place. The bonus system is based on a combination of fulfillment of EMGS´s goals and individual

goals.

The Executive Management Group is included in the Company´s ordinary pension plan.

There are no other variable elements included in the remuneration for the Executive Management Group.

Board of Directors remuneration

Amounts in NOK 1 000

Directors fee

2024

Board of Directors

Fredrik W. Mohn

Chairman of the Board

01.01.-

31.12.

Mimi Berdal

Board member

01.01.-

31.12.

299

Beatriz Malo de Molina

Board member

01.01.-

31.12.

405

Jørgen Westad

Board member

01.01.-

31.12.

704

The amounts listed under Directors fee have been expensed and paid in 2024.

Share base payment

The Company has an option program (more details about the program is presented in note 15 for the Group).

The Company uses Black Scholes model to estimate the value of the options.

Weighted

average

Number of

Weighted

average

remaining

Amount in NOK 1000

Options

For feinted options

Granted options

options

exercise price B

contractual life

Executive Management

Bjørn Petter Lindholm, CEO

6.250

2.17

0.60

Knut Anders Eimstad, CFO

6.250

2.17

0.60

Dah Helland-Hansen

6.250

2.17

0.60

B – average exercise price for number of options by 31 December 2024

Loans and guarantees

No loans or loan guarantees have been granted to the Executive Management of the Board of Directors or other

related parties.

Auditor expense

Amounts in NOK 1 000

2024

2023

Auditor expenses

Statutory audit services (excl VAT)

1,367

907

Tax advisory services (excl VAT)

Further assurance services (excl VAT)

266

220

Total

1,633

1,127

Note 7 – Tangible and intangible assets

Amounts in NOK 1 000

Property, plant

and equipment

Patents

Software

licenses etc.

Multi-client

library

Neptune

Total

Assets under

construction

Acquisition cost at 1 January 2024

1,141,788

26,415

105,641

761,122

2,034,966

24,906

Adjustment of opening value

Transferred from assets under construction to intangible

assets

Purchases

1,815

4,076

5,891

4,076

Disposals

Acquisition cost at 31 December 2024

1,143,603

26,415

105,641

761,122

4,076

2,040,857

28,982

Accumulated depreciation 1 January 2024 (Restated*)

1,094,709

26,415

105,530

714,946

1,941,600

24,906

Depreciation/amortisation for the year

21,669

5,972

27,740

Transferred from assets under construction to

intangible

assets

Disposals

Impairment

Accumulated depreciation 31 December 2024

1,116,378

26,415

105,629

720,918

1,969,340

24,906

Net carrying value

27,224

40,205

4,076

71,517

4,076

Depreciation rate (%)

13-33

7-10

Depreciation/amortisation of fixed assets is calculated using the straight-line method.

The registered patents rights relate to electromagnetic surveys (EM).

The DeepBlue

EMGS has been working on a Joint Industry Project (“the DeepBlue”), supported by Shell and Equinor, for developing

the Next Generation EM equipment. The benefit of using the DeepBlue equipment is deeper penetration and

significantly improved imaging at increased burial depths. The improved imaging leads to improved confidence and

enhanced interpretation possibilities. The project commenced 2012 and the prototype equipment was completed in

2017 with its first commercial survey summer 2017. The carrying value of the DeepBlue equipment as of 31 December

2024 was NOK 16 606 thousand (2023: NOK 33 967) (more details about the DeepBlue in presented in note 17 for the

Group). The carrying value of the DeepBlue equipment as presented in note 17 for the Group is USD 2 588 thousand.

Assets under construction

Assets under construction are internal capital expenditure projects that are not completed. These projects are mainly

development and production of acquisition equipment, but also interpretation and modelling software.

Finance leases

Finance leases are capitalised at the lease’s commencement at the lower of the present value and cost.

The leasing contracts have a duration of 5 years and the asset will be depreciated over a 3-5-year period.

The term of the agreement is 3-month NIBOR + 1.11%

Amounts in NOK 1 000

2024

2023

Capitalised in the balance sheet 31 December

5,624

Accumulated depreciation

-5,624

-5,245

Net carrying value

378

Depreciation

378

908

Amounts in NOK 1 000

2024

2023

Nominal

Present

Nominal

Present

value

Leases due within 12 months

577

568

Leases due within the next 13-60 months

Remaining debt on leasing contracts 31 December

577

568

Note 8 – Other operating expenses

Amounts in NOK 1 000

2024

2023

Other operating expenses

Rental and housing expenses

3,920

4,430

Consumables and maintenance

3,367

2,752

Consultancy fee

13,027

11,541

Travel expenses

2,024

1,786

Insurance

4,259

3,174

Marketing

877

616

Intercompany expenses

-560

-23

Other operating expenses

39,363

1,270

Total

66,277

25,548

Note 9 – Financial items

Amounts in NOK 1 000

2024

2023

Financial income:

Group contribution

Interest income subsidiaries

Interest income on short term bank deposits

8,797

12,533

Foreign exchange gains

39,675

34,445

Gain on bond buy back

Net gains of financial assets

8,115

48,000

Total

56,588

94,978

Financial expenses:

Interest expense subsidiaries

Interest expense

31,975

32,714

Net foreign exchange loss

Net loss on financial assets and liabilities

Financial expenses repayment of bond loan

Other financial expenses

Total financial

32,061

32,714

Net financial items

24,526

62,264

Note 10 – Income taxes

Amounts in NOK 1 000

2024

2023

Tax base specification

Profit before tax

-9,315

17,694

Permanent differences

35,040

-74,772

Changes in temporary differences

436

-1,249

Recieved group contribution

Tax expense abroad, paid

Taxable profit (this year tax base)

26,162

-58,327

Tax losses carried forward

-26,162

58,327

Taxable profit (this year tax base)

Income tax expenses:

Non-creditable foreign income taxes

Total income tax expense

Temporary differences

Fixed assets

-51,469

-48,734

Accounts receivable

-1,654

Inventory

Provisions tax liability abroad

15,450

11,497

Other accruals

-40,559

Tax losses carried forward

-1,437,349

-1,463,511

Total temporary differences

-1,515,581

-1,541,306

Non-recognised deferred tax asset

-333,428

-339,087

Non-recognised deferred tax asset

Amounts in NOK 1 000

Tax base

22%

tax

Explanation why the tax is not 22% of income before tax

22% tax of income before tax

9,315

2,049

Permanent difference

35,040

7,709

Change in deferred tax assets, not recognised

25,725

5,660

Correction of errors in previous years

Reversed group contribution previous years

Effect of tax on group contribution

Calculated tax

Effective tax rate in %

Current tax liabilities are related to operations abroad. Accrued year end is NOK 97 thousand (2023 NOK 1 704

thousand)

Note 11 – Collaterals

There are no long-term liabilities due in more than five years from 31 December 2024 or 31 December 2023.

Amounts in NOK 1 000

2024

2023

Pledged assets:

Trade receivables

6,964

400

Assets held under finance leases

378

Total carrying value of pledged assets

6,964

778

Note 12 – Investment in subsidiaries

Net

carrying

value

shares in

subsidiaries

ownership/

Voting rights

Equity 31

December

2024

Amounts in NOK 1 000

Profit/Loss

2024

Location

EMGS Americas 1 AS

100%

-3,208

251

Trondheim, Norway

EM Multi-client AS

100%

48,118

9,174

63,919

Trondheim, Norway

EMGS Global AS

100%

217

1,689

7,408

Trondheim, Norway

EMGS Shipping Mexico S. de R.L de C.V.

99%

-4,224

2,312

Col. Del Valle,

Mexico

EMGS Sea Bed Logging Mexico S.A. de C.V.

100%

8,666

Col. Del Valle,

Mexico

Servicos Geologicos Electromagneticos Do Brazil LTDA

99%

31,754

-508,291

Rio de Janeiro, Brazil

Electromagnetic Geoservices Malaysia Sdn Bhd

3,805

Kuala Lumpur,

Malaysia

emgs Asia Pacific Sdn Bhd

100%

856

8,666

Kuala Lumpur,

Malaysia

Total

49,191

35,185

-413,263

Note 13 – Spare parts, fuel, anchors and batteries

Amounts in NOK 1 000

2024

2023

Inventory

type

Equipment, components and parts

13,748

14,150

Anchors and batteries

2,558

2,756

Fuel

3,563

8,203

Total

19,869

25,109

Note 14 – Receivables

The Company has no accounts receivables with due dates later than 12 months.

Provision for loss on external receivables per 31 December 2024 NOK 1 654 thousand (2023: NOK 0).

Note 15 – Related parties

Sales and purchases of services, receivable and liabilities: receivables and liabilities are show on a net basis.

2024

2023

Amounts in NOK 1 000

Liabilities

Receivables

Purchase

Sales

Liabilities

Receivables

Purchase

Sales

Related parties

Sea Bed Logging - Data Storage Company AS

emgs Americas 1 AS

-122

-42

CSEM Production AS

EM Multi-client AS

14,734

13,263

emgs Global AS

-12,485

-10,839

emgs Americas 1 AS Mexican Branch

emgs Americas

Inc

-12,898

-11,033

EMGS Shipping Mexico S. de R.L de C.V.

16,026

10,690

14,289

9,531

EMGS Sea Bed Logging Mexico S.A. de C.V.

12,581

19,336

11,217

26,329

EMGS Sevices Mexico S.A de C.V

304

Electromagnetic Geoservices Canada Inc

6,585

5,871

Servicos Geologicos Electromag. Do Brazil LTDA

-1,718

60,287

-1,532

43,235

EMGS Surveys AS

EMGS UK Ltd

41,634

37,772

Electromagnetic Geoservices Malaysia Sdn Bhd

1,494

1,332

emgs Asia Pacific Sdn Bhd

2,038

-7,881

1,817

-6,893

emgs Labuan Ltd

EMGS AP Labuan Ltd

73,804

63,513

67,114

56,462

In 2024, the Company reversed a portion of previous years accrued losses on group company receivables with NOK 2

432 thousand (2023 accrued loss on group company receivables: NOK 26 440 thousand)

Note 16 – Other receivables and prepayments

Amounts in NOK 1 000

2024

2023

Other receivables

Prepaid expenses

4,874

4,168

VAT

239

379

Withholding tax

15,547

13,201

Other

19,795

Total

40,456

17,747

Note 17 – Bank deposits

Restricted cash as of 31 December 2024:

Amounts in NOK 1 000

2024

2023

Restricted cash

Guarantees

6,964

400

Employee tax

1,432

1,345

Total

8,396

1,744

100

Note 18 – Share capital and Shareholder information

The total authorised number of ordinary shares is 161 092 719 as of 31 December 2024 (2023: 161 092 719) with a

par value of NOK 1 per share. All issued shares are denominated in NOK and fully paid.

The largest shareholders as of 31 December 2024:

Number of ordinary

Percentage

Siem Investments S.À.R.L.

43,327,467

33.08%

PERESTROIKA AS

38,652,795

29.51%

RAGE, PER EGIL

2,841,480

2.17%

NORDNET LIVSFORSIKRING AS

1,860,224

1.42%

HEGGELUND, JAN

1,189,921

0.91%

METIZ CATCHLOG AS

1,100,560

0.84%

SOUTHGARDEN AS

915,135

0.70%

JAGLAND, ERIK SMITH

900,000

0.69%

STAVSETH AS

800,000

0.61%

Nordnet Bank AB

708,426

0.54%

SKOGMO, OLE JØRGEN

665,000

0.51%

STA HOLDING AS

575,000

0.44%

NÆRINGSENTREPRENØREN AS

559,539

0.43%

EIKANGER INVEST AS

550,000

0.42%

KONGSRUD, RUNE JACOB

507,837

0.39%

GALTUNG, LARS OTTO

503,936

0.38%

SLENESET BYGG AS

480,254

0.37%

ØVERLAND

457,039

0.35%

ALEKNA, MAMERTAS

429,113

0.33%

BÆKKEN, BØRRE SCHJØNNING

412,276

0.31%

Other

33,533,688

25.60%

Total

130,969,690

100%

101

Leading representatives of the Company as of 31 December 2023 hold the following shares:

CEO

17,003

Business Unit President EMEA & Global Exploration Advisor

40,000

Chairman of the Board, Frederik Wilhelm Mohn (Perestroika AS)

38,652,795

Board member, Mimi Berdal (MKB Invest AS)

70,303

Board member, Jørgen Westad

Board member, Beatriz Malo De Molina Laorde

Total

38,780,101

Note 19 – Equity

Amounts in NOK 1

000

capital

premium

Other

paid-

in capital

Available-for-sale

reserve

Actuarial

gains/(losses)

Other equity

(uncovered

loss)

Total

At 31 December

2023

130,970

413,621

2,050

13,377

-536,833

23,185

Group contribution

At 1 January 2024

130,970

413,621

2,050

13,377

-536,833

23,185

Other transactions

Income for the year

-9,315

At 31 December

2024

130,970

413,622

2,050

13,377

-546,148

13,871

102

Note 20 – Provisions

The Company has recorded no provision per 31 December 2024 (2023: 0 thousand).

Note 21 – Financial liabilities

Amounts in NOK 1 000

Interest rate

Maturity

2024

2023

2022

2021

2020

2019

Non-current

USD 32.5 million convertible

bond

SOFR

+ 6.50%

5/9/2025

198,233

192,052

214,148

271,629

275,100

Lease liabilites

568

1,414

2,879

4,511

Total

198,233

192,620

215,561

274,508

279,611

Current

USD 32.5 million convertible

bond

SOFR

+ 6.50%

5/9/2025

223,185

Lease liabilites

3.6%-8.1%

Up to 1 year

568

1,127

1,832

1,710

Total

223,185

568

1,127

1,832

1,710

Total financial liabilities

223,185

198,801

193,747

217,393

276,340

281,321

USD 32.5 million convertible bond

On 9 May 2018, EMGS secured a USD 32.5 million convertible bond bearing an interest at 3 months LIBOR + 5.50%

p.a. The loan can at any time be converted into common shares in EMGS at the conversion price of NOK 4.32 (USD

0.42677) until the maturity date on 9 May 2023. On 9 February 2022 the Unsecured Convertible Bond 2018/2023 was

extended by 24 months, until 9 May 2025, and the interest margin was increased by 100 bps to LIBOR + 6.50% p.a.

The updated terms have been assessed not to be substantially different from the original terms. Thus the original bond

has not been derecognised, and the extension has instead been accounted for as a modification of the original bond.

The modification did not lead to any significant adjustments to the amortised cost of the bond. On 26 June 2023, EMGS

entered into an amendment agreement to switch the reference rate from 3 months LIBOR to the Compounded Daily

SOFR. The interest margin remains unchanged at 6.5%, however, a credit adjustment spread of 0.26161 per cent per

annum was added.

The USD 32.5 million convertible bond can be seen as a contract settled by an entity by delivering a fixed amount of

its own equity instruments in exchange for a fixed amount of foreign currency. The economic components of this

convertible bond are:

(a)

A liability. On issuance of the convertible bond, the fair value of the liability component was determined using a

market rate for an equivalent non-convertible bond; and classified as a financial liability measured at amortised

cost (net of transaction costs) until it is extinguished on conversion or redemption.

(b)

An equity component. The residual of the proceeds was allocated to the conversion option that was recognised

in shareholders’ equity.

At inception, the value of the liability component was estimated to NOK 246.4 million, and amortised cost as of 31

December 2023 was NOK 223.2 million (2023: NOK 198.2 million). The equity component, the carrying amount of the

conversion option, was estimated to NOK 15.8 million at inception and is not remeasured in subsequent periods.

One bond repurchase, at a 13.5 per cent discount, was completed in 2022 with a combined nominal value of NOK 49.0

million.

The convertible bond contains financial covenants requiring free cash and cash equivalents of at least USD 2.5 million

on group level. In addition, the bond agreement has restrictions regarding the Company's ability to sell the multi-client

library, declare or make dividend payments, incur additional indebtedness, change its business or enter into

speculative financial derivative agreements. As of 31 December 2024, the free cash and cash equivalents of the Group

totalled USD 9.1 million. The convertible bond is unsecured.

103

Lease liabilities

The finance lease liabilities relate to certain property, plant and equipment and are capitalised leases for financial

reporting purposes. The related leased property, plant and equipment serve as the collateral under such leases.

Note 22 – Public taxes and duties payable

Amounts in NOK 1 000

2024

2023

Public taxes and duties payable

Employee taxes withheld

1,418

1,330

Employment tax

1,405

1,263

Tax foreign employees

Other

Total

2,822

2,593

Note 23 – Other current liabilities

Amounts in NOK 1 000

2024

2023

Other current liabilities

Provision for onerous contract

Accrued holiday pay

3,012

2,665

Accrued salaries

187

167

Deferred revenues

Accrued shared revenues

Accrued vessel expenses

6,043

2,799

Other liabilities

3,395

3,431

Total

12,638

9,150

Note 24 – Events after the reporting period

EMGS receives Letter of Award for Survey in India

In January 2025, EMGS announced that the Company had received an LOA for a CSEM survey in India with a

value approximately USD 10 million.

EMGS receives contract related to previously announced Letter of Award for survey in India

In March 2025, EMGS received the final contact related to the previously announced Letter of Award. Under

the signed contract, the final contract value remains approximately USD 10 million, which was in accordance

with the expectation under the Letter of Award.

Amounts in NOK 1 000

Interest rate

Maturity

2024

2023

Non-current

USD 32.5 million convertible bond

SOFR

+ 6.50%

5/9/2025

198,233

Lease liabilites

Total

198,233

Current

USD 32.5 million convertible bond

SOFR

+ 6.50%

5/9/2025

223,185

Lease liabilites

3.6%-8.1%

Up to 1 year

568

Total

223,185

568

Total financial liabilities

223,185

198,801

104

Auditor’s

report

2024

Statsautoriserte revisorer

Ernst & Young AS

Havnegata 9, 7010 Trondheim

Postboks 1299 Pirsenteret, 7462 Trondheim

Foretaksregisteret: NO 976 389 387 MVA

Tlf: +47 24 00 24 00

www.ey.no

Medlemmer av Den norske Revisorforening

A member firm of Ernst & Young Global Limited

To the General Meeting in Electromagnetic Geoservices ASA

INDEPENDENT AUDITOR'S REPORT

Report on the audit of the financial statements

Opinion

We have audited the financial statements of Electromagnetic Geoservices ASA (the Company) which

comprise:

•

The financial statements of the Company, which comprise the balance sheet as at 31 December

2024 and the income statement and statement of cash flows for the year then ended and notes to

the financial statements, including a summary of significant accounting policies, and

•

The financial statements of the Group, which comprise the balance sheet as at 31 December

2024, the income statement, statement of other comprehensive income, statement of changes in

equity and statement of cash flows for the year then ended and notes to the financial statements,

including material accounting policy information.

In our opinion:

•

the financial statements comply with applicable statutory requirements,

•

the financial statements give a true and fair view of the financial position of the Company as at 31

December 2024 and its financial performance and cash flows for the year then ended in

accordance with the Norwegian Accounting Act and accounting standards and practices

generally accepted in Norway, and

•

the consolidated financial statements give a true and fair view of the financial position of the

Group as at 31 December 2024 and its financial performance and cash flows for the year then

ended in accordance with IFRS Accounting Standards as adopted by the EU.

Our opinion is consistent with our additional report to the audit committee.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our

responsibilities under those standards are further described in the

Auditor’s responsibilities for the audit of

the financial statements

section of our report. We are independent of the Company and the Group in

accordance with the requirements of the relevant laws and regulations in Norway and the International

Ethics Standards Board for Accountants’

International Code of Ethics for Professional Accountants

(including International Independence Standards)

(the IESBA Code), and we have fulfilled our other

ethical responsibilities in accordance with these requirements. We believe that the audit evidence we

have obtained is sufficient and appropriate to provide a basis for our opinion.

To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit

Regulation (537/2014) Article 5.1 have been provided.

We have been the auditor of the Company for 23 years from the election by the general meeting of the

shareholders in 2002 for the accounting year 2002.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our

audit of the financial statements for 2024. These matters were addressed in the context of our audit of the

Independent auditor's report - Electromagnetic Geoservices ASA 2024

A member firm of Ernst & Young Global Limited

financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate

opinion on these matters.

Impairment assessment of Deep Blue equipment

Basis for the key audit matter

A significant part of PP&E is related to a Joint

Industry Project, referred to as “the Deep Blue”,

which is the Company’s next generation EM

equipment. The equipment accounts for 8 %

(USD 2.6 million) of total assets of the Group and

5 % (NOK 17 million) of the Parent company at

31 December 2024. The Company performed an

updated impairment assessment and determined

the value in use per 31 December 2024. The

value in use was estimated using cash flow

projections related to the expected use of the

Deep Blue equipment. Total revenue forecasts

were based on budgets and assumptions about

the market of EM equipment. Revenue forecasts

require judgment from management about the

market for this equipment, the number of survey

days to expect per year, day rates and other

factors that may affect future market conditions.

Forecasts of costs are based on the costs using

the Deep Blue equipment. Management

concluded that no additional impairments were

required based on the updated assessment.

Impairment assessment of Deep Blue is a key

audit matter due to the significant judgement

involved in estimating future cash flows using the

Deep Blue equipment.

Our audit response

We evaluated management’s estimates related

to revenue forecast and assumptions of related

costs using the Deep Blue equipment. Our audit

procedures included inquiries and assessment of

management’s assumptions regarding the

current market situation and expected

development. Through analysis we compared the

current year’s performance with management’s

estimate from the previous year. We have tested

management’s assumptions for revenue

forecasts against contracts and future vessel

plans approved by the Board. Furthermore, we

evaluated and tested the valuation methodology,

costs related to the use of Deep Blue equipment

and the discount rate applied and tested the

mathematical accuracy of the value in use

calculation. We refer to the Group’s disclosures

regarding assumptions disclosed in notes 4

–

“Significant accounting estimates, judgements

and assumptions” and 17 –

“Pr

operty, plant and

equipment and assets under construction” of the

consolidated financial statements and note 7

–

“Tangible and intangible assets” for the

Company.

Other information

The Board of Directors and Chief Executive Officer (management) are responsible for the information in

the Board of Directors’ report and the other information presented with the financial statements.

Other

information consists of the information included in the annual report other than the financial statements

and our auditor’s report thereon.

Our opinion on the financial statements does not cover the information in

the Board of Directors’ report and the other information presented with the financial state

ments.

In connection with our audit of the financial statements, our responsibility is to read the information in the

Board of Directors’ report and for the other information presented with the financial statements. The

purpose is to consider if there is material

inconsistency between the information in the Board of Directors’

report and the other information presented with the financial statements and the financial statements or

our knowledge obtained in the audit, or otherwise the information in the Board of Dir

ectors’ report and for

the other information presented with the financial statements otherwise appears to be materially

misstated. We are required to report if there is a material misstatement in the Board of Directors’ report

and the other information presented with the financial statements.

Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report

Independent auditor's report - Electromagnetic Geoservices ASA 2024

A member firm of Ernst & Young Global Limited

•

is consistent with the financial statements and

•

contains the information required by applicable statutory requirements.

Our statement on the Board of Directors’ report applies correspondingly for the statement on Corporate

Governance.

Responsibilities of management for the financial statements

Management is responsible for the preparation of the financial statements of the Company that give a

true and fair view in accordance with the Norwegian Accounting Act and accounting standards and

practices generally accepted in Norway, and for the preparation of the consolidated financial statements

of the Group that give a true and fair view in accordance with IFRS Accounting Standards as adopted by

the EU. Management is responsible for such internal control as management determines is necessary to

enable the preparation of financial statements that are free from material misstatement, whether due to

fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s and the

Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going

concern

and using the going concern basis of accounting unless management either intends to liquidate the

Company or the Group, or to cease operations, or has no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are

free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an

audit conducted in accordance with ISAs will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the

aggregate, they could reasonably be expected to influence the economic decisions of users taken on the

basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional

scepticism throughout the audit. We also:

•

Identify and assess the risks of material misstatement of the financial statements, whether due to

fraud or error, design and perform audit procedures responsive to those risks, and obtain audit

evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not

detecting a material misstatement resulting from fraud is higher than for one resulting from error,

as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override

of internal control.

•

Obtain an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the Company’s and the Group’s internal

control.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by management.

•

Conclude on the appropriateness of management’s use of the going concern basis of accounting

and, based on the audit evidence obtained, whether a material uncertainty exists related to

events or conditions that may cast significant doubt on the Company’s and the Group’s ability to

continue as a going concern. If we conclude that a material uncertainty exists, we are required to

draw attention in our auditor’s report to the related disclosures in the financial statements or, if

such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit

Independent auditor's report - Electromagnetic Geoservices ASA 2024

A member firm of Ernst & Young Global Limited

evidence obtained up to the date of our auditor’s report. However, future events or conditions

may cause the Company and the Group to cease to continue as a going concern.

•

Evaluate the overall presentation, structure and content of the financial statements, including the

disclosures, and whether the financial statements represent the underlying transactions and

events in a manner that achieves fair presentation.

•

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or

business activities within the Group to express an opinion on the consolidated financial

statements. We are responsible for the direction, supervision and performance of the group audit.

We remain solely responsible for our audit opinion.

We communicate with the board of directors regarding, among other matters, the planned scope and

timing of the audit and significant audit findings, including any significant deficiencies in internal control

that we identify during our audit.

We also provide the audit committee with a statement that we have complied with relevant ethical

requirements regarding independence, and to communicate with them all relationships and other matters

that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the board of directors, we determine those matters that were of

most significance in the audit of the financial statements of the current period and are therefore the key

audit matters. We describe these matters in our au

ditor’s report unless law or regulation precludes public

disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should

not be communicated in our report because the adverse consequences of doing so would reasonably be

expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirement

Report on compliance with regulation on European Single Electronic Format (ESEF)

Opinion

As part of the audit of the financial statements of Electromagnetic Geoservices ASA we have performed

an assurance engagement to obtain reasonable assurance about whether the financial statements

included in the annual report, with the file name 5967007LIEEXZXI7OG55-2024-12-31-0-en.zip, have

been prepared, in all material respects, in compliance with the requirements of the Commission

Delegated Regulation (EU) 2019/815 on the European Single Electronic Format (the ESEF Regulation)

and regulation pursuant to Section 5-5 of the Norwegian Securities Trading Act, which includes

requirements related to the preparation of the annual report in XHTML format and iXBRL tagging of the

consolidated financial statements.

In our opinion, the financial statements, included in the annual report, have been prepared, in all material

respects, in compliance with the ESEF Regulation.

Management’s responsibilities

Management is responsible for the preparation of the annual report in compliance with the ESEF

Regulation. This responsibility comprises an adequate process and such internal control as management

determines is necessary.

Auditor’s responsibilities

Our responsibility, based on audit evidence obtained, is to express an opinion on whether, in all material

respects, the financial statements included in the annual report have been prepared in accordance with

the ESEF Regulation. We conduct our work in accordance with the International Standard for Assurance

Engagements (ISAE) 3000

–

“Assurance engagements other than audits or reviews of historical financial

Independent auditor's report - Electromagnetic Geoservices ASA 2024

A member firm of Ernst & Young Global Limited

information”. The standard requires us to plan and perform procedures to obtain reasonable assurance

about whether the financial statements included in the annual report have been prepared in accordance

with the ESEF Regulation.

As part of our work, we perform procedures to obtain an understanding of the company’s processes for

preparing the financial statements in accordance with the ESEF Regulation. We test whether the financial

statements are presented in XHTML-format. We evaluate the completeness and accuracy of the iXBRL

tagging of the consolidated financial statements and assess management’s use of judgement. Our

procedures include reconciliation of the iXBRL tagged data with the audited financial statements in

human-readable format. We believe that the evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

Trondheim, 24 April 2025

ERNST & YOUNG AS

The auditor's report is signed electronically

Christian Ronæss

State Authorised Public Accountant (Norway)

110

EMGS ASA

Karenslyst Allé 4, 4th floor

N-0278 Oslo

Norway