Magseis Fairfield : Prospectus approved

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE
"UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION
OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH
THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Magseis Fairfield ASA - Prospectus approved 

Reference is made to the stock exchange announcement by Magseis Fairfield ASA
("MSFF" or the "Company") on 13 February 2020 regarding the successfully
completed private placement raising gross proceeds of NOK 277,440,000
(approximately USD 30 million), and the stock exchange announcement on 14
February 2020 regarding key information in relation to a potential subsequent
offering and listing of up to 13,600,000 new shares, each with a nominal value
of NOK 0.05 at a subscription price of NOK 3.40 (the "Subsequent Offering"). 

The private placement was divided into two tranches; tranche 1 consisting of
37,034,118 shares ("Tranche 1") and tranche 2 consisting of 44,565,882 shares
("Tranche 2 "). Tranche 1 of the private placement was completed on 18 February
2020. Completion of Tranche 2 of the private placement is subject to the
approval by the extraordinary general meeting of the Company to be on 6 March
2020. Delivery and commencement of trading of shares in Tranche 2 is expected to
be on or about 13 March 2020, subject to the share capital increase being
registered in the Norwegian Register of Business Enterprises and the publication
of a prospectus. 

The Company will, subject to completion of the Private Placement, also consider
to conduct the Subsequent Offering. The Subsequent Offering is in any case
subject to approval by the EGM to be held on 6 March 2020, by way of the EGM
resolving to grant the board of directors an authorization to carry out the
Subsequent Offering. Following the grant of such authorization, the board of
directors may decide to not carry out the Subsequent Offering, if for instance
the prevailing market price of the Company's shares is lower than the
Subscription Price. 

The Norwegian Financial Supervisory Authority has today approved the prospectus
prepared by the Company (the "Prospectus") in connection with the listing of the
Tranche 2 Shares and the potential Subsequent Offering. The Prospectus will,
subject to regulatory restrictions in certain jurisdictions, be available on the
following websites: www.magseisfairfield.com; www.arctic.com/secno/en/offerings;
www.sb1markets.no; and www.dnb.no/emisjoner. Printed copies of the Prospectus
may also be obtained free of charge  at the Company's offices at Strandveien 50,
1366 Lysaker, Norway, or by contacting the managers. 

For further information, please contact: 

Carel Hooijkaas, CEO 
Tel: [phone]
E-mail: [e-mail]

Mark Ivin, CFO 
Tel: [phone]
E-mail: [e-mail] 

Magseis Fairfield is the global leading provider of ocean bottom seismic (OBS)
technology and data acquisition projects. The company has a flexible business
model with full scale node operations, as well as lease and sale models. The
Marine Autonomous Seismic System "MASS" nodes and the range of Z-nodes combined
with handling systems and source technology enables market leading deployment
speed and highly cost-efficient acquisition of data with exceptional quality.
The Company is headquartered in Oslo, Norway and has offices in US, Sweden, UK,
Brazil and Singapore. 


Important information

These materials do not constitute or form a part of any offer of securities for
sale or a solicitation of an offer to purchase securities of the Company in the
United States or any other jurisdiction. The securities of the Company may not
be offered or sold in the United States absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"). The securities of the Company have not been, and will not be,
registered under the U.S. Securities Act. Any sale in the United States of the
securities mentioned in this communication will be made solely to "qualified
institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No
public offering of the securities will be made in the United States.

In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression "EU
Prospectus Regulation" means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (together with any applicable
implementing measures in any Member State).

In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as "Relevant Persons"). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement relates is
available only to Relevant Persons and will be engaged in only with Relevant
Persons. Persons distributing this communication must satisfy themselves that it
is lawful to do so.

The Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Offering.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to the Company's
shares. 
Each distributor is responsible for undertaking its own Target Market Assessment
in respect of the Company's shares and determining appropriate distribution
channels.

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "anticipate", "believe",
"continue", "estimate", "expect", "intends", "may", "should", "will" and similar
expressions. The forward-looking statements in this release are based upon
various assumptions, many of which are based, in turn, upon further assumptions.
Although the Company believes that these assumptions were reasonable when made,
these assumptions are inherently subject to significant known and unknown risks,
uncertainties, contingencies and other important factors which are difficult or
impossible to predict and are beyond its control. Such risks, uncertainties,
contingencies and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this release by such
forward-looking statements. The information, opinions and forward-looking
statements contained in this announcement speak only as at its date, and are
subject to change without notice.
This announcement is made by and, and is the responsibility of, the Company. The
Managers are acting exclusively for the Company and no one else and will not be
responsible to anyone other than the Company for providing the protections
afforded to their respective clients, or for advice in relation to the contents
of this announcement or any of the matters referred to herein. 

Neither the Managers nor any of their respective affiliates makes any
representation as to the accuracy or completeness of this announcement and none
of them accepts any responsibility for the contents of this announcement or any
matters referred to herein.

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. Neither the
Managers nor any of their respective affiliates accepts any liability arising
from the use of this announcement.

Each of the Company, the Managers and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise any
statement contained in this announcement whether as a result of new information,
future developments or otherwise.

The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.

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