Oceanteam Bourbon 4 AS, a joint venture owned 50/50 by Oceanteam ASA (the
"Company" or "OTS") and Bourbon Offshore Norway AS, has entered into a
Memorandum of Agreement (Norwegian Sales Form) regarding the sale of the vessel
CSV Southern Ocean the "Vessel Transaction". The sale is made subject to
customary conditions and is expected to be completed in April 2021. After debt
service, the sale of the vessel will generate a positive cashflow for the joint
venture Oceanteam Bourbon 4 AS. 

As disclosed earlier, Oceanteam intends to bring focus to its strategy going
forward: focussing on a growing renewable - and energy transition market. In
that respect a significant first step is being taken as described below.

In addition, the Company has entered into a term sheet (the "Term Sheet") with
Corinvest B.V., Stichting Value Partners Family Office (together the "OTS
Majority Shareholders"), Farvatn Private Equity AS ("Farvatn"), and Melesio
Invest AS ("Melesio") (and together with the Company, the OTS Majority
Shareholders, Farvatn and Melesio, the "Parties") regarding the Parties'
intention to pursue a combination of PASSER Group AS ("PASSER") and the Company,
whereby all the shares in PASSER are transferred to OTS against consideration
shares in OTS (the "Transaction"). The Parties envisage that the Transaction
will comprise the following main steps: 

(i)	Combination of OTS and PASSER

OTS and PASSER will combine their activities in a transaction where OTS acquires
100% of the shares in PASSER against 71,428,000 consideration shares in OTS (the
"Consideration Shares") to be issued at NOK 3.00 per share or equal to the
subscription price in the Private Placement (as defined and described below).
The number of Consideration Shares assumes that PASSER as of 31 December 2020
had a normal level of working capital and a net debt level of around zero (+/-
MNOK 5), all of which to be confirmed in the due diligence to be conducted in
connection with the Transaction. If the actual working capital and/or net debt
levels deviates from these assumptions, the Parties shall discuss and agree
appropriate adjustments to the number of Consideration Shares. 
As the nominal value of the shares in OTS are higher than the subscription price
set out above, the nominal value of the shares must be reduced through a share
capital decrease prior to (or simultaneous with) the issuance of the
Consideration Shares to the shareholders in PASSER.
PASSER is a leading provider of turnkey cable handling solutions used in the
production, transportation, laying and storage of large offshore cables, serving
some of the leading cable manufacturers and installation contractors in the
world, and also has a growing business within cryogenic insulation solutions for
sustainable shipping. Farvatn currently owns 85.43% of the shares in PASSER. The
remaining shares in PASSER are owned by board members, employees of PASSER and
employees of Farvatn.

(ii)	Private Placement of new shares in OTS

In order to strengthen the combined group going forward, OTS intends to carry
out a private placement of new shares raising gross proceeds of up to NOK 125
million (the "Private Placement"), of which NOK 80 million will be underwritten
(NOK 30 million by Farvatn, NOK 20 million by Melesio, and NOK 30 million by the
OTS Majority Shareholders). The subscription price in the Private Placement is
expected to be NOK 3.00 per share.

(iii)	Mandatory Offer by Farvatn

Farvatn's subscription and acquisition of Consideration Shares in the
Transaction will trigger an obligation for Farvatn to submit a mandatory offer
to acquire all the outstanding shares in OTS in accordance with Chapter 6 of the
Norwegian Securities Trading Act. Farvatn will submit such mandatory offer as
soon as possible after the acquisition of the Consideration Shares.
The investors participating in the Private Placement will waive their right to
accept the mandatory offer and undertake not to transfer any of their shares
prior to completion of the mandatory offer. 

(iv)	Repair issue in OTS

To facilitate equal treatment of all OTS shareholders, OTS intends to carry out
a subsequent repair issue in which eligible shareholders in OTS (i.e.
shareholders at the launch of the Private Placement not participating in the
Private Placement, and who do not accept to sell shares in the mandatory offer)
will be offered to subscribe for shares in OTS at the same subscription price as
in the Private Placement.

The Parties intend to enter into a transaction agreement ("Transaction
Agreement") containing customary terms and conditions for a transaction of this
nature in the Norwegian market. The entry into of the Transaction Agreement is
subject to (i) completion of a confirmatory due diligence with an outcome
satisfactory to the Parties, and (ii) agreement on the terms and conditions of
the Transaction Agreement and relevant ancillary documentation.

Completion of the Transaction will as a minimum be subject to the following
mutual conditions:

(i)	The continued listing of OTS following the Transaction being approved by the
Oslo Stock Exchange