GSE Solutions Encourages Stockholders to VOTE FOR the AMENDED Merger

COLUMBIA, Md., Oct. 22, 2024/PRNewswire/ - GSE Solutions ("GSE Systems, Inc." or "GSE") (Nasdaq: GVP), a leader in advanced engineering solutions that supports the future of clean-energy production and decarbonization initiatives of the power industry, announced today that it wished to thank all of its stockholders who have already voted overwhelmingly in favor of its merger with an affiliate of Pelican Energy Partners ("Pelican") in an all-cash transaction (the "Merger"). Following the amendment to increase merger consideration, GSE now reminds stockholders that, under the terms of the amended merger agreement, which was unanimously approved by the board of the directors of GSE, Pelican will acquire all the outstanding shares of GSE for an estimated total cash consideration of $4.60 per share.

Reasons for VOTING FOR THE MERGER include, but are not limited to:

• the fact that the per share price represents a premium of approximately 69% over the closing price of GSE common stock as of August 7, 2024, the last trading day on NASDAQ prior to public announcement of the merger agreement;
• the fact that the per share price represents a premium of approximately 29% over the average 30-day volume weighted average price per share as of August 7, 2024, the last trading day on NASDAQ prior to public announcement of the merger agreement; and
• Pelican is an independent third party buyer and the merger is an arms-length transaction that will maximize value for stockholders.

In continuing to recommend the Merger, the GSE Board of Directors also considered available alternatives and found those options inferior because, among other reasons:

• while the tailwinds for nuclear industry are apparent, capital spend within the industry is moving at very slow pace;
• Management has expressed that substantial doubt exists for the Company to continue as a going concern at fiscal year-end 2023, 2022, 2020 and 2019 and, IF THE MERGER IS NOT APPROVED, THE BOARD OF DIRECTORS BELIEVES THAT SUBSTANTIAL DOUBT WILL CONTINUE TO EXIST FOR GSE TO CONTINUE AS A GOING CONCERN;
• GSE cannot obtain performance bonds given its financial position and, therefore, is at a competitive disadvantage to its competitors;
• The Merger Agreement with Pelican followed two robust auction processes where hundreds of participants were involved - notably, not a single one of those participants from the 2019-2020 auction process (286 potential bidders and 143 parties received confidential information) or the 2023 auction process (116 potential bidders and 60 parties received confidential information) has reemerged with a competing Takeover Proposal;
• GSE has failed to meet internal goals and projections in each of FY 2022 and FY 2023 resulting in the payment of ZERO dollars in bonuses to senior management;
• To conserve cash, GSE's prior Chief Executive Officer agreed to receive nearly 90% of his compensation from June 2023 to May 2024 in shares of stock;
• GSE negotiated an interest-only, one-year term loan from an affiliate of Pelican Energy Partners because (i) absent prepayment of the prior convertible promissory note, GSE anticipated significant dilution of its stockholders through the merger date; and (ii) GSE lacked the ability to make cash payments to the note holder to support the debt during that time;
• Despite lean staffing, GSE incurs annual public-company costs in excess of $2,100,000 or approximately 4.66% of revenue in 2023 alone;
• GSE is required to cash collateralize project-based letters of credit, resulting in restricted cash in excess of one million dollars; and
• GSE anticipates that material suppliers and vendors will require prepayment for goods and services in light of GSE's going concern status and payment history.

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