Archer — Capital/Financing Update 2025

Sep 25, 2025

Archer Limited: Private placement and secondary sale successfully completed

Archer Limited: Private placement and secondary sale successfully completed

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES,

OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION

WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE

SECURITIES DESCRIBED HEREIN.

Hamilton, Bermuda, 24 September 2025

Reference is made to the stock exchange announcements made by Archer Limited

(the "Company" and together with its subsidiaries, the "Group") on 24 September

2025 regarding the contemplated private placement (the "Private Placement") of

new common shares in the Company and a potential Secondary Sale (as defined

below) of existing shares in the Company, and the contemplated acquisition of

Premium Oilfield Services, LLC ("Premium").

The Company is pleased to announce that it has raised the NOK equivalent of

approx. USD 20 million in gross proceeds through the Private Placement of

8,848,000 new shares (the "New Shares") at a subscription price of NOK 22.50 per

share (the "Subscription Price"). The net proceeds to the Company from the

Private Placement will be used to fund the acquisition of Premium and for

general corporate purposes.

In connection with the Private Placement, Paratus JU Newco Bermuda Limited, a

wholly owned subsidiary of Paratus Energy Services Limited ("Paratus"), has sold

21,583,826 existing common shares in the Company (the "Sale Shares", and

together with the New Shares, the "Offer Shares") at the Subscription Price (the

"Secondary Sale"). The Private Placement and the Secondary Sale are together

referred to as the "Offering".  Paratus will receive the net proceeds from the

Secondary Sale (the Company will not receive any proceeds from such sale).

The Offering was carried out on the basis of an accelerated bookbuilding process

managed by Arctic Securities AS, DNB Carnegie, a part of DNB Bank ASA, Pareto

Securities AS and SB1 Markets AS as joint bookrunners (together, the

"Managers").

Allocation to certain investors and primary insiders

Hemen Holding Limited ("Hemen), with direct and indirect ownership of approx.

28.4% in the Company before the Offering, subscribed for, and was allocated,

Offer Shares in the Offering for approx. USD 24.9 million.

Lodbrok Capital LLP, the second largest shareholder in Paratus, subscribed for,

and was allocated, Offer Shares for approx. USD 10.6 million in the Secondary

Sale.

Dag Skindlo, the CEO in the Company, subscribed for, and was allocated, New

Shares for approx. NOK 1.17 million. Please see the attached PDMR-form for

further details.

Hemen is indirectly controlled by trusts established by Mr. John Fredriksen for

the benefit of his family. Mr. John Fredriksen therefore has no economic

interest in the Company's shares.

Settlement

Notification of allocations and settlement instructions for the Offering are

expected to be distributed by the Managers to the applicants on or about 25

September 2025.  Settlement of Offer Shares is expected to take place on or

about 29 September 2025 on a delivery versus payment (DVP) basis. DVP settlement

in the Offering is expected to be facilitated through the delivery of existing

and unencumbered shares in the Company, already admitted to trading on Oslo

Børs, pursuant to a share lending agreement (the "Share Lending Agreement")

between the Company, the Managers, Hemen and Paratus. Both the New Shares and

the Sale Shares will thus become tradable on Oslo Børs directly after the

notification of allocation.

Following the issue of the New Shares, the Company's issued share capital will

be USD 993 861.34 divided on 99,386,134 common shares, each with a par value of

USD 0.01.

The New Shares have been resolved issued by the Company's board of directors

based on the authorized but unissued share capital of the Company. The Secondary

Sale has been approved by Paratus.

Completion of the Offering is subject to the Share Lending Agreement remaining

unmodified and in full force and effect pursuant to its terms and conditions.

Subsequent offering

The Private Placement represents a deviation from the shareholders' pre-emptive

right to subscribe for the new shares. The Board has considered the Private

Placement in light of the equal treatment obligations under applicable

regulations and is of the opinion that the waiver of the preferential rights

inherent in a private placement, taking into consideration the time, costs and

risk of alternative methods of securing the desired funding, is in the common

interest of the shareholders of the Company.

In addition, to limit the dilutive effect of the Private Placement, the Board

has resolved to carry out a subsequent offering (the "Subsequent Offering").

The Subsequent Offering will consist of up to 2,212,000 new common shares in the

Company, each with a par value of USD 0.01, raising gross proceeds of up to the

NOK equivalent of USD 5 million (equal to up to 25% of the size of the Private

Placement). The Subsequent Offering will, on the basis of a prospectus, be

directed towards existing shareholders in the Company as of 24 September 2025,

who (i) were not included in the pre-sounding phase of the Private Placement,

(ii) were not allocated offer shares in the Private Placement, and (iii) are not

resident in a jurisdiction where such offering would be unlawful or would (in

jurisdictions other than Norway) require any prospectus, filing, registration or

similar action. The subscription price per share in the Subsequent Offering will

be the same as in the Private Placement.

The Subsequent Offering will, inter alia, be subject to (i) completion of the

Private Placement, (ii) relevant corporate resolutions, including approval by

the Company's board of directors, (iii) prevailing market price of the Company's

shares, and (iv) the publication of a prospectus. The subscription period for

the Subsequent Offering is expected to commence following fulfilment of the

aforementioned conditions. The Company may decide that the Subsequent Offering

will not be carried out in the event that the Company's shares trade below the

subscription price in the Private Placement at adequate volumes. The Company

reserves the rights in its sole discretion to not conduct or to cancel the

Subsequent Offering.

Advisors:

Arctic Securities AS, DNB Carnegie, a part of DNB Bank ASA, Pareto Securities AS

and SB1 Markets AS are acting as joint bookrunners for the Offering.

Advokatfirmaet Schjødt AS is acting as legal advisor to the Company and Paratus.

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation and was published by Joachim Houeland, Manager Treasury

and Investor Relations in the Company, on the date and time provided herein.

For additional information, please contact:

Dag Skindlo, Chief Executive Officer, Mobile: +47 982 26 624, Email:

dag.skindlo@archerwell.com

Espen Joranger, Chief Financial Officer, Mobile: +47 982 06 812, Email:

espen.joranger@archerwell.com

Joachim Houeland, Manager Treasury and Investor Relations, Mobile: +47 482 78

748, Email: joachim.houeland@archerwell.com

Additional information about the Company can be found at:

https://www.archerwell.com/ (https://protect.checkpoint.com/v2/r02/___https:/www.

archerwell.com/___.YzJlOnNjaGpkdGFzOmM6bzpmMGExMjhmMTU1OGRhYjZjYTMyNjg1ODIyOTE0Nj

U1Zjo3OjZiM2Y6MGM3YTdiOGExNjQ1MmFiYzU5MzgyY2RlNzA5YzA1ZmU0MjlhYWE0NTg1NThkN2Q0NTN

mNDIxMGMzZTRmZTU5NTpwOkY6VA)

* * *

Important information:

This announcement is not and does not form a part of any offer to sell, or a

solicitation of an offer to purchase, any securities of the Company or Paratus.

Copies of this announcement are not being made and may not be distributed or

sent into any jurisdiction in which such distribution would be unlawful or would

require registration or other measures.

The securities referred to in this announcement have not been and will not be

registered under the U.S. Securities Act of 1933, as amended (the "Securities

Act"), and accordingly may not be offered or sold in the United States absent

registration or an applicable exemption from the registration requirements of

the Securities Act and in accordance with applicable U.S. state securities laws.

The Company or Paratus do not intend to register any part of the Offering in the

United States or to conduct a public offering of securities in the United

States. Any sale in the United States of the securities mentioned in this

announcement will be made solely to "qualified institutional buyers" as defined

in Rule 144A under the Securities Act.

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

Prospectus Regulation, i.e., only to investors who can receive the offer without

an approved prospectus in such EEA Member State. The "Prospectus Regulation"

means Regulation (EU) 2017/1129, as amended (together with any applicable

implementing measures) in any Member State.

This communication is only being distributed to and is only directed at persons

in the United Kingdom that are (i) 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) high net worth entities,

and other persons to whom this announcement may lawfully be communicated,

falling within Article 49(2)(a) to (d) of the Order (all such persons together

being referred to as "relevant persons"). This communication must not be acted

on or relied on by persons who are not relevant persons. Any investment or

investments activity to which this communication relates is available only for

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 issue, subscription or purchase of shares or other financial instruments in

the Company is subject to specific legal or regulatory restrictions in certain

jurisdictions. Neither the Company, Paratus nor the Managers assume any

responsibility in the event there is a violation by any person of such

restrictions. The distribution of this release may in certain jurisdictions be

restricted by law. Persons into whose possession this release comes should

inform themselves about and observe any such restrictions. Any failure to comply

with these restrictions may constitute a violation of the securities laws of any

such jurisdiction.

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 "believe", "expect", "anticipate",

"strategy", "intends", "estimate", "will", "may", "continue", "should" and

similar expressions. Any forward-looking statements in this release are based

upon various assumptions, many of which are based, in turn, upon further

assumptions. Such assumptions are inherently subject to significant known and

unknown risks, uncertainties, contingencies and other important factors which

are difficult or impossible to predict. 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 Company does not make any guarantee that the assumptions

underlying any forward-looking statements in this announcement are free from

errors nor does it accept any responsibility for the future accuracy of the

opinions expressed in this announcement or any obligation to update or revise

the statements in this announcement to reflect subsequent events. You should not

place undue reliance on any forward-looking statements in this announcement. The

information, opinions and forward-looking statements contained in this

announcement speak only as at its date, and are subject to change without

notice. The Company does not undertake any obligation to review, update,

confirm, or to release publicly any revisions to any forward-looking statements

to reflect events that occur or circumstances that arise in relation to the

content of this announcement.

This announcement is made by and, and is the responsibility of, the Company. The

Managers are acting exclusively for the Company and Paratus and no one else and

will not be responsible to anyone other than the Company and Paratus 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. 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. This announcement is an advertisement and is not a

prospectus for the purposes of the Prospectus Regulation as implemented in any

Member State.