Borr Drilling — Capital/Financing Update 2020

May 20, 2020

Borr Drilling Limited - Contemplated Equity Offering of up to USD 30 Million

Borr Drilling Limited - Contemplated Equity Offering of up to USD 30 Million

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

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

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

BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, SELL OR

SUBSCRIBE FOR ANY SECURITIES DESCRIBED HEREIN.

Hamilton, Bermuda, 20 May 2019

With reference to today's trading update, Borr Drilling Limited (the "Company"

or "Borr Drilling") (NYSE: BORR, OSE: BDRILL) has been in discussions with the

Company's creditors and ship yards, in order to strengthen the Company's

liquidity position by deferring certain yard commitments, adjustments in

covenants, deferred amortization and deferral of certain interest payments. The

target has been to create a run-way for the next 2 years even in the unlikely

scenario that no new contracts are entered into or renewed.

The target of the above mentioned plan is to improve the liquidity until the

beginning of 2022 by USD 315 million, and lower the Company's cash bareboat

break-even rate to $20k/day until the end for 2021. This number is calculated

based full SG&A, stacking and cash interest cost. This number is based on only

12 out of 23 rigs delivered rig being in operation.

In order to reach agreement with the ship yards and the creditors, Borr Drilling

is contemplating to offer up to USD 30 million in new depositary receipts (the

"Offer Shares"), representing the beneficial interests in the same number of the

Company's underlying common shares, each with a par value of USD 0.05 (the

"Equity Offering"). The subscription price will be set through an accelerated

bookbuilding process to be conducted by the Managers (as defined below) (the

"Subscription Price"). The net proceeds from the Equity Offering will be used

for strengthen the Company's working capital and general corporate purposes.

The bookbuilding period opens today at 23:00 CET/5:00pm EST on 20 May 2020 and

ends at 22:00 CET/4.00Pm EST on 21 May 2020. The Company may at its own

discretion extend or shorten the bookbuilding period at any time and for any

reason.

The minimum application and allocation amount in the Equity Offering has been

set to the USD equivalent of EUR 100,000. The Company may, at its sole

discretion, allocate an amount below EUR 100,000 to the extent applicable

exemptions from relevant prospectus and registration requirements are available.

Completion of the Equity Offering is subject to, (i) the approval by the SGM to

be held on 4 June 2020 of the increase of the Company's authorized share

capital, (ii) approval from  secured lenders of amendments to facilities,

including amortization and interest deferrals and financial covenant amendments

and reaching final agreement with one its yards to defer certain yard

commitments for total liquidity improvement of USD 315 million through Q1 2022,

(iii) the Company's board resolving to consummate the Equity Offering and

allocate the Offer Shares, and (iv) the Offer Shares including the new common

shares having been fully paid and legally issued. Each applicant acknowledges

that the Equity Offering will be cancelled if the conditions are not fulfilled.

Allocation of the Offer Shares will be determined at the end of the application

period, and final allocation will be made by the Company's Board of Directors at

its sole discretion, with preference for existing shareholders. Notification of

the allocation is expected to be sent by the Managers on or about 21 May 2020.

The date for settlement of the Equity Offering is expected to be on or about 5

June 2020 (the "Settlement Date"). The Offer Shares, representing the beneficial

interests in the same number of common shares in the Company, will only be

listed on the OSE. No Offer Shares will be offered or sold in transactions on

the NYSE.

The Offer Shares, each representing the beneficial interest to one underlying

common share in the Company, will be settled by: (i) utilizing new depositary

receipts under the 20% EEA prospectus listing exception; (ii) utilizing existing

and unencumbered depositary receipts in the Company in excess of those covered

by (i), that are already listed on the OSE, pursuant to a swap agreement between

the Global Coordinator, the Company, Schlumberger Oilfield Holdings Ltd., Magni

Partners (Bermuda) Ltd., and Drew Holdings Ltd. (the "Swap Agreement"); and

(iii) obtaining the acceptance from some of the Investors in the Equity Offering

to receive and hold unlisted Offer Shares, registered on a separate ISIN,

pending the approval of a listing prospectus, for the Offer Shares in excess of

those covered by (i), by the Norwegian Financial Supervisory Authority (the

"NFSA"), expected to take place early July 2020. The Global Coordinator will

settle the Swap Agreement through the issuance of unlisted Offer Shares to

Schlumberger Oilfield Holdings Ltd., Magni Partners (Bermuda) Ltd., and Drew

Holdings Ltd., which also will be placed on a separate ISIN pending publication

of the listing prospectus approved by the NFSA, cf. (iii) above. The Company and

the Managers reserve the right, at any time and for any reason, to cancel and/or

modify the terms of the Equity Offering.

The Equity Offering will be carried out as a private placement and the Board of

Directors of the Company is of the opinion that this is in the best interest of

the Company and its shareholders. The Board of Directors has taken into

consideration, among other things, the fact that the Equity Offering will

provide necessary liquidity and raise capital more quickly and, at an attractive

price, compared to a rights issue.

The Equity Offering is directed towards investors subject to applicable

exemptions from relevant prospectus requirements, (i) outside the United States

to non-US persons in reliance on Regulation S under the US Securities Act of

1933 (the "US Securities Act") and (ii) in the United States to "qualified

institutional buyers" ("QIBs") as defined in Rule 144A under the US Securities

Act in transactions that are exempt for registration under the US Securities

Act.

Clarksons Platou Securities AS has been retained as Global Coordinator and

Bookrunner, and Fearnley Securities AS and Pareto Securities AS as Joint Lead

Managers and Bookrunners (together referred to as the "Managers").

This information is subject to the disclosure requirements pursuant to section 5

-12 of the Norwegian Securities Trading Act.

Important note

This announcement is not being made in or into the United States of America,

Canada, Australia, Japan, Hong Kong or in any other jurisdiction where it would

be prohibited by applicable law. This distribution does not constitute or form

part of an offer or solicitation of an offer to purchase or subscribe for

securities in the United States. The shares referred to herein will not be

registered under the United States Securities Act of 1933, as amended, and may

not be offered or sold in the United States, except pursuant to an applicable

exemption from registration under that act.