Borr Drilling — Capital/Financing Update 2021

Dec 28, 2021

Borr Drilling Limited - Completion and Pricing of Equity Offering

Borr Drilling Limited - Completion and Pricing of Equity Offering

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

INDIRECTLY, IN 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, 28 December 2021

Reference is made to Borr Drilling Limited's ("Borr Drilling" or the "Company")

(NYSE and OSE: "BORR") stock exchange release on 27 December 2021, the

contemplated equity offering USD 30 million in new depository receipts.

Borr Drilling is pleased to announce that the board of directors of the Company

(the "Board") has approved the subscription and allocation of a total of

13,333,333 new depository receipts (the "Offer Shares"), representing the

beneficial interests in the same number of the Company's underlying common

shares, each at a subscription price of USD 2.25 per Offer Share (equivalent to

NOK 19.97 per Offer Share), raising gross proceeds of USD 30,000,000 million.

The equity offering was significantly oversubscribed.

Completion of the Equity Offering is subject to the following conditions: (i)

board approvals by the Singaporean yards for amendments to and refinancing of

the Company's financing arrangements with the yards as described in the Offering

Materials (the "Yard Refinancing Transactions"); (ii) obtaining such approvals

and waivers as we deem necessary and appropriate from the Company's other

creditors, including Hayfin and DNB Bank ASA and the other lenders in the Senior

Secured Facilities to enter into the amendment agreements with the yards; (iii)

the Board approving the transaction; (iv) the Board resolving to consummate the

Equity Offering and allocate the Offer Shares.

Following issuance of the Offer Shares, the Company's outstanding and issued

share capital will increase by USD 1,333,333.30 to USD 15,055,150.80, divided

into 150,551,508 shares, each with a nominal value of USD 0.10 per share.

Allocation letters is expected to be distributed today. The date for settlement

of the Offer Shares is expected to be on or about 14 January 2022, subject to

satisfaction of the conditions referred to above. The Offer Shares will be

listed on the Oslo Stock Exchange ("OSE") upon delivery. No Offer Shares will be

offered or sold in transactions on the NYSE.

Clarksons Platou Securities AS, Sparebank 1 Markets AS, DNB Markets, a part of

DNB Bank ASA and Fearnley Securities AS have been retained as Joint Lead

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

Offering.

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

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

distribution of this announcement and other information may be restricted by law

in certain jurisdictions. 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. Persons into

whose possession this announcement or such other information should come are

required to inform themselves about and to observe any such restrictions.

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 does not intend to register any part of the offering or their

securities 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 expression "Prospectus

Regulation" means Regulation 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

investment 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.

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. 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.

Actual events may differ significantly from any anticipated development due to a

number of factors, including without limitation, changes in investment levels

and need for the Company's services, changes in the general economic, political

and market conditions in the markets in which the Company operate, the Company's

ability to attract, retain and motivate qualified personnel, changes in the

Company's ability to engage in commercially acceptable acquisitions and

strategic investments, and changes in laws and regulation and the potential

impact of legal proceedings and actions. 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 provide any guarantees that the

assumptions underlying the 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 the forward-looking statements in this

document.

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.

Neither of 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 in the Company. Neither the

Managers nor any of their respective affiliates accepts any liability arising

from the use of this announcement.

Forward looking statements

This press release includes forward looking statements, which do not reflect

historical facts and may be identified by words such as "may", "expect", "may",

"will" and similar expressions and include statements relating to the

contemplated Equity Offering, conditions relating to completion of the Equity

Offering and expected timing of closing of the Equity Offering. Such forward

-looking statements are subject to risks, uncertainties, contingencies and other

factors could cause actual events to differ materially from the expectations

expressed or implied by the forward-looking statements included herein,

including risks related to meeting the conditions for and completing the Equity

Offering, the outcome of the agreement with lenders, risks relating to our

liquidity and expected additional run-way and ultimate outcome of planned

discussions with yard, including whether we will have sufficient liquidity to

meet our requirements and other factors described in the section entitled "Risk

Factors" in our filings with the Securities and Exchange Commission. Such risks,

uncertainties, contingencies and other factors could cause actual events to

differ materially from the expectations expressed or implied by the forward

-looking statements included herein. These forward-looking statements are made

only as of the date of this release. We do not undertake to update or revise the

forward-looking statements, whether as a result of new information, future

events or otherwise.