Borr Drilling — Capital/Financing Update 2022

Jan 26, 2022

Borr Drilling Limited - Receives creditor consent for extension of yard debt maturities and deliveries

Borr Drilling Limited - Receives creditor consent for extension of yard debt maturities and deliveries

Hamilton, Bermuda, 26 January 2022

Reference is made to Borr Drilling Limited's (the "Company") (NYSE and OSE:

"BORR") announcement 28 December 2021 relating to the subscription and

allocation of a total of 13,333,333 new depository receipts (the "Offer

Shares"), raising gross proceeds of USD 30 million (the "Equity Offering").

A condition for completion of the Equity Offering was obtaining such approvals

and waivers deemed necessary and appropriate from the Company's other creditors,

including Hayfin and DNB Bank ASA and the other lenders in the Senior Secured

Facilities (the "Facilities") to enter into the amendment agreements with the

yards for deferral of debt maturities and delivery instalments from 2023 to

2025. The Company is pleased to announce that it has today received consents

from these creditors to enter into the agreements with the shipyards as per the

terms agreed in December 2021.

The Company has agreed to enter into negotiations with the lenders of the

Facilities and certain holders of the 3.875% Senior Unsecured Convertible Bonds

due 2023 (the "Convertible Bonds") and use its best efforts to reach a binding

refinancing of the Facilities and the Convertible Bonds by 31 March 2022 and

complete such refinancing by 30 June 2022.

The Company has also agreed with the lenders of the Facilities an amendment to

one of its financial covenants such that its book value to equity ratio

requirement will remain 25% until 30 June 2022.

"We are pleased to have reached agreements with the creditors in the Facilities

for the implementation of the deferral agreements with the yards. This is an

important step in order to find a long-term financing solution for Borr

Drilling" says CEO Patrick Schorn in a comment.

The date of settlement of the Offer Shares is expected to be on or about 28

January 2022, subject to satisfaction of the other closing conditions referred

to in the announcement made 28 December 2021. 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.

Forward looking statements

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

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

similar expressions and include statements relating to the consents obtained

from creditors including the conditions to such consents, and statements

relating to the Equity Offering, conditions relating to completion of the

offering and expected timing of closing of the 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, risks

relating to the consents obtained and meeting the conditions for such consents,

the outcome of the discussions with creditors, and whether agreements will be

reached by the dates mentioned herein or at all and the terms of any such

agreements 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.

This announcement does not constitute an offer to buy, sell or subscribe for any

securities described herein. The Equity Offering has not been and will not be

registered under the Securities Act of 1933 and the Offer Shares may not be

offered or sold in the United States absent registration or an applicable

exemption from registration requirements.