Borr Drilling — Share Issue/Capital Change 2022

Aug 10, 2022

Borr Drilling Limited Announces Pricing of Public Offering of Common Shares

Borr Drilling Limited Announces Pricing of Public Offering of Common Shares

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

INDIRECTLY, IN ANY 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, August 10, 2022. Borr Drilling Limited (the "Company") (NYSE

and OSE: BORR) announces today that it  has priced its previously announced

offering of 69,444,444 shares, at a price of $3.60 per common share for total

gross proceeds of $250 million.  The Company has also granted the underwriters a

30-day option to purchase up to an additional 6,944,444 common shares at the

offering price minus underwriting discounts.

No securities in the NYSE offering will be offered or listed on Oslo Stock

Exchange.

The Company plans to use the proceeds from the offering to consummate a

refinancing with its lenders under its Syndicated Facility, New Bridge Facility,

Hayfin Facility and shipyard delivery financing arrangements with Keppel and

PPL, and for general corporate purposes, which may include, among other things,

repayments of its debt obligations, payments to its creditors in return for

potential concessions or extensions of current facilities, capital expenditures,

including costs in connection with activations and re-activations of rigs being

brought into operations, or funding of its working capital.

Closing of the offering is subject to (i) the Company's authorized share capital

being increased by 40,000,000 common shares, pursuant to a special general

meeting to be held on August 16, 2022, (ii)  the Company's authorized share

capital being further increased by 35,000,000 common shares pursuant to a second

special general meeting to be held on August 25, 2022, and (iii) the Company

having entered into binding term sheets or other binding agreements with all

applicable lenders (or obtaining written commitments approved by the Company's

Board of Directors) under its Syndicated Facility, New Bridge Facility, Hayfin

Facility and shipyard delivery financing arrangements with Keppel and PPL for a

refinancing of those facilities on the terms previously announced by the

Company, no later than the time of the special general meeting to be held on

August 16, 2022.

A first settlement of the offering is expected on August 17, 2022, subject to

fulfilment of the conditions described in (i) and (iii) above. A second

settlement is expected on August 26, 2022, for the remainder of the shares,

provided all the conditions described above are satisfied.

DNB Markets, Clarksons Securities, Pareto Securities, ABG Sundal Collier ASA,

Arctic Securities AS, Fearnley Securities and  SpareBank 1 Markets are the book

-running managers for the offering.  Cleaves Securities AS is co-manager for the

offering.

This press release does not constitute an offer to sell or the solicitation of

an offer to buy securities, nor will there be any sale of the securities in any

jurisdiction in which such offer, solicitation or sale would be unlawful prior

to the registration or qualification under the securities laws of any such

jurisdiction.

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

Market Abuse Regulation and subject to the disclosure requirements pursuant to

section 5-12 of the Norwegian Securities Trading Act.

This stock exchange notice was published by Andreas Lavik Lie, Vice President

Treasury & Investor Relations of the Company, on 10 August 2022 at 08:30 CEST

About Borr Drilling Limited

Borr Drilling Limited is an international drilling contractor incorporated in

Bermuda in 2016 and listed on the Oslo Stock Exchange on August 30, 2017 and on

the New York Stock Exchange on July 31, 2019 under the ticker "BORR". The

Company owns and operates jack-up rigs of modern and high specification designs

and provides services focused on the shallow water segment to the offshore oil

and gas industry worldwide. Please visit the Company's website at:

www.borrdrilling.com

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the

Private Securities Litigation Reform Act of 1995. You can identify these forward

-looking statements by words or phrases such as "may," "will," "anticipate,"

"plan," "expect," or other similar expressions. These forward-looking statements

include statements with respect to the offering, the conditions to the offering,

including the refinancing with certain of its lenders, the intended use of

proceeds, and other non-historical statements. The forward-looking statements

included in this press release are subject to significant risks, uncertainties,

contingencies and factors that may cause the Company's actual results,

performance or achievements to be materially different from those expressed or

implied by the forward-looking statements including risks related to the conduct

of the offering, the use of proceeds, whether the conditions to closing of the

offering will be met, the risk that the Company will not consummate the proposed

refinancing, the number of shares to be sold in the offering and other risks

described in the Company's most recent Annual Report on Form 20-F and other

filings of the Company with the SEC. The forward-looking statements made in this

press release speak only as of the date of this press release. Except as

required by law, the Company undertakes no obligation to update or revise

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

future events or otherwise, after the date hereof or to reflect the occurrence

of unanticipated events.

August 10, 2022

The Board of Directors

Borr Drilling Limited

Hamilton, Bermuda

Questions should be directed to: Magnus Vaaler, CFO, +47 22 48 30 00