Borr Drilling — Share Issue/Capital Change 2023

Feb 24, 2023

Borr Drilling Limited - Increase in share capital

Borr Drilling Limited - Increase in share capital

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

"BORR") stock exchange releases related to the completion of the Special General

Meeting on 23 February 2023 and the Convertible Bond offering launched on 24

January 2023. Following the successful placement of the $250 million Convertible

Bonds, the Company entered into a share lending agreement ("SLA") with the

intention to make up to 25 million shares available for the purposes of

facilitating investors' hedging activities, of which 15 million shares have

already been made available. Please refer to the stock exchange notice published

by the Company on 1 February 2023 and 24 January 2023 for further details of the

15 million shares initially issued and the SLA.

To provide the remaining 10 million initial loan shares under the SLA, following

the completion of the Special General Meeting 23 February 2023, the Company's

issued share capital has today been increased by $1,000,000 to $25,426,359.80,

divided into 254,263,598 shares, each with a nominal value of $0.10 per share.

The new shares are currently treasury shares placed under a separate ISIN and

are not admitted to trading on Oslo Stock Exchange or any other stock exchange.

Once tradeable, the newly issued shares will be loaned out under the SLA for the

purposes of facilitating the hedging activities of the investors in the

Convertible Bonds.

Upon re-delivery, the loan shares will be held in treasury and cancelled.

Redelivery may occur by repayment of the Convertible Bonds or decrease in the

demand for hedging shares for other reasons, or expiry of the SLA.

This announcement does not constitute an offer of securities for sale in the

United States. The new loan shares have not been registered under the Securities

Act of 1933 (the "Act") and may not be offered or sold in the United States or

to U.S. persons (other than distributors) unless the securities are registered

under the Act, or an exemption from the registration requirements of the Act is

available.

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

-12 of the Norwegian Securities Trading Act.

Hamilton, Bermuda,

24 February 2023

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 newly issued shares, the

SLA and loan shares and other non-historical statements. These forward-looking

statements reflect the Company's beliefs, intentions and current expectations.

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, and other risks and uncertainties described in the section

entitled "Risk Factors" in our most recent annual report on Form 20-F and other

filings with the Securities and Exchange Commission, which 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.

Questions should be directed to: Magnus Vaaler, CFO, +44 1224 289208