Cool Company

Share Issue/Capital Change • Nov 2, 2022

COOL COMPANY LTD.: PRIVATE PLACEMENT SUCESSFULLY PLACED

COOL COMPANY LTD.: PRIVATE PLACEMENT SUCESSFULLY PLACED

November 2, 2022:

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE “UNITED STATES”), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER 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.

Bermuda, 2 November 2022: Reference is made to the stock exchange release from Cool Company Ltd. (the “Company”) published on 2 November 2022 regarding the contemplated acquisition of four special purpose vehicles (“SPVs”) with contracted LNG carriers (the “Vessels”) from Quantum Crude Tankers Ltd (“QCT”), an affiliate of EPS Ventures Ltd. (“EPS”) for approximately USD 660 million (the “Acquisition”) and a contemplated private placement of shares (the “Private Placement”) consisting of (i) a primary offering (the “Share Issue”) of new shares in the Company (the “New Shares”) and (ii) a secondary offering (the “Share Sale”) of existing shares by Golar LNG Ltd. (the “Selling Shareholder”) (the “Sale Shares”, and together with the New Shares the “Offer Shares”)

The Company is pleased to announce that the Private Placement has been successfully placed, raising gross proceeds of NOK 2,824,200,080 (equivalent to approximately USD 270 million) allocated as follows: (i) NOK 1,778,200,060 (equivalent to approximately USD 170 million) to the Company through an issuance of 13,678,462 New Shares, and (ii) NOK 1,046,000,020 (equivalent to approximately USD 100 million) to the Selling Shareholder through a sale of 8,046,154 Sale Shares.

The Offer Shares have been placed at a price per new share of NOK 130 (the "Offer Price"). The Private Placement was carried out on the basis of an accelerated bookbuilding process managed by Clarksons Securities AS, DNB Markets, a part of DNB Bank ASA (“DNB Markets”) and Fearnley Securities AS as Joint Global Coordinators and Joint Bookrunners (the “Joint Global Coordinators”), Pareto Securities AS as Joint Bookrunner, and Nordea Bank Abp, filial i Norge as Co-Manager (collectively the “Managers”) after close of markets on 2 November 2022.

The Acquisition will be funded through the net proceeds from the Share Issue and amendment of the existing term loan facility connected to the SPVs that hold the Vessels to fund the debt portion of the purchase price (the “Vessel Facility”) of approximately USD 500 million (i.e. assumed debt of approximately USD 520 million minus approximately USD 20 million of principal repayment due on 14 November 2022).

Completion of the Private Placement and the allocation of the Offer Shares were resolved by the board of directors of the Company following advice from the Joint Global Coordinators after the book-building process was completed.

Richard Tyrrell, CEO of CoolCo, commented: “I am pleased to announce that CoolCo will be acquiring four well-specified contracted vessels on attractive terms from our principal shareholder, EPS. Made possible by today’s successful equity offering, this acquisition will increase our owned fleet by 50%, increase our backlog by at least 100%, add two vessels with the latest 2-stroke technology, and provide longer-term charters that complement the shorter-term charters of our existing fleet. Since the Company’s founding in early 2022, we have quickly established CoolCo as a leading owner and operator in the LNG shipping sector while successfully fixing our available ships into an increasingly buoyant market. Moving forward, we expect LNG’s dual roles as a provider of energy security and enabler of the energy transition to remain powerful drivers. Against this backdrop, our high-quality fleet, diversified charter portfolio, proven ability to grow on attractive terms, and newly announced dividend policy position CoolCo to realize significant long-term value for our shareholders.”

Notification of allocation, including settlement instructions, is expected to be distributed by the Managers on or about 3 November 2022. Settlement of the Offer Shares is expected to take place on a delivery versus payment (“DVP”) basis on or about 7 November 2022. Delivery of the New Shares is expected to be settled with existing and unencumbered shares in the Company that are already listed on Euronext Growth Oslo to be borrowed from EPS (the “Share Lender”) pursuant to a share lending agreement between the Company, DNB Markets and the Share Lender (the “Share Lending Agreement”). The Offer Shares delivered to investors will be tradable upon allocation. The share loan will be settled with new shares issued by the Company and delivered to the Share Lender under the Share Lending Agreement.

Upon completion of the Private Placement the Company will have a total of 53,688,462 outstanding shares, each share par value USD 1.00. Through its pre-commitment to subscribe for Offers Shares equal to approximately USD 134.1 million, EPS will hold approximately 49.9% of the shares and votes in the Company upon completion of the Private Placement.

The Joint Global Coordinators have entered into lock-up arrangements from the settlement date of the Private Placement with the Company for 90 days, EPS for 90 days and the Selling Shareholder for 30 days, subject to agreed exemptions (including any potential offering for the Company in connection with a dual listing).

As further described in the stock exchange announcement regarding the launch of the Private Placement on 2 November 2022, the Company’s board of directors has considered the structure of the Private Placement in light of the rules on equal treatment under Euronext Growth Oslo Rule Book II for companies listed on Euronext Growth Oslo and the Oslo Stock Exchange's Guidelines on the rule of equal treatment and is of the opinion that the Private Placement is in compliance with these requirements.

ADVISORS

Clarksons Securities AS, DNB Markets, a part of DNB Bank ASA and Fearnley Securities AS are acting as Joint Global Coordinators and Joint Bookrunners, Pareto Securities AS is acting as Joint Bookrunner, and Nordea Bank Abp, filial i Norge is acting as Co-Manager in connection with the Private Placement.

Advokatfirmaet BAHR AS is acting as Norwegian legal advisor to the Company, Skadden, Arps, Slate, Meagher & Flom (UK) LLP is acting as United States legal advisor to the Company and Appleby is acting as Bermuda legal advisor the Company in connection with the Private Placement.

ABOUT COOL COMPANY

Cool Company is a growth-oriented owner, operator and manager of fuel-efficient liquefied natural gas (‘‘LNG’’) carriers. Using its integrated, in-house vessel management platform, CoolCo provides charterers and third-party LNG vessel owners with modern and flexible management and transportation solutions, delivering a lesser-emitting form of energy that supports decarbonization efforts, economic growth, energy security, and improvements in quality of life. Consistent with the currently contemplated transaction, CoolCo also intends to leverage its industry relationships to make further accretive acquisitions of in-service LNGCs, and to selectively pursue newbuild opportunities.

Additional information about Cool Company can be found at www.coolcoltd.com.

For further information, please contact:

Richard Tyrrell, CEO

Email: richard.tyrrell@coolcoltd.com

Phone: +44 2076591111

John Boots, CFO

Email: john.boots@coolcoltd.com

Phone: +44 2076591111

IMPORTANT NOTICE

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Managers nor or any of their affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company.

Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not an offer for sale of securities in the United States or in any other jurisdictions. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933 (the “U.S. Securities Act”), and may not be offered or sold in the United States absent registration under the U.S. Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.

This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “EU Prospectus Regulation”) (together with any applicable implementing measures in any Member State). All of the securities referred to in this announcement has been offered by means of a set of subscription materials provided to potential investors, except for the subsequent repair offering which will be made on the basis of a listing and offering prospectus. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription materials or for the subsequent repair offering, the prospectus.

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 EU Prospectus Regulation, i.e. only to investors who can receive the offer without an approved prospectus in such EEA Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are “qualified investors” within the meaning of the EU Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 and 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 to 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.

This announcement is made by, and is the responsibility of, the Company. The Managers and their affiliates are acting exclusively for the Company and no-one else in connection with the transactions described in this announcement. They will not regard any other person as their respective clients in relation to the transactions described in this announcement and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the transactions described in this announcement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the transaction described in this announcement, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities of the Company or related investments in connection with the transactions described in this announcement or otherwise. Accordingly, references in any subscription materials to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Managers and any of their affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations 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”, “aim”, “expect”, “anticipate”, “intend”, “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. 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. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and Section 5-12 the Norwegian Securities Trading Act. This stock exchange announcement was published by Richard Tyrell, Chief Executive Officer at Cool Company Ltd. on 2 November 2022 Bermuda time, 3 November 2022 at 00:25 (CET).