Dolphin Drilling AS — Capital/Financing Update 2025

May 28, 2025

LAUNCH OF PRIVATE PLACEMENT

LAUNCH OF PRIVATE PLACEMENT

Newsweb category: Inside information

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DOLPHIN DRILLING AS - CONTEMPLATED PRIVATE PLACEMENT

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

INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA OR

THE UNITED STATES 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.

Oslo, 28 May 2025: Dolphin Drilling AS ("DDRILL" or the "Company") announces a

contemplated private placement of approximately NOK 297,644,400, equivalent to

approximately USD 29 million by issuance of approximately 29,764,440,000 new

shares (the "Offer Shares") in the Company (the "Private Placement"). The

subscription price per Offer Share in the Private Placement will be at a fixed

price of NOK 0.01 (the "Offer Price").

The Company has appointed Arctic Securities AS, Clarksons Securities AS and

DNB Carnegie, a part of DNB Bank ASA, as joint global coordinators and joint

bookrunners in the Private Placement (together, the "Managers").

Svelland Capital Master Fund ("Svelland"), B.O. Steen Shipping AS ("BO") and

Bjørnådal Invest AS and certain other investors (collectively referred to as

the "Pre-committing Investors"), have, subject to customary conditions,

pre-committed to apply for Offer Shares at the Offer Price for NOK

235,064,720, equal to approximately USD 23.2 million. A pre-commitment fee

equal to 10 % of the pre-committed amount will be payable by the Company to

the Pre-committing Investors in the form of 2,350,647,200 new shares in the

Company (the "Commission Shares").

The net proceeds to the Company from the Private Placement will be used for

repayment of the Shareholder Loan (as defined below), Special Periodic Survey

for PBLJ, payments of accounts payables and general corporate purposes,

including transaction costs.

The Offer Price has been determined by the Company's board of directors (the

"Board") in consultation with the Managers, following a pre sounding of the

Private Placement with selected wall-crossed existing shareholders and new

investors.

The issuance of Offer Shares and the Underwriting Shares will be subject to

approval by an extraordinary general meeting of the Company expected to be

held on or about 17 June 2025 (the "EGM").

Refinancing

In connection with consummation of the Private Placement, the Company and its

subsidiaries will complete a refinancing of the group's debt structure (the

"Refinancing") consisting of inter alia (i) entering into a binding agreement

with the DDRILL group's existing senior lender regarding changes to the

existing facility agreement with respect to, among other things, provide 12

months amortization relief of approximately USD 20 million (added to balloon

repayment) to the end of the first quarter of 2026 on its existing USD 53

million lending facility, as well as an upsize of USD 6.5 million of existing

facility, (ii) entering into a binding agreement with an international

financial institution regarding a new USD 20 million facility (the "New

Facility") and (iii) the repayment of the existing shareholder loan of a total

of USD 19 million (the "Shareholder Loan").

Company update

Please see attached a company update (the "Company Presentation") including,

among other things, further details on the Refinancing.

The Application Period

The application period for the Private Placement commences today on 28 May

2025 at 19:30 CEST, and is expected to close on or before 30 May 2025 at 18:00

CEST (the "Application Period"). The Company, in consultation with the

Managers, reserves the right at any time at their sole discretion to close or

extend the Application Period. If the Application Period is extended, the

other dates referred to herein will be extended accordingly.

Conditions for completion of the Private Placement

Completion of the Private Placement is subject to: (A) the Board resolving to

consummate the Private Placement and conditionally allocate the Offer Shares,

(B) the EGM resolving to approve the Private Placement and issue the Offer

Shares as well as approval of ancillary resolutions necessary to consummate

the Private Placement including the approval of a share capital reduction to

facilitate the subscription of Offer Shares below the current nominal value of

the Company's shares and an authorisation to issue the Commission Shares, (C)

the Company having confirmed in writing to the Managers that (i) the Company

(and/or its relevant subsidiaries, as the case may be) has (a) entered into a

binding agreement with the existing senior lender regarding the changes to the

existing facility agreement described in the attached Company Presentation, in

all material respects, subject to customary closing procedures, the Private

Placement being consummated and the Shareholder Loan being repaid, and (b)

entered into a binding agreement with the lender under the New Facility in all

material respects as described in the attached Company Presentation, and (iii)

the Company (and/or its relevant subsidiaries, as the case may be) is in a

position to fulfil the relevant conditions precedent for draw-down under the

New Facility (i.e., receive funds), subject to customary closing procedures,

the Private Placement being consummated and the Shareholder Loan being repaid,

(D) registration of the aforementioned share capital decrease reducing the

nominal value of the shares of the Company and the capital increases

pertaining to the Offer Shares with the Norwegian Register of Business

Enterprises, and (E) the allocated Offer Shares being validly issued and

registered in Euronext Securities Oslo (VPS) (jointly, the "Conditions"). The

Private Placement will not be completed if the Conditions set out in item (B)

and (C) have not been fulfilled by 31 July 2025 (the "Long-stop Date").

The Conditions relating to the New Facility are expected to be fulfilled on or

around 17 June 2025.

The Company reserves the right to cancel or modify the terms of the Private

Placement at any time and for any reason. Neither the Managers nor the Company

or any of their directors, officer, employees, representatives, or advisors

will be liable for any losses if the Private Placement is cancelled or

modified, irrespective of the reason for such cancellation or modification.

Allocation

Allocation (conditional upon approval by the EGM and satisfaction of the other

Conditions) will be made at the sole discretion of the Board, in consultation

with the Managers.

The allocation will be based on criteria such as (but not limited to)

pre-commitments, pre-indications, perceived investor quality, existing

ownership in the Company, timeliness of the application, early indication,

relative order size, sector knowledge, investment history and investment

horizon. The Board reserves the right at its sole discretion, to reject and/or

reduce any applications, in whole or in part. The Board and the Managers

reserve the right, at their sole discretion, to take into account the

creditworthiness of any applicant. There is no guarantee that any potential

investor will be allocated Offer Shares.

Notifications of conditional allocation are expected to be issued to the

applicants on or about 2 June 2025 through a notification to be issued by the

Managers.

Selling restrictions

The Private Placement will be directed towards selected Norwegian and

international investors, subject to applicable exemptions from relevant

registration, filing and prospectus requirements, and subject to other

applicable selling restrictions. The minimum application and allocation amount

has been set to the NOK equivalent of EUR 100,000 per investor. However, the

Company may offer and allocate Offer Shares for an amount below the NOK

equivalent of EUR 100,000 to the extent applicable exemptions from the

prospectus requirements pursuant to the Regulation (EU) 2017/1129 of the

European Parliament and of the Council of 14 June 2017 (the "EU Prospectus

Regulation"), the Norwegian Securities Trading Act (the "STA") and ancillary

regulations are available. Further selling restrictions and transaction terms

will apply.

Settlement

Settlement of the Offer Shares is expected to take place by delivery of Offer

Shares to the applicant's account in the Euronext Securities Oslo (the "VPS")

on a delivery versus payment (DvP) basis, subject to any extensions of the

Application Period and fulfilment of the Conditions (as defined above),

including the necessary resolutions by the EGM and the conditions related to

the New Facility. DvP settlement of the Offer Shares will be facilitated

through a pre-payment agreement, expected to be entered into between the

Company and the Managers.

Equal treatment of shareholders

The Private Placement has been considered by the Board in light of the

principles of equal treatment of shareholders under the Norwegian Private

Limited Companies Act, and the Board is of the opinion that it is in

compliance with these principles. The purpose of the Private Placement is to

raise equity capital to meet the Group's acute liquidity needs, to enable the

Refinancing and secure an extended financial runway for the Group. Based on

significant effort and discussions with shareholders and other key

stakeholders, no other means of raising capital than an equity raise

structured as a private placement, subject to pre-commitments with guarantee

commission, have been identified as possible in order to achieve the

aforementioned purposes. All other available options for the Company have been

determined as more value destructive for the DDRIL group's shareholders and

other stakeholders than the Private Placement. To limit the dilutive effect of

the Private Placement and to facilitate equal treatment, the Board will

consider proposing to carry out a Subsequent Offering directed towards

shareholders who did not participate in the Private Placement (see details

below). The Private Placement and ancillary corporate resolutions, including

the issuance of the Offer Shares, are subject to approval by the EGM, at which

the Company's shareholders will be given an opportunity to express their

opinion and vote over the transaction. On this basis, the Board is of the

opinion that the waiver of the preferential rights inherent in the Private

Placement is in the common interest of the Company and its shareholders.

Subsequent Offering

The Company may, subject to completion of the Private Placement, approval by

the EGM and certain other conditions, resolve to carry out a subsequent

offering of new shares in the Company at the Offer Price (the "Subsequent

Offering"). Any such Subsequent Offering, if applicable and subject to

applicable securities laws, will be directed towards existing shareholders in

the Company as of 28 May 2025 (as registered in the VPS two trading days

thereafter), who (i) were not allocated Offer Shares in the Private Placement,

and (ii) are not resident in a jurisdiction where such offering would be

unlawful, or would (in jurisdictions other than Norway) require any

prospectus, filing, registration or similar action.

Advisors

Arctic Securities AS, Clarksons Securities AS and DNB Carnegie, a part of DNB

Bank ASA, are acting as joint global coordinators and joint bookrunners in the

Private Placement

Wikborg Rein Advokatfirma AS serves as legal counsel to the Company.

For further information, please contact:

Ingolf Gillesdal, CFO

Mob: +47 920 45 320

Mail: Ingolf.gillesdal@dolphindrilling.com

About Dolphin Drilling AS:

Dolphin Drilling AS is an Oslo listed, Aberdeen head-quartered, company which

owns and operates a fleet of harsh environment mid-water & deep-water

semisubmersible drilling rigs, capable of working worldwide.

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

Market Abuse Regulation and is subject to the disclosure requirements pursuant

to the STA section 5-12.

This stock exchange release was published by [name position] on the time and

date provided.

IMPORTANT INFORMATION

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. None of the Managers or any of their respective

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.

The securities referred to in this announcement have not been and will not be

registered under the U.S. Securities Act, and may not be offered or sold in

the United States absent registration with the U.S. Securities and Exchange

Commission or 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.

Any offering of the securities referred to in this announcement will be made

by means of a set of subscription materials provided to potential investors.

Investors should not subscribe for any securities referred to in this

announcement except on the basis of information contained in the

aforementioned subscription material. 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. The expression "EU Prospectus Regulation" means

Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14

June 2017 (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 "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 only be

conducted 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 respective affiliates are acting exclusively for the

Company and no-one else in connection with the Private Placement. They will

not regard any other person as their respective clients in relation to the

Private Placement 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 Private Placement, the contents of

this announcement or any transaction, arrangement or other matter referred to

herein.

In connection with the Private Placement, the Managers and any of their

respective affiliates, acting as investors for their own accounts, may

subscribe for or purchase shares and in that capacity may retain, purchase,

sell, offer to sell or otherwise deal for their own accounts in such shares

and other securities of the Company or related investments in connection with

the Private Placement or otherwise. Accordingly, references in any

subscription materials to the shares 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, such

Managers and any of their respective 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, each of 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 has been submitted pursuant to the Securities Trading Act §

5-12 and MAR Article 17. The information was submitted for publication at

2025-05-28 20:15 CEST.