Dolphin Drilling AS — Capital/Financing Update 2025

Aug 25, 2025

DOLPHIN DRILLING AS APPROVAL AND PUBLICATION OF PROSPECTUS, COMPANY TRADING UPDATE AND LAUNCH OF SUBSEQUENT OFFERING

DOLPHIN DRILLING AS APPROVAL AND PUBLICATION OF PROSPECTUS, COMPANY TRADING UPDATE AND LAUNCH OF SUBSEQUENT OFFERING

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, 25 August 2025: Reference is made to the stock exchange announcements

made by Dolphin Drilling AS (the "Company") on 30 May 2025 and 22 July 2025

regarding the successful private placement of 29,764,440,000 new shares in the

Company raising gross proceeds of NOK 297,644,400, equal to approx. USD 29

million (the "Private Placement") and a contemplated subsequent share offering

of new shares in the Company(the "Subsequent Offering").

Approval and publication of prospectus

For the purposes of the Subsequent Offering, the Company has prepared an

offering prospectus (the "Prospectus"). The Prospectus has today, on 25 August

2025, been approved by the Norwegian Financial Supervisory Authority (Nw.:

Finanstilsynet), and will, together with the subscription form for the

Subsequent Offering, be made available at the following websites:

www.arctic.com/offerings,

www.clarksons.com/financial/securities/investment-banking and

www.dnb.no/emisjoner.

The terms and conditions for the Subsequent Offering are set out in the

Prospectus and subscriptions may only be made on the basis of the Prospectus.

Investors are strongly encouraged to read the Prospectus in full, including

the risk factors, and to pay particular attention to the parts relating to the

Company's liquidity and ongoing disputes, which should be carefully considered

in light of recent developments.

Company trading update

In connection with approval of the Prospectus and launch of the Subsequent

Offering, the Company published the following selected unaudited key figures

in respect of the financial development of Dolphin Drilling as of 30 June 2025

for the second quarter and first half of 2025:

* Revenues of USD 47.4 million for the quarter

* Total operating expenses of USD (41.8) million for the quarter

* Operating (loss) of USD (0.4) million for the quarter

* (Loss) before tax of USD (26.2) million for the quarter

* Total assets of USD 179,5 million as of 30 June 2025

* Total liabilities of USD (167.1) million as of 30 June 2025

* Cash flows from operating activities of USD (13.2) million for the six

months ended 30 June 2025

* Cash flows from investing activities of USD (5.4) million for the six months

ended 30 June 2025

* Cash flows from financing activities of USD 6.0 million for the six months

ended 30 June 2025

* Cash and cash equivalents at the end of the period of USD 21.8 million for

the six months ended 30 June 2025

For further information, please see section 4.2.1 and 8.4 in the Prospectus.

The information included above is subject to further review and verification

and may be subject to change.

The full report for the second quarter and first half of 2025 will, in

accordance with the Company's financial calendar, be published on 29 August

The Subsequent Offering

The Subsequent Offering comprises an offer of up to 27,803,642,659 new shares

in the Company (the "Offer Shares"), each with a nominal value of NOK 0.01, at

a subscription price of NOK 0.01 per Offer Share (the "Offer Price"), being

equal to the subscription price in the Private Placement, raising gross

proceeds of up to approximately NOK 278 million, equivalent of approximately

USD 27.4 million.

The subscription period for the Subsequent Offering will commence on Tuesday

26 August 2025 at 09:00 (CEST) and expire on 4 September 2025 at 16:30 (CEST)

(The "Subscription Period").

The Subsequent Offering will be directed towards shareholders of the Company

as of 30 May 2025 (as registered in the Norwegian Central Securities

Depository, Euronext Securities Oslo (the "VPS") two trading days thereafter,

on 3 June 2025 (the "Record Date")), 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 (the "Eligible

Shareholders").

Each Eligible Shareholder will be granted 179.90131 non-transferable

subscription rights (the "Subscription Rights") for each share held by such

Eligible Shareholder in the Company as of the Record Date, rounded down to the

nearest whole Subscription Right. Each Subscription Right will, subject to

applicable law, give the right to subscribe for, and be allocated, one (1)

Offer Share in the Subsequent Offering at the Offer Price. Over-subscription

with Subscription Rights, as well as subscription without Subscription Rights,

will not be permitted.

The Subscription Rights must be used to subscribe for Offer Shares before the

expiry of the Subscription Period on 4 September 2025 at 16:30 (CEST).

Subscription Rights that are not used to subscribe for Offer Shares before the

expiry of the Subscription Period will have no value and will lapse without

compensation to the holder.

Subscriptions for Offer Shares must be made by submitting a correctly

completed subscription form to the Managers (as defined below) during the

Subscription Period. Subscription for Offer Shares by subscribers who are

residents of Norway with a Norwegian personal identification number (Nw.:

fødselsnummer), may be made by way of online subscription. The Subscription

Form and further instructions regarding the subscription procedure are

available in the Prospectus.

Notifications of allocation of Offer Shares and the corresponding subscription

amount to be paid by each subscriber are expected to be distributed and made

available on or around 5 September 2025.

The payment for the Offer Shares falls due on 9 September 2025. The Offer

Shares will, following registration of the share capital increase pertaining

to the Subsequent Offering with the NRBE expected on or around 15 September

2025, be registered in VPS in book-entry form and are expected to be delivered

to the subscribers VPS account on or around16 September 2025 (subject to

timely registration of the share capital increase pertaining to the Subsequent

Offering with the NRBE). The Offer Shares are expected to commence trading on

Euronext Growth Oslo on or around 16 September 2025.

The completion of the Subsequent Offering remains subject to (i) due payment

of the Offer Shares by the subscribers, (ii) registration of the share capital

increase pertaining to the Subsequent Offering with the NRBE, and (iii)

issuance and delivery of the Offer Shares to the subscribers in the VPS. The

Company reserves the right, in its sole discretion, to cancel the Subsequent

Offering.

Additional information regarding the Subsequent Offering and further

instructions regarding the procedures for subscription of the Offer Shares,

payment and delivery are included in the Prospectus.

Advisors

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

Bank ASA (the "Managers") act as joint global coordinators and joint

bookrunners in the Subsequent Offering. 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.

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.

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).

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

by means of the Prospectus. Investors in the Subsequent Offering should not

subscribe for any securities referred to in this announcement except on the

basis of information contained in the Prospectus. Copies of the Prospectus are

available in the Company's registered office and, subject to certain

exceptions, on the websites of the Managers. In any EEA Member State other

than Norway, 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 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 Subsequent Offering. They will

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

Subsequent Offering 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 Subsequent Offering, the contents

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

to herein.

In connection with the Subsequent Offering, 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 Subsequent Offering or otherwise. Accordingly, references in the

Prospectus 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

2025-08-25 18:09 CEST.