Dolphin Drilling AS — Capital/Financing Update 2026

Apr 15, 2026

DOLPHIN DRILLING AS CONTEMPLATED PRIVATE PLACEMENT AND COMPANY UPDATE

DOLPHIN DRILLING AS CONTEMPLATED PRIVATE PLACEMENT AND COMPANY UPDATE

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, 15 April 2026: Dolphin Drilling AS (the "Company") announces a private

placement, raising gross proceeds of the NOK equivalent of USD 50-55 million

by issuance of 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 2.50 (the "Offer Price").

The Company has appointed Arctic Securities AS, DNB Carnegie, a part of DNB

Bank ASA, and Fearnley Securities AS as joint bookrunners in the Private

Placement (together, the "Managers").

Mirabella Financial Services LLP, on behalf of Svelland Global Trading Master

Fund and certain other accounts ("Svelland"), Starship Investments AS and

Starship Norway AS (jointly referred to as "Starship") have, subject to

customary conditions, pre-committed to apply for, Offer Shares at the Offer

Price for the NOK equivalent of USD 15 million and USD 3 million,

respectively, pursuant to pre-commitment undertakings. A pre-commitment fee

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

Svelland and Starship in the form of new shares in the Company (the

"Commission Shares") at a subscription price equal to the Offer Price, subject

to approval by the EGM (as defined below). The Company and Svelland may agree

to reduce the number of Offer Shares allocated to Svelland. Starship will be

allocated Offer Shares in full.

The net proceeds from the Private Placement, together with the

recapitalization plan described immediately below, will be used to repay the

Bridge Tranche (as defined below), fund reactivation costs for the "Borgland

Dolphin" for the contract with Repsol, contract preparations, working capital

expenses, and for general corporate purposes.

The Group has entered into amendments to its existing credit facilities,

including to the USD 65 million loan facility of Dolphin Drilling Limited (the

"Loan Facility" and the "Loan Facility Amendment") and the bond terms between

Dolphin Drilling Offshore AS and Nordic Trustee (the "Nordic Bond Amendment").

As part of the Loan Facility Amendment, the existing lender has provided a USD

7.5 million bridge loan (the "Bridge Tranche"). Pursuant to the Loan Facility

Amendment and the Nordic Bond Amendment certain financial covenant waivers,

amortisation relief and maturity extensions are conditional upon the

occurrence of a "Funding Effective Date". This in turn requires, among other

things, that at least 80% of the proceeds from the Private Placement have been

made available downstream to the Group's operating subsidiaries, and that the

Bridge Tranche has been repaid at a time when there is no default outstanding

under the existing credit facilities of the Group.

The Private Placement, together with the Loan Facility Amendment and the

Nordic Bond Amendment, is estimated to extend the Company's liquidity runway

until the end of 2026.

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

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

held on or about 30 April 2026 (the "EGM").

Company update

Please see the attached company update presentation (the "Company Update").

Dolphin Drilling continues to evaluate strategic initiatives aimed at

enhancing shareholder value and is currently engaged in preliminary

discussions regarding a potential business combination. The potential business

combination, if completed, would establish a larger owner and operator of

drilling rigs, leveraging Dolphin Drilling's 60-year legacy as a pioneer in

offshore drilling, its listing on Euronext Growth Oslo, a marketplace operated

by Euronext Oslo Børs, which is widely regarded as an attractive marketplace

for offshore drilling companies, and its supportive shareholder base. The

combined platform could support further growth and consolidation within

the offshore drilling rig segment. No agreements have been entered into, and

there can be no assurance that the discussions will result in any transaction

being agreed or completed.

The Application Period

The application period for the Private Placement will commence today, on 15

April 2026, at 16:30 CEST, and close on or before 16 April 2026 at 08:00 CEST

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

reserves the right to, at its sole discretion and at any time, 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 Company having confirmed in writing to the Managers that all

conditions precedent for effectuation of the Loan Facility Amendment and

Nordic Bond Amendment have been satisfied or will be satisfied upon completion

of the Private Placement; (C) 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 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; (D) registration of the share capital decrease and the

share capital increase pertaining to issue of the Offer Shares in the

Norwegian Register of Business Enterprises and the Offer Shares being validly

issued and registered in the VPS; (E) the Pre-Funding Agreement (as defined

below) remaining unmodified and in full force and effect pursuant to its terms

and conditions, and (F) the Company having confirmed that (i) no bankruptcy

proceedings have been opened by a court after petition for bankruptcy (Nw.

konkursbegjæring) filed against the Company; (ii) the Company has not

initiated voluntary winding-up proceedings (Nw. begjæring om oppbud); (iii) no

application for reconstruction (Nw. rekonstruksjon) pursuant to the Norwegian

Reconstruction Act has been filed in respect of the Company; and (iv) no

notice of acceleration has occurred under any loan or credit facility to which

the Company is a party. Delivery of Offer Shares on a delivery versus payment

("DvP") basis on the timeline indicated below is subject to the Company and

Managers having entered into a pre-funding agreement (the "Pre-Funding

Agreement"). The conditions described above are jointly referred to as the

"Conditions".

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

Placement at any time and for any reason. The Private Placement will be

cancelled if the Conditions are not fulfilled. Neither the Managers nor the

Company or any of their directors, officers, 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) 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, 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 may, at

its sole discretion, reject or reduce any application in whole or in part.

Allocation of Offer Shares is not guaranteed.

Notifications of conditional allocation are expected to be issued to the

applicants on or about 16 April 2026 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 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 on a DvP

basis, to be facilitated through the Pre-Funding Agreement, on or about 5 May

2026, subject to any extensions of the Application Period and fulfilment of

the Conditions (as defined above), including the necessary resolutions by the

EGM.

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 Liability 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 capital to repay the Bridge Tranche, fund reactivation costs for the

"Borgland Dolphin" for the contract with Repsol, contract preparations,

working capital expenses, and for general corporate purposes. By structuring

the equity raise as a private placement, the Company is able to efficiently

raise the necessary capital for the abovementioned purposes. The Company has

also conducted an investor pre-sounding process with existing and new

investors to obtain the best possible terms for the Private Placement. In

addition, the Company has received pre-commitments from Svelland and Starship

to reduce transaction risk. 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 existing shareholders in

the Company as further described 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. Any such subsequent

offering, if applicable and subject to applicable securities laws, will be

directed towards existing shareholders in the Company as of 15 April 2026 (as

registered in Euronext Securities Oslo (VPS) two trading days thereafter), who

(i) were not included in the pre-sounding phase of the Private Placement, (ii)

were not allocated Offer Shares in the Private Placement, and (iii) 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 Company reserves the right in its sole discretion to

not conduct or to cancel any subsequent offering.

Advisors

Arctic Securities AS, DNB Carnegie, a part of DNB Bank ASA, and Fearnley

Securities AS are acting as 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 Norwegian Securities Trading Act section 5-12.

This stock exchange release was published by Ingolf Gillesdal 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" as defined in

paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading

regulations 2024, 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.