Dolphin Drilling AS — Share Issue/Capital Change 2023

Sep 14, 2023

Dolphin Drilling AS: Final results in the subsequent offering and resolution for share capital increase

Dolphin Drilling AS: Final results in the subsequent offering and resolution for share capital increase

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

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG, 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, 14 September 2023) Reference is made to the stock exchange announcement

published by Dolphin Drilling AS (the "Company") (ticker code: DDRIL) on 13

September 2023 regarding the preliminary results of the subsequent offering (the

"Subsequent Offering") of up to 11,100,000 new shares in the Company (the "Offer

Shares") at a subscription price of NOK 7.50 per share.

The subscription period for the Subsequent Offering expired on Wednesday, 13

September 2023 at 16:30 hours (CEST). By the end of the subscription period, the

Company had received valid subscriptions for 43,171,112 Offer Shares in the

Subsequent Offering. The Board have resolved that a total of 11,100,000 Offer

Shares will be allocated based on subscription rights in accordance with the

allocation criteria set out in the prospectus dated 28 August 2023. The Board

has consequently resolved to issue 11,100,000 new shares in the Company pursuant

on the authorization granted to the Board on 30 June 2023.

The Company will consequently raise NOK 83,250,000 in gross proceeds through the

Subsequent Offering.

Notifications of allocated Offer Shares in the Subsequent Offering and the

corresponding amount to be paid by each subscriber will be sent out in a

separate notification to each subscriber. The notifications will be sent out on

or about 14 September 2023. The due date for payment of the Offer Shares is 18

September 2023.

Subject to due payment of the Offer Shares by the subscribers, the share capital

increase relating to the Subsequent Offering is expected to be registered with

the Norwegian Register of Business Enterprises on or about 22 September 2023 and

the Offer Shares will thereafter be delivered to the VPS accounts of the

subscribers to whom they are allocated, expected on or about 25 September 2023.

First day of trading of the Offer Shares on Euronext Growth Oslo is expected on

or about 25 September 2023.

Following registration of the new share capital, the Company's share capital

will be NOK

219,890,099.00

divided on 219,890,099 shares, each with a nominal value of NOK 1. A separate

announcement will be made when the share capital increase has been registered.

Advisors:

Arctic Securities AS, Clarksons Securities AS, DNB Markets, a part of DNB Bank

ASA, Fearnley Securities AS and Pareto Securities AS are acting as managers (the

"Managers") in the Subsequent Offering.

Advokatfirmaet Schjødt AS is acting as legal advisor to the Company.

Disclosure regulation:

This information is subject to a duty of disclosure pursuant to the Company's

continuing obligations as a company listed on Euronext Growth Oslo and the EU

Market Abuse Regulation.

For further information, please contact:

Ingolf Gillesdal, email: ingolf.gillesdal@dolphindrilling.com, tel: +47 920 45

320

Dolphin Drilling | www.dolphindrilling.com

Dolphin Drilling is a leading harsh environment drilling contractor for the

offshore oil and gas industry. Dolphin Drilling owns a fleet of three high

-technical standard 4th and 5th generation enhanced Aker H3 units, Borgland

Dolphin, Blackford Dolphin, and Bideford Dolphin, operated by an experienced

team with a strong operational track record. The company has offshore and

onshore employees, and onshore locations in Norway, Scotland, Brazil, and

Nigeria.

Important notices:

This announcement is not and does not form a part of any offer to sell, or a

solicitation of an offer to purchase, any securities of the Company. The

distribution of this announcement and other information may be restricted by law

in certain jurisdictions. Copies of this announcement are not being made and may

not be distributed or sent into any jurisdiction in which such distribution

would be unlawful or would require registration or other measures. Persons into

whose possession this announcement or such other information should come are

required to inform themselves about and to observe any such restrictions.

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

registered under the U.S. Securities Act of 1933, as amended (the "Securities

Act"), and accordingly may not be offered or sold in the United States absent

registration or an applicable exemption from the registration requirements of

the Securities Act and in accordance with applicable U.S. state securities laws.

The Company does not intend to register any part of the offering or their

securities in the United States or to conduct a public offering of securities in

the United States. Any sale in the United States of the securities mentioned in

this announcement will be made solely to "qualified institutional buyers" as

defined in Rule 144A under the Securities Act.

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

Prospectus Regulation, i.e., only to investors who can receive the offer without

an approved prospectus in such EEA Member State. The expression "Prospectus

Regulation" means Regulation 2017/1129 as amended 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

(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 for 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.

The information contained in this announcement speak only as at its date, and

are subject to change without notice. The Company does not undertake any

obligation to review, update, confirm, or to release publicly any revisions to

any of the content of this announcement.

Neither of the Company, the Managers nor any of their respective affiliates

makes any representation as to the accuracy or completeness of this announcement

and none of them accepts any responsibility for the contents of this

announcement or any matters referred to herein. This announcement is for

information purposes only and is not to be relied upon in substitution for the

exercise of independent judgment. It is not intended as investment advice and

under no circumstances is it to be used or considered as an offer to sell, or a

solicitation of an offer to buy any securities or a recommendation to buy or

sell any securities in the Company. Neither the Company, the Managers nor any of

their respective affiliates accepts any liability arising from the use of this

announcement.