Dolphin Drilling AS — Share Issue/Capital Change 2023

Aug 29, 2023

Dolphin Drilling AS: Registration of prospectus and launch of subsequent offering

Dolphin Drilling AS: Registration of prospectus and launch of subsequent offering

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, 29 August 2023) Reference is made to the stock exchange announcement

published by Dolphin Drilling AS (the "Company") (ticker: DDRIL) on 22 June 2023

regarding the successful private placement of 84,471,200 new shares in the

Company (the "Private Placement") and the contemplated 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

Price").

Reference is also made to the stock exchange announcement made on 30 June 2023

where the Company announced that the extraordinary general meeting (the "EGM")

had resolved to grant the board of directors (the "Board") an authorization to

increase the Company's share capital by up to NOK 111,000,000 in connection with

the Subsequent Offering (as reduced to NOK 11,100,000 in connection with the

completion of the share capital reduction).

The Company has submitted a national prospectus dated 28 August 2023 (the

"Prospectus") for registration with the Norwegian Register of Business

Enterprises ("NRBE") in accordance with section 7-8 of the Norwegian Securities

Trading Act. Neither the Financial Supervisory Authority of Norway nor any other

public authority has carried out any form of review, control, or approval of the

Prospectus. This Prospectus does not constitute an EEA-prospectus.

The Prospectus will be made available electronically at the following websites:

www.arctic.com/secno/en/transactions,

https://securities.clarksons.com/Investment-Banking/Corporate

-Finance/Transactions (https://eur03.safelinks.protection.outlook.com/?url=https%

3A%2F%2Fsecurities.clarksons.com%2FInvestment-Banking%2FCorporate

-Finance%2FTransactions&data=05%7C01%7CMathea.Thorstensen%40schjodt.com%7C4f68541

0bdb04db3292208dba55fd69d%7C4651385ecc6244a7bde5dbda3fc721be%7C0%7C0%7C6382856032

63658455%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1h

aWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=R63c3qa4F8rxeakAjAheNWf3KI%2FgclfhjqJHFB

wpK5o%3D&reserved=0), www.dnb.no/emisjoner,

https://transaksjoner.fearnleysecurities.com (https://eur03.safelinks.protection.

outlook.com/?url=https%3A%2F%2Ftransaksjoner.fearnleysecurities.com%2F&data=05%7C

01%7CMathea.Thorstensen%40schjodt.com%7C8873acb735124984378608dba55962aa%7C465138

5ecc6244a7bde5dbda3fc721be%7C0%7C0%7C638285575549937420%7CUnknown%7CTWFpbGZsb3d8e

yJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C

&sdata=jn%2BRARwniwfZsvvIq%2FBVDIxO4gpyh4pOWJbcRjJanYI%3D&reserved=0)  or

www.paretosec.com/updates/transactions prior to the commencement of the

Subscription Period (as defined below), expected on or about 30 August 2023.

The Subsequent Offering:

The Subsequent Offering comprises the offer of up to 11,100,000 Offer Shares in

the Company, each with a nominal value of NOK 1.00, at a subscription price of

NOK 7.50 per share, with gross proceeds of up to approximately NOK 83 million.

The Subsequent offering will, subject to applicable securities law, be directed

towards shareholders in the Company as of 22 June 2023, as registered with the

VPS on 26 June 2023 (the "Record Date"), who (i) were not included in the wall

-crossing phase of the Private Placement, (ii) were not allocated shares in the

Private Placement, and (iii) are not resident in a jurisdiction where such offer

would be illegal or would (in jurisdictions other than Norway) require the

issuance of a prospectus, registration or other similar action (the "Eligible

Shareholders").

Each Eligible Shareholder will receive 0.567032 non-tradeable 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 right. Each Subscription Right will, subject to applicable securities

laws, give the preferential right to subscribe for, and be allocated, one (1)

Offer Share in the Subsequent Offering. Over-subscription by Eligible

Shareholders having received subscription rights will be permitted; however,

there can be no assurance that Offer Shares will be allocated for such

subscriptions. Subscription without subscription rights will not be permitted.

The subscription period for the Subsequent Offering will commence on 30 August

2023 at 09:00 (CEST) and will expire on 13 September 2023 at 16:30 (CEST) (the

"Subscription Period").

In order to subscribe for shares, the Managers (as defined below) must receive a

complete and duly signed subscription form or, in the case of online

subscriptions, be registered by the expiry of the Subscription Period. Further

instructions regarding the subscription procedure are available in the

Prospectus. Subscriptions may only be made on the basis of the Prospectus.

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.

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

(the "Payment Date"). The Offer Shares will, after registration of the share

capital increase in NRBE pertaining to the Offer Shares and when issued, be

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

applicant's VPS account on or about 25 September 2023 subject to timely

registration of the share capital increase with the Norwegian register of

business enterprises.

Notifications of allocated Offer Shares and the corresponding subscription

amount to be paid by each subscriber are expected to be distributed on or about

14 September 2023.

Trading in the Offer Shares on Euronext Growth Oslo is expected to commence on

or about 25 September 2023, under the ticker code "DDRIL".

The completion of the Subsequent Offering is subject to (i) the Board resolving

to approve the Subsequent Offering and issue the Offer Shares, (ii) duly payment

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

increase pertaining to the Subsequent Offering with the NBRE, and (iv) issuance

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

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 4[th] and 5[th] 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, Nigeria,

and Mexico.

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.