Dolphin Drilling AS — Share Issue/Capital Change 2023

Jun 22, 2023

Correction - Dolphin Drilling AS: Contemplated Private Placement

Correction - Dolphin Drilling AS: Contemplated Private Placement

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, 22 June 2023) Dolphin Drilling AS (the "Dolphin Drilling" or the

"Company") has retained Arctic Securities AS, Clarksons Securities AS, DNB

Markets, a part of DNB Bank ASA, Fearnley Securities AS and Pareto Securities AS

as joint bookrunners (jointly, the "Managers") to advise on and effect a private

placement of new shares (the "Offer Shares") raising the NOK equivalent of

approximately  USD 60 million (the "Private Placement"). The subscription price

per Offer Share in the Private Placement (the "Subscription Price") will be

determined by the Company's board of directors (the "Board") on the basis of an

accelerated book building process conducted by the Managers.

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

partially finance the acquisition of Paul B. Loyd Jr. and Transocean Leader (the

"Transaction"), for working capital and other Transaction related costs, as well

as for general corporate purposes.

The bookbuilding period for the Private Placement opens today at 16:30 CEST and

closes on 23 June 2023 at 08:00 CEST (the "Application Period"). The Company

reserves the right to shorten, close or extend the Application Period at any

time and for any reason on short, or without notice.  The minimum order size and

allocation in the Private Placement will be the NOK equivalent of EUR 100,000,

provided that the Company may, at its sole discretion, allocate Offer Shares for

an amount below the NOK equivalent of EUR 100,000 to the extent applicable

exemptions from relevant prospectus requirements are available.

Two of the Company's largest shareholders, Strategic Value Partners LLC ("SVP")

and S.D. Standard ETC Plc ("SDS"), are supportive of the transaction and have

pre-committed to subscribe for, and will be allocated, approx. USD 13 million

and USD 7 million of the Private Placement, respectively. Certain members of the

Company's management have pre-committed to subscribe for, and will be allocated,

approx. USD 0.235 million in the Private Placement. Allocation of Offer Shares

will be made at the sole discretion of the Board in consultation with the

Managers after expiry of the Application Period (subject to any shortening or

extension).

The Offer Shares will be settled with existing and unencumbered shares in the

Company that are already listed on Euronext Growth Oslo, pursuant to an

agreement entered into between certain Managers, the Company, SVP and SDS (the

"Agreement"). The shares delivered to the subscribers will thus be tradable upon

delivery subject to conditions having been met. The shares delivered to the

subscribers will thus be tradable upon delivery subject to conditions having

been met. Expected first day of trading will be on or about 30 June (X) subject

to conditions being met, and settlement is expected on or about on or about 4

July (DVP X+2).

Completion of the Private Placement by allocation and delivery of the Offer

Shares to investors is subject to (i) the Board resolving to consummate the

Private Placement and conditionally allocate the Offer Shares, (ii) approval by

the Company's extraordinary general meeting ("EGM") of the Private Placement,

the issue of the new A-shares and the share capital reduction; (iii) the

Agreement remaining unmodified and in full force and effect, and (iv) binding

agreements for the Transaction being validly entered into by the parties

thereto, including signed letter of agreement to consent (on satisfaction of

conditions) for sale of the rigs and novation by the counterparties to the

drilling contracts.

Subject to relevant approvals by the EGM, SVP and SDS have undertaken to use the

full proceeds received from the settlement of the Private Placement, in addition

to the consideration payable for Offer Shares allocated to SVP and SDS, to

acquire new A-shares in the Company. The number of A-shares to be issued will be

1 A-share per 10 Offer Shares allocated in the Private Placement, but with 10

times the number of votes and economic benefits compared to the ordinary shares,

and will be issued at a price per A-share equal to 10 times the price per Offer

Share. The purpose is to enable the Company to complete the Private Placement at

an Offer Price which is below the nominal value of the existing ordinary shares.

All of the new A-shares will be converted into ordinary shares by way of a 1:10

share split as soon as practically possible (following completion of a share

capital reduction by way of reducing the nominal value of the Company's shares).

The conversion is expected to take place within an overall timeline of eight (8)

weeks from the settlement date, including a 6 weeks' creditor notification

period. Following such conversion, the new A-shares (as converted to ordinary

shares) will rank pari passu with the other shares in the Company.

SVP, SDS and certain primary insiders of the Company have entered into customary

lock-up arrangements with the Managers that, subject to customary exceptions,

will restrict their ability to, without the prior written consent of the

Managers, issue, sell or dispose of shares, as applicable, for a period of 180

days after the date hereof.

The Company may, subject to completion of the Private Placement and certain

other conditions, decide to carry out a subsequent repair offering of new shares

at the Subscription Price (the "Subsequent Offering") which, subject to

applicable securities laws, will be directed towards existing shareholders in

the Company as of 22 June 2023 (as registered in the VPS two trading days

thereafter) who (i) were not included in the wall-crossing 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 launch of the Subsequent Offering, if

carried out, will also be contingent on, inter alia, approval by the EGM,

completion of the share capital reduction and publication of a prospectus.

The Board has considered the Private Placement in light of the equal treatment

obligations under applicable regulations and is of the opinion that the waiver

of the preferential rights inherent in a private placement, taking into

consideration the time, costs and risk of alternative methods of the securing

the desired funding, is in the common interest of the shareholders of the

Company. The Board considers that although the Private Placement will imply a

dilution of the existing shareholders of the Company, the existing shareholders,

to the extent possible, will be given the opportunity to participate in, and be

allocated shares in the Private Placement. Further, the subsequent repair

offering, if implemented, will secure that eligible shareholders receive the

opportunity to subscribe for new shares at the same subscription price as that

applied in the Private Placement, and hence mitigate the effect of the Private

Placement. Taking these factors into consideration, the Board is of the view

that the Private Placement represent a balanced solution taking into account the

equal treatment obligations under the Norwegian Private Limited Companies Act,

and the rules of equal treatment set out in the Continuing Obligations for

companies admitted to trading on Euronext Growth Oslo and Oslo Børs' guidelines

on the rules of equal treatment.

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 for

the Private Placement.

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

Advokatfirmaet Simonsen Vogt Wiig AS is acting as legal advisors to the

Managers.

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

Market Abuse Regulation and is subject to the disclosure requirements pursuant

to section 5-12 the Norwegian Securities Trading Act.

This stock exchange announcement was published by Ingolf Gillesdal, VP Corporate

Finance and Investor Relations Dolphin Drilling AS on 22 June 2023 at the time

set out in this notice on behalf of the Company.

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 offices and operations in Norway, Scotland, Brazil, and Nigeria.

* * *

Important information:

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. 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.

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 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 "Prospectus Regulation"

means Regulation (EU) 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

investments 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 issue, subscription or purchase of shares or other financial instruments in

the Company is subject to specific legal or regulatory restrictions in certain

jurisdictions. Neither the Company nor the Managers assume any responsibility in

the event there is a violation by any person of such restrictions. The

distribution of this release may in certain jurisdictions be restricted by law.

Persons into whose possession this release comes should inform themselves about

and observe any such restrictions. Any failure to comply with these restrictions

may constitute a violation of the securities laws of any such jurisdiction.

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", "expect", "anticipate",

"strategy", "intends", "estimate", "will", "may", "continue", "should" and

similar expressions. Any forward-looking statements in this release are based

upon various assumptions, many of which are based, in turn, upon further

assumptions. Such assumptions are inherently subject to significant known and

unknown risks, uncertainties, contingencies and other important factors which

are difficult or impossible to predict. 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. The Company does not make any guarantee that the assumptions

underlying any forward-looking statements in this announcement are free from

errors nor does it accept any responsibility for the future accuracy of the

opinions expressed in this announcement or any obligation to update or revise

the statements in this announcement to reflect subsequent events. You should not

place undue reliance on any forward-looking statements in this announcement. The

information, opinions and forward-looking statements 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 forward-looking statements

to reflect events that occur or circumstances that arise in relation to the

content of this announcement.

This announcement is made by and, and is the responsibility of, the Company. The

Managers are acting exclusively for the Company and no one else and will not be

responsible to anyone other than the Company for providing the protections

afforded to their respective clients, or for advice in relation to the contents

of this announcement or any of the matters referred to herein. Neither 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 of the Company. The distribution of

this announcement and other information may be restricted by law in certain

jurisdictions. Persons into whose possession this announcement or such other

information should come are required to inform themselves about and to observe

any such restrictions. This announcement is an advertisement and is not a

prospectus for the purposes of the Prospectus Regulation as implemented in any

Member State.