Dolphin Drilling AS — Share Issue/Capital Change 2024

Apr 10, 2024

Dolphin Drilling AS: Private Placement Successfully Completed

Dolphin Drilling AS: Private Placement Successfully Completed

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, 10 April 2024) Reference is made to the stock exchange announcement made

by Dolphin Drilling AS ("Dolphin Drilling" or the "Company") today regarding the

launch of a contemplated private placement (the "Private Placement") of new

shares in the Company (the "Offer Shares") raising gross proceeds of the NOK

equivalent of approximately USD 40 million (the "Offer Size") at a fixed price

of NOK 6 per Offer Share.

Dolphin Drilling is pleased to announce that the board has resolved to allocate

and conditionally allocate 72,000,000 Offer Shares at the Offer Price, raising

gross proceeds of NOK 432 million through the Private Placement. The Private

Placement was managed by Arctic Securities AS, Clarksons Securities AS and DNB

Markets, a part of DNB Bank ASA as joint bookrunners in the Private Placement

(the "Managers"). The net proceeds to the Company from the Private Placement

will be used to secure adequate runway towards having 3 out of the 4 rigs back

in operation as well as to provide the Company with contingency related to

uncertainty pertaining to (i) the outstanding receivables from General

Hydrocarbons Limited (GHL) and (ii) the tax claim from the His Majesty's Revenue

& Customs (HMRC), as referred to in prior disclosures by the Company.

Two of the Company's largest shareholders, being investment funds managed,

directly or indirectly by Strategic Value Partners, LLC ("SVP") and S.D.

Standard ETC Plc ("SDS"), subscribed for, and were conditionally allocated,

Offer Shares for a total amount of approx. NOK 100 million of the Private

Placement, such amount divided equally between SVP and SDS. In addition, B.O.

Steen Shipping AS was allocated NOK 50 million, while Surfside Holding AS was

allocated NOK 54 million. Furthermore, certain members of the Company's

management subscribed for, and were conditionally allocated, Offer Shares for

NOK 1,325,000.

SDS as well as 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. SVP has agreed to a 6 month' lock-up for 83% of

shares held by funds under its management (subject to customary exclusions). For

the remaining approx.10,2 million shares, they are due to certain considerations

applicable to one or more of their investment funds that are shareholder(s)

unable to enter into a lock-up. SVP are subscribing for NOK 50 million in the

private placement and these new shares will be subject to a full lock-up for the

6 month' period.

The Private Placement is divided into two tranches. Tranche 1 of the Private

Placement ("Tranche 1") consists of 48,644,708 Offer Shares (the "T1 Offer

Shares"), which equals the maximum number of shares the Board may issue pursuant

to the authorization granted by the Company's annual general meeting of 30 June

2023 (the "Board Authorization"). Tranche 2 of the Private Placement ("Tranche

2") consists of 23,355,292 Offer Shares (the "T2 Offer Shares") which in

aggregate corresponds to a total transaction size (i.e. both tranches) equal to

the Offer Size. SVP and SDS have been conditionally allocated their entire

subscription of Offer Shares in Tranche 2. The remaining number of T2 Offer

Shares have been allocated to B.O. Steen Shipping AS. This implies that all

other investors will receive their full allocation in Tranche 1.

Settlement in the Private Placement will take place as follows:

· Settlement of the Tranche 1 Offer Shares is expected to take place on 15

April 2024 (for applicants other than SVP and SDS). The T1 Offer Shares will be

settled on a delivery-versus-payment ("DvP") basis with existing and

unencumbered shares in the Company that are already listed on Euronext Growth

Oslo, to be borrowed from SVP and SDS (in their capacity as such, the "Share

Lenders") by the Managers pursuant to a share lending agreement entered into

between the Managers, the Company and the Share Lenders (the "Share Lending

Agreement"). The share loan will be settled with new shares (equal to the number

of T1 Offer Shares) which have been resolved issued by the Board pursuant to the

Board Authorization. The Offer Shares in Tranche 1 will be tradeable from

notification of allocation to applicants, expected on or about 11 April 2024.

· Settlement of the T2 Offer Shares to applicants is expected to take place

within two trading days following completion of the EGM (as referred to below)

(for applicants other than SVP and SDS). The T2 Offer Shares will be settled on

a DvP basis with existing and unencumbered shares in the Company that are

already listed on Euronext Growth Oslo pursuant to the Share Lending Agreement.

Settlement vis-à-vis applicants in Tranche 2 is subject to (inter alia) a

resolution by an extraordinary general meeting of the Company, expected to be

summoned shortly and to be held before end of April (the "EGM"), to issue the T2

Offer Shares.

Completion of Tranche 2 is subject to (i) completion of Tranche 1 and (ii) the

EGM resolving to issue the T2 Offer Shares. The Company, in consultation with

the Managers, reserves the right, at any time and for any reason, to cancel,

and/or modify the terms of, the Private Placement.

The Board has considered the structure of the contemplated Private Placement in

light of the equal treatment obligations under the Norwegian Private Limited

Companies Act, the Norwegian Securities Trading Act and the rules on equal

treatment under Euronext Growth Rule Book II and the Oslo Stock Exchange's

guidelines on the rule of equal treatment, and is of the opinion that the

Private Placement is in compliance with these requirements. By structuring the

transaction as a private placement, the Company will be in a position to raise

capital in an efficient manner with a lower discount to the current trading

price and with significantly lower completion risks compared to a rights issue.

Furthermore, the number of Offer Shares to be issued in connection with the

contemplated Private Placement implies that the dilution of existing

shareholders will be limited. The Board 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 Company intends to carry out a subsequent offering with non-tradeable

subscription rights of up to 10,000,000 new shares in the Company at the Offer

Price, each with a par value of NOK 1  (equal to up to approximately 15 % of the

size of the Private Placement) which, subject to applicable securities law, will

be directed towards existing shareholders in the Company as of end of trading on

10 April 2023 (as registered in the VPS two trading days thereafter), 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 "Subsequent Offering").  Completion of such Subsequent

Offering will, inter alia, be subject to (i) all relevant corporate resolutions

being made, including approval by the EGM; (ii) prevailing market price of the

Company's shares, including the price of the Company's shares not trading below

the offer price in the Subsequent Offering over a period with sufficient

liquidity and (iii) the publication of an offering prospectus. Whether or not

the Subsequent Offering will ultimately take place, will depend inter alia on

the development of the price of the shares in the Company after completion of

the Private Placement. The Subsequent Offering may be cancelled or discontinued

at the discretion of the Company, in cooperation with the Managers, if the

shares of the Company trade at or below the Subscription Price at meaningful

volumes, which will imply that eligible shareholders have had the opportunity to

limit dilution by acquiring listed shares in the secondary market at price

levels at or below the Subscription Price.

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

Bank ASA are acting as Managers for the Private Placement. Advokatfirmaet

Schjødt AS is acting as legal advisor to the Company.

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 10 April 2024 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 four high

technical standard 4th and 5th generation enhanced Aker H3 and H4 units,

Borgland Dolphin, Blackford Dolphin, Paul B. Loyd, Jr. and Dolphin Leader

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.