Dolphin Drilling AS — Share Issue/Capital Change 2025

Jul 21, 2025

DOLPHIN DRILLING AS UPDATE ON PRIVATE PLACEMENT AND REFINANCING

DOLPHIN DRILLING AS UPDATE ON PRIVATE PLACEMENT AND REFINANCING

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, 21 July 2025: Reference is made to the stock exchange announcements made

by Dolphin Drilling AS (the "Company") on 30 May 2025 regarding the private

placement of 29,764,440,000 new shares in the Company raising gross proceeds

of NOK 297,644,400, equal to approx. USD 29 million (the "Private Placement")

and a potential subsequent share offering of up to 27,803,642,659 new shares

in the Company, on 17 June 2025 regarding resolutions made by the Company's

extraordinary general meeting (the "EGM") in connection with the approval of

the Private Placement, and on 16 July 2025 regarding the update on the Private

Placement and Refinancing.

As set out in the announcement on 30 May 2025, consummation of the Private

Placement is subject to: (A) the EGM resolving to approve the Private

Placement, as well as approval of ancillary resolutions to consummate the

Private Placement, including the approval of a share capital reduction and a

board authorisation to issue commission shares; (B) the Company having made

written confirmations in respect of (i) (a) the entering into of a binding

agreement with the existing senior lender regarding the changes to the

existing facility agreement described in the company presentation published on

28 May 2025, in all material respects, subject to customary closing

procedures, the Private Placement being consummated and the existing

shareholder loan (the "Shareholder Loan") being repaid, and (b) the entering

into of a binding agreement with an international financial institution

regarding a new USD 20 million facility (the "New Facility") in all material

respects as described in the company presentation published on 28 May 2025,

and (ii) the ability to fulfil the relevant conditions precedent for draw-down

under the New Facility (i.e., receive funds), subject to customary closing

procedures, the Private Placement being consummated and the Shareholder Loan

being repaid; (C) registration of the aforementioned share capital decrease

and the capital increases set out in item (A) with the Norwegian Register of

Business Enterprises, and (D) the shares allocated in the Private Placement

being validly issued and registered in Euronext Securities Oslo (VPS).

Item (A) was fulfilled through completion of the EGM on 17 June 2025. The

Company hereby announces that all the elements of the conditions set out in

item (B) have been fulfilled, and that Arctic Securities AS, Clarksons

Securities AS and DNB Carnegie, a part of DNB Bank ASA (the "Managers") have

pre-funded the gross proceeds from the Private Placement to a separate blocked

share issue account pursuant to a pre-funding agreement entered into by and

between the Company and the Managers, and that the conditions set out in item

(C) and (D) are expected to be satisfied on or around 22 July 2025 depending

on processing time with the Norwegian Register of Business Enterprises.

Consequently, the Private Placement is expected to be fully consummated on or

around 22 July 2025. In conjunction with the consummation of the Private

Placement, the Shareholder Loan will be repaid, the existing facility

amendments will be effective and the New Facility will be available to the

Company.

Following registration with the Norwegian Register of Business Enterprises of

the simultaneous share capital decrease and increase pertaining to the Private

Placement, expected on or around 22 July 2025, the Company's share capital

will be NOK 300,563,300.99, divided into 30,056,330,099 shares, each with a

nominal value of NOK 0.01. Following registration with the Norwegian Register

of Business Enterprises of the share capital increase pertaining to the

issuance of the commission shares to the investors that pre-committed to the

Private Placement, expected on or around 23 July 2025, by use of a separate

board authorisation, the Company's share capital will be NOK 321,992,692.49,

divided into 32,199,269,249 shares, each with a nominal value of NOK 0.01.

Advisors

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

Bank ASA acted as joint global coordinators and 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.

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" within the

meaning of the EU Prospectus Regulation as it forms part of English law by

virtue of the European Union (Withdrawal) Act 2018 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.

This information has been submitted pursuant to the Securities Trading Act §

5-12 and MAR Article 17. The information was submitted for publication at

2025-07-21 16:31 CEST.