Dolphin Drilling AS

Share Issue/Capital Change • Nov 11, 2025

DOLPHIN DRILLING AS COMPLETION OF FULLY UNDERWRITTEN PRIVATE PLACEMENT

DOLPHIN DRILLING AS COMPLETION OF FULLY UNDERWRITTEN PRIVATE PLACEMENT

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, 11 November 2025: Reference is made to the previous stock exchange

announcement made by Dolphin Drilling AS (the "Company") regarding a fully

underwritten private placement (the "Private Placement") of new shares in the

Company (the "Offer Shares").

The Company is pleased to announce that it has placed the Private Placement

for gross proceeds of approximately NOK 151.5 million, equivalent to

approximately USD 15 million, through the conditional allocation of

13,774,772,727 Offer Shares at a subscription price per share of NOK 0.011

(the "Offer Price").

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

part finance Borgland reactivation cost for contract with Repsol, payments of

a tax claim owed to His Majesty's Revenue and Customs ("HMRC"), and general

corporate purposes, including transaction costs.

Mirabella Financial Services LLP (on behalf of Svelland Global Trading Master

Fund and certain other accounts, collectively referred to as "Svelland") and

Starship Investments AS ("Starship")(collectively referred to as the

"Underwriters"), had, subject to customary conditions, agreed to underwrite

the Private Placement for the NOK equivalent of maximum USD 11.5 million and

NOK 34 million, respectively (amounting to the NOK equivalent of approximately

USD 15 million), pursuant to an underwriting agreement entered into with the

Company. An underwriting fee equal to 10% of the underwriting commitment will

be payable by the Company to the Underwriters in the form of a total of

1,377,477,272 new shares in the Company (the "Commission Shares") at a

subscription price equal to the Offer Price, subject to the approval by the

EGM (as defined below).

The Underwriters have been conditionally allocated 13,220,701,339 Offer Shares

in the Private Placement, equal to a total amount of NOK 145,427,715, pursuant

to their underwriting obligation. Other applicants in the Private Placement

have been conditionally allocated 554,071,388 Offer Shares. The Offer Shares

shall be issued by, and subject to, a resolution by the Company's

extraordinary general meeting to be held on or about 1 December 2025 (the

"EGM").

Notifications of conditional allotment of Offer Shares are expected to be

distributed to the applicants by Managers on or about 12 November 2025.

The Offer Shares allocated in the Private Placement are expected to be settled

on a delivery versus payment ("DvP") basis on or about 3 December 2025,

subject to fulfilment of the Conditions (see below) including the necessary

resolutions by the EGM. The allocated shares will be delivered to the

applicant's account in the Euronext Securities Oslo (the "VPS"). Delivery of

Offer Shares on a DVP basis on the indicated timeline is expected to be

facilitated through a pre-funding agreement between the Company and the

Managers (the "Pre-funding Agreement").

Completion of the Private Placement remains subject to: (i) the EGM resolving

to approve the Private Placement and issue the Offer Shares as well as

approval of ancillary resolutions necessary to consummate the Private

Placement, including an authorisation to issue the Commission Shares, (ii) the

Company's wholly owned subsidiary Dolphin Drilling Offshore AS having entered

into a binding agreement with Nordic Trustee AS in relation to the bond terms

for the "Dolphin Drilling Offshore AS 12,50% senior secured USD 41,505,376

bonds 2025/2027" with ISIN NO0013615567 to allow amortisation relief under the

bonds, as described in the company update presentation published 11 November

2025, and (iii) registration of the share capital increase pertaining to issue

of the Offer Shares in the Norwegian Register of Business Enterprises.

Delivery of Offer Shares on a DVP basis on the indicated timeline is subject

to the Company and Managers having entered into the Pre-funding Agreement. The

conditions described above are jointly referred to as the "Conditions".

Following the necessary resolutions by the EGM and registrations of the

issuance of the Offer Shares and the Commission Shares, the Company will have

a share capital of NOK 477,847,279.46 divided into 47,784,727,946 shares, each

with a nominal value of NOK 0.01.

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

officers, employees, representatives, or advisors, will be liable for any

losses if the Private Placement is cancelled or modified, irrespective of the

reason for such cancellation or modification.

Applicants who have been allocated Offer Shares in the Private Placement and

who hold shares in the Company as of the date of the EGM have undertaken to

vote in favour of, or give a voting proxy to be used in favour of, the

resolutions proposed by the Company's board of directors (the "Board") at the

EGM to (i) increase the share capital to issue the Offer Shares and (ii)

authorise the Board to issue the Commission Shares.

Equal treatment considerations - subsequent offering

The Private Placement entails a deviation from the shareholders' pre-emptive

rights pursuant to Sections 10-4 and 10-5 of the Norwegian Private Limited

Companies Act. The Board has diligently considered that this deviation is in

the best interest of the Company and its shareholders. Moreover, the Board is

of the opinion that the Private Placement is in compliance with the principles

of equal treatment of shareholders under the Norwegian Private Limited

Companies Act.

In its assessment, the Board inter alia emphasized that the Private Placement

enables the Company to efficiently raise equity capital for the intended

purpose and that the Private Placement is carried out at a premium compared to

the closing price of the Company's shares as of 11 November 2025 and to the

volume weighted average price (VWAP) of the Company's shares over the past

months, and therefore, based on the current market price, does not result in

financial dilution for the Company's existing shareholders. The Company had

also received underwriting commitments from the Underwriters to reduce

transaction risk and the Private Placement was conducted following a broad

pre-sounding towards existing larger shareholders of the Company and other

investors. Further, the Board has taken into consideration that the Private

Placement and ancillary corporate resolutions are subject to approval by the

EGM, at which the Company's shareholders will be given an opportunity to

express their opinion and vote over the related share capital increases.

On the basis of the above, the Board has concluded to not carry out a

subsequent offering.

Advisors

Arctic Securities AS, DNB Carnegie, a part of DNB Bank ASA and Fearnley

Securities AS (the "Managers") acted as 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.

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

Market Abuse Regulation and is subject to the disclosure requirements pursuant

to the Norwegian Securities Trading Act section 5-12.

This stock exchange release was published by Ingolf Gillesdal on the time and

date provided.

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.