CORRECTION*: COOL COMPANY LTD.: PRIVATE PLACEMENT SUCESSFULLY PLACED

03 Nov 2022 10:07 CET

Text marked with * has been corrected.

November 2, 2022:

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES
AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF
COLUMBIA) (THE “UNITED STATES”), AUSTRALIA, CANADA, THE HONG KONG SPECIAL
ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA OR JAPAN, 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.

Bermuda, 2 November 2022: Reference is made to the stock exchange release from
Cool Company Ltd. (the “Company”) published on 2 November 2022 regarding the
contemplated acquisition of four special purpose vehicles (“SPVs”) with
contracted LNG carriers (the “Vessels”) from Quantum Crude Tankers Ltd (“QCT”),
an affiliate of EPS Ventures Ltd. (“EPS”) for approximately USD 660 million (the
“Acquisition”) and a contemplated private placement of shares (the “Private
Placement”) consisting of (i) a primary offering (the “Share Issue”) of new
shares in the Company (the “New Shares”) and (ii) a secondary offering (the
“Share Sale”) of existing shares by Golar LNG Ltd. (the “Selling Shareholder”)
(the “Sale Shares”, and together with the New Shares the “Offer Shares”)

The Company is pleased to announce that the Private Placement has been
successfully placed, raising gross proceeds of NOK 2,824,200,080 (equivalent to
approximately USD 270 million) allocated as follows: (i) NOK 1,778,200,060
(equivalent to approximately USD 170 million) to the Company through an issuance
of 13,678,462 New Shares, and (ii) NOK 1,046,000,020 (equivalent to
approximately USD 100 million) to the Selling Shareholder through a sale of
8,046,154 Sale Shares.

The Offer Shares have been placed at a price per new share of NOK 130 (the
"Offer Price"). The Private Placement was carried out on the basis of an
accelerated bookbuilding process managed by Clarksons Securities AS, DNB
Markets, a part of DNB Bank ASA (“DNB Markets”) and Fearnley Securities AS as
Joint Global Coordinators and Joint Bookrunners (the “Joint Global
Coordinators”), Pareto Securities AS as Joint Bookrunner, and Nordea Bank Abp,
filial i Norge as Co-Manager (collectively the “Managers”) after close of
markets on 2 November 2022.

The Acquisition will be funded through the net proceeds from the Share Issue and
amendment of the existing term loan facility connected to the SPVs that hold the
Vessels to fund the debt portion of the purchase price (the “Vessel Facility”)
of approximately USD 500 million (i.e. assumed debt of approximately USD 520
million minus approximately USD 20 million of principal repayment due on 14
November 2022).

Completion of the Private Placement and the allocation of the Offer Shares were
resolved by the board of directors of the Company following advice from the
Joint Global Coordinators after the book-building process was completed.

Richard Tyrrell, CEO of CoolCo, commented: “I am pleased to announce that CoolCo
will be acquiring four well-specified contracted vessels on attractive terms
from our principal shareholder, EPS. Made possible by today’s successful equity
offering, this acquisition will increase our owned fleet by 50%, increase our
backlog by at least 100%, add two vessels with the latest 2-stroke technology,
and provide longer-term charters that complement the shorter-term charters of
our existing fleet. Since the Company’s founding in early 2022, we have quickly
established CoolCo as a leading owner and operator in the LNG shipping sector
while successfully fixing our available ships into an increasingly buoyant
market. Moving forward, we expect LNG’s dual roles as a provider of energy
security and enabler of the energy transition to remain powerful drivers.
Against this backdrop, our high-quality fleet, diversified charter portfolio,
proven ability to grow on attractive terms, and newly announced dividend policy
position CoolCo to realize significant long-term value for our shareholders.”

Notification of allocation, including settlement instructions, is expected to be
distributed by the Managers on or about 3 November 2022. Settlement of the Offer
Shares is expected to take place on a delivery versus payment (“DVP”) basis on
or about 7 November 2022. Delivery of the New Shares is expected to be settled
with existing and unencumbered shares in the Company that are already listed on
Euronext Growth Oslo to be borrowed from EPS (the “Share Lender”) pursuant to a
share lending agreement between the Company, DNB Markets and the Share Lender
(the “Share Lending Agreement”). The Offer Shares delivered to investors will be
tradable upon allocation. The share loan will be settled with new shares issued
by the Company and delivered to the Share Lender under the Share Lending
Agreement.

Upon completion of the Private Placement the Company will have a total of
53,688,462 outstanding shares, each share par value USD 1.00. Through its
pre-commitment to subscribe for Offers Shares equal to approximately USD 134.1
million, EPS will hold approximately 49.9% of the shares and votes in the
Company upon completion of the Private Placement.

The Joint Global Coordinators have entered into lock-up arrangements from the
settlement date of the Private Placement with the Company for 90 days, EPS for
90 days and the Selling Shareholder for 30 days, subject to agreed exemptions
(including any potential offering for the Company in connection with a dual
listing).

As further described in the stock exchange announcement regarding the launch of
the Private Placement on 2 November 2022, the Company’s board of directors has
considered the structure of the Private Placement in light of the rules on equal
treatment under Euronext Growth Oslo Rule Book II for companies listed on
Euronext Growth Oslo 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.


ADVISORS

Clarksons Securities AS, DNB Markets, a part of DNB Bank ASA and Fearnley
Securities AS are acting as Joint Global Coordinators and Joint Bookrunners,
Pareto Securities AS is acting as Joint Bookrunner, and Nordea Bank Abp, filial
i Norge is acting as Co-Manager in connection with the Private Placement.

Advokatfirmaet BAHR AS is acting as Norwegian legal advisor to the Company,
Skadden, Arps, Slate, Meagher & Flom (UK) LLP is acting as United States legal
advisor to the Company and Appleby is acting as Bermuda legal advisor the
Company in connection with the Private Placement.

ABOUT COOL COMPANY

Cool Company is a growth-oriented owner, operator and manager of fuel-efficient
liquefied natural gas (‘‘LNG’’) carriers. Using its integrated, in-house vessel
management platform, CoolCo provides charterers and third-party LNG vessel
owners with modern and flexible management and transportation solutions,
delivering a lesser-emitting form of energy that supports decarbonization
efforts, economic growth, energy security, and improvements in quality of life.
Consistent with the currently contemplated transaction, CoolCo also intends to
leverage its industry relationships to make further accretive acquisitions of
in-service LNGCs, and to selectively pursue newbuild opportunities.

Additional information about Cool Company can be found at www.coolcoltd.com.

For further information, please contact:

Richard Tyrrell, CEO
Email: richard.tyrrell@coolcoltd.com
Phone: +44 2076591111
John Boots, CFO
Email: john.boots@coolcoltd.com
Phone: +44 2076591111

 
IMPORTANT NOTICE

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. Neither the Managers nor or any of their 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 or
in any other jurisdictions. The securities referred to in this announcement have
not been and will not be registered under the U.S. Securities Act of 1933 (the
“U.S. Securities Act”), and may not be offered or sold in the United States
absent registration under the U.S. Securities Act or pursuant to 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.

This announcement is an advertisement and is not a prospectus for the purposes
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 (the “EU Prospectus Regulation”) (together with any applicable
implementing measures in any Member State). All of the securities referred to in
this announcement has been offered 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 materials*.
 
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.

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 be engaged in only 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 affiliates are acting exclusively for the Company and no-one
else in connection with the transactions described in this announcement. They
will not regard any other person as their respective clients in relation to the
transactions described in this announcement 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 transactions
described in this announcement, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.

In connection with the transaction described in this announcement, the Managers
and any of their affiliates, acting as investors for their own accounts, may
subscribe for or purchase securities and in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for their own accounts in such securities
of the Company or related investments in connection with the transactions
described in this announcement or otherwise. Accordingly, references in any
subscription materials to the securities 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, the Managers and
any of their 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, 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 is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to MAR article 17 and Section 5-12 the Norwegian Securities Trading
Act. This stock exchange announcement was published by Richard Tyrell, Chief
Executive Officer at Cool Company Ltd. on 2 November 2022 Bermuda time, 3
November 2022 at 00:15 (CET).

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