Archer Limited: Key information related to the potential subsequent offering

07 Mar 2023 08:00 CET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN 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.

Hamilton, Bermuda, 7 March 2023

Reference is made to the stock exchange announcement published by Archer Limited
("Archer" or the "Company" and together with its subsidiaries, the "Group") on 7
March 2023 regarding the successful completion of a private placement of
1,040,000,000 new shares in the Company (the "Shares"), each with a par value of
USD 0.01, at a subscription price of NOK 1.0 per Share, raising gross proceeds
of the NOK equivalent of USD 100 million (the "Private Placement"), and a
potential subsequent offering of up to 228,800,000 new common shares, each with
a par value of USD 0.01, (the "Offer Shares") at the same subscription price as
in the Private Placement (the "Subsequent Offering").

The Company has, subject to completion of the first tranche of the Private
Placement ("Tranche 1") and certain other conditions set out below, resolved to
carry out the Subsequent Offering. The Subsequent Offering will consist of up to
228,800,000 Offer Shares which, subject to applicable securities law, will be
directed towards existing eligible shareholders in the Company as of 6 March
2023 (as registered with the VPS on 8 March 2023) (the "Record Date")) who (i)
were not allocated 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 "Eligible Shareholders"). The Eligible Shareholders will be granted non
-transferable subscription rights (the "Subscription Rights") based on their
registered shareholdings in the Company's register of shareholders with the VPS
as of expiry of the Record Date. Each Subscription Right will give the right to
subscribe for and be allocated one (1) Offer Share rounded down to the nearest
whole Subscription Right, subject to applicable securities laws.

Completion of the Subsequent Offering will, inter alia, be subject to (i)
completion of Tranche 1 of the Private Placement, (ii) relevant corporate
resolutions, including approval by the Company's board of directors, (iii)
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 (iv) the publication of an offering
prospectus approved by the Financial Supervisory Authority of Norway. The
subscription period for the Subsequent Offering is expected to commence as soon
as possible following the fulfilment of the conditions set out above. The
Company reserves the right, in its sole discretion, to cancel the Subsequent
Offering in its entirety due to market conditions.

In accordance with the continuing obligations of companies listed on the Oslo
Stock Exchange, the following key information is given with respect to the
Subsequent Offering:

· Date on which the terms and conditions of the repair issue were announced: 7
March 2023
· Last day including right: 6 March 2023
· Ex-date: 7 March 2023
· Record date: 8 March 2023
· Maximum number of new shares: 228,800,000 new shares
· Subscription price: NOK 1.00

Advisors:

DNB Markets, part of DNB Bank ASA ("DNB Markets"), Pareto Securities AS,
Sparebank 1 Markets, Skandinavia Enskildabanken AB (Public) Oslo Branch and
Arctic Securities AS are acting as Joint Bookrunners for the Private Placement
(jointly the "Managers").

Fulcrum Advisory Partners LLP ("Fulcrum Partners") provided consultancy services
to the Company in connection with the Refinancing.

Advokatfirmaet Schjødt AS is acting as legal advisor to the Company and
Advokatfirmaet Wiersholm AS is acting as legal advisors to the Managers.

For additional information, please contact:

Dag Skindlo, Chief Executive Officer
Mobile: +47 982 26 624
Email: dag.skindlo@archerwell.com

Espen Joranger, Chief Financial Officer
Mobile: +47 982 06 812
Email: espen.joranger@archerwell.com

Joachim Houeland, Manager Treasury and Investor Relations
Mobile: +47 482 78 748
Email: joachim.houeland@archerwell.com

* * *

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
investment 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 in the Company is subject to
specific legal or regulatory restrictions in certain jurisdictions. Neither the
Company nor the Manager 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. 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 believe 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 their 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.

The Company does not make any guarantee that the assumptions underlying the
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 the 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 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.

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