Dolphin Drilling AS: Private Placement Successfully Completed

10 Apr 2024 23:23 CEST

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.

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