DOLPHIN DRILLING AS - SUCCESSFUL COMPLETION OF PRIVATE PLACEMENT

30 May 2025 17:05 CEST

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OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN
OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Oslo, 30 May 2025: Reference is made to previous stock exchange announcements
made by Dolphin Drilling AS ("DDRIL" or the "Company") regarding a
contemplated private placement (the "Private Placement") of new shares in the
Company (the "Offer Shares"). The Company is pleased to announce that it has
successfully placed the Private Placement for gross proceeds of approximately
NOK 297,644,400 million, equivalent of approximately USD 29 million, through
the conditional allocation of 29,764,440,000 Offer Shares at a subscription
price per share of NOK 0.01 (the "Offer Price"). The transaction received
strong support from existing shareholders and other investors, and was
oversubscribed.

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 (together, the "Managers"). Wikborg Rein Advokatfirma AS
serves as legal counsel to the Company.

Dolphin Drilling's Chairman, Ronny Bjørnådal commented: "We are very pleased
with the strong support shown by our stakeholders throughout this process,
including our existing lenders and banks, and existing shareholders. With the
addition of financing from new institutions, Dolphin Drilling now has a more
conservative balance sheet, a solid liquidity situation and a robust financial
runway. This will allow the company to continue to focus on operational
delivery, securing additional backlog for its operational units and securing
an attractive contract for its warm-stacked rig, Borgland Dolphin, which is
ready to work at a short notice."

Jon Oliver Bryce, Dolphin Drilling CEO, commented: "The securing of our new
refinance solution is a very welcome development for the company and one which
will allow us to concentrate on delivering the day job, whilst also evaluating
accretive growth opportunities. With the support of the company's major
shareholders, in particular, we have a strong platform from which we will
optimise market opportunities and create value."

The Company continues to see a clear trend towards improved market conditions
on both the Norwegian and UK continental shelves in the North Sea, where there
is increased activity in both new and existing fields. This, combined with an
all-time low in rig supply, is creating an increasingly tight market situation
which Dolphin Drilling can capitalise on.

"We are currently seeing a revamp of the oil and gas industry. More and more
countries and decision makers have come to the realization, that we still need
oil and gas to keep the world economy running. In the last decade we have seen
major under investments in the oil and gas sector. This is now changing, and
Dolphin Drilling is well positioned to take part in this upturn", said
Bjørnådal.

The net proceeds to the Company from the Private Placement and the Refinancing
(as defined below) will be used for repayment of the Shareholder Loan (as
defined below), Special Periodic Survey for PBLJ, payments of accounts
payables and general corporate purposes, including transaction costs.

Svelland Capital Master Fund ("Svelland"), B.O. Steen Shipping AS ("BO") and
Bjørnådal Invest AS and certain other investors (collectively referred to as
the "Pre-committing Investors"), had pre-committed to apply for Offer Shares
at the Offer Price for NOK 235,064,720, equal to approximately USD 23.2
million.

A pre-commitment fee equal to 10 % of the pre-committed amount will be payable
by the Company to the Pre-committing Investors in the form of 2,350,647,200
new shares in the Company (the "Commission Shares").

Certain primary insiders of the Company and their close associates have been
allocated Offer Shares and will subscribe for Commission Shares at the Offer
Price as follows:

* BI, a close associate of chair of the board and primary insider Ronny
Bjørnådal, was allocated 481,274,750 Offer Shares and will subscribe for
48,127,475 Commission Shares;
* BO, a close associate of board member and primary insider Bertel Steen, was
allocated 4,812,747,500 Offer Shares and will subscribe for 478,741,725
Commission Shares;
* the Company's CEO, Jon Oliver Bryce, was allocated 25,000,000 Offer Shares;
* Golfnyc AS, a close associate of the Company's CFO and primary insider
Ingolf Gillesdal, was allocated 25,000,000 Offer Shares;
* the Company's COO, Johan Finnestad, was allocated 20,000,000 Offer Shares;
and
* the Company's CTO, Per Vangsgaard, was allocated 15,000,000 Offer Shares.

Detailed statutory information on the above trades will be disclosed
separately following approval of the Private Placement by the EGM.

The issuance of Offer Shares and the Commission Shares will be subject to
approval by an extraordinary general meeting of the Company expected to be
held on or about 17 June 2025 (the "EGM").

Following the necessary resolutions by the EGM and the registrations thereof,
including the issuance of the Offer Shares, the Commission Shares and the
thereto related share capital decrease, the Company will have a share capital
of NOK 324,069,772.99 divided into 32,406,977,299 shares, each with a nominal
value of NOK 0.01.

Refinancing

In connection with consummation of the Private Placement, the Company and its
subsidiaries will complete a refinancing of the group's debt structure (the
"Refinancing") consisting of inter alia (i) entering into a binding agreement
with the DDRILL group's existing senior lender regarding changes to the
existing facility agreement with respect to, among other things, provide 12
months amortization relief of approximately USD 20 million (added to balloon
repayment) to the end of the first quarter of 2026 on its existing USD 53
million lending facility, as well as an upsize of USD 6.5 million of existing
facility, (ii) entering into a binding agreement with an international
financial institution regarding a new USD 20 million facility (the "New
Facility") and (iii) the repayment of the existing shareholder loan of a total
of USD 19 million (the "Shareholder Loan").

Settlement and conditions to completion

Settlement of the Offer Shares is expected to take place by delivery of Offer
Shares to the applicant's account in the Euronext Securities Oslo (the "VPS")
on a delivery versus payment (DvP) basis, subject to fulfilment of the
Conditions (as defined below), including the necessary resolutions by the EGM
and the conditions related to the New Facility. DvP settlement of the Offer
Shares is expected to be facilitated through a pre-payment agreement, to be
entered into between the Company and the Managers.

Completion of the Private Placement is subject to: (A) 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 the approval of a share capital reduction to facilitate the
subscription of Offer Shares below the current nominal value of the Company's
shares and an authorisation to issue the Commission Shares, (B) the Company
having confirmed in writing to the Managers that (i) the Company (and/or its
relevant subsidiaries, as the case may be) has (a) entered into 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 Shareholder Loan
being repaid, and (b) entered into a binding agreement with the lender under
the New Facility in all material respects as described in the company
presentation published on 28 May 2025, and (ii) the Company (and/or its
relevant subsidiaries, as the case may be) is in a position 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 reducing the nominal value of the
shares of the Company and the capital increases pertaining to the Offer Shares
with the Norwegian Register of Business Enterprises, and (D) the allocated
Offer Shares being validly issued and registered in Euronext Securities Oslo
(VPS) (jointly, the "Conditions"). The Private Placement will not be completed
if the Conditions set out in item (A) and (B) have not been fulfilled by 31
July 2025 (the "Long-stop Date").

The Conditions relating to the New Facility are expected to be fulfilled on or
around 17 June 2025.

Neither the Managers nor the Company or any of their directors, officer,
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.

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 Private Placement has been diligently considered by the
Board in light of the principles of equal treatment of shareholders under the
Norwegian Private Limited Companies Act, and the Board is of the opinion that
it is in compliance with these principles. The purpose of the Private
Placement is to raise equity capital to meet the DRILL group's acute liquidity
needs, to enable the Refinancing and secure an extended financial runway for
the DDRILL group. Based on significant effort and discussions with
shareholders and other key stakeholders, no other means of raising capital
than an equity raise structured as a private placement, subject to certain
pre-commitments with commission, have been identified as possible in order to
achieve the aforementioned purposes. All other available options for the
Company than the Private Placement have been determined as more value
destructive for the Company's shareholders and other stakeholders. In order to
limit the dilutive effect of the Private Placement and to facilitate equal
treatment, the Board will propose to carry out a subsequent offering directed
towards shareholders who did not participate in the Private Placement (see
details below). The Private Placement and ancillary corporate resolutions,
including the issuance of the Offer Shares and Commission Shares, 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 this basis, the Board is of the opinion that the waiver of the
preferential rights inherent in the Private Placement is in the common
interest of the Company and its shareholders.

To facilitate equal treatment, including to limit the dilutive effect of the
Private Placement and provide shareholders who did not participate in the
Private Placement the opportunity to subscribe for shares at the same price,
the Board proposes that a subsequent offering (the "Subsequent Offering") is
carried out by the issuance of up to 27,803,642,659 new shares, at the Offer
Price, which equals up to NOK 278,036,426.59 million in gross proceeds,
directed at shareholders of the Company as per 30 May 2025 (as registered with
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 "Eligible
Shareholders"). The Eligible Shareholders will receive non-transferrable
subscription rights in the Subsequent Offering. Over-subscription with
subscription rights, as well as subscription without subscription rights, will
not be permitted in the Subsequent Offering. The subscription period for the
Subsequent Offering will commence following the approval and publication of an
offering prospectus, expected during Q3 2025.

The Subsequent Offering will be subject to, inter alia, completion of the
Private Placement, relevant corporate resolutions (including necessary
resolutions by the EGM), prevailing market price and traded volume of the
Company's shares, and approval of an offering prospectus. Further information
on any Subsequent Offering will be provided in a separate stock exchange
release. The Board reserves the right in its sole discretion to not conduct or
to cancel the Subsequent Offering.

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 stock exchange release was published by CFO 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.

This information has been submitted pursuant to the Securities Trading Act §
5-12 and MAR Article 17. The information was submitted for publication at
2025-05-30 17:05 CEST.

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