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.