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.

Reference is made to the stock exchange announcement made by Northern Drilling
Ltd. (the "Company") on 19 October 2023 regarding an update on the Company's
financing situation and its intention to appeal on a point of law and to
challenge on grounds of serious irregularity the arbitration tribunal's awards
in the arbitration proceedings with Hanwha Ocean Co., Ltd. (together, the
"Appeals Process"). In said announcement, the Company advised that it requires
funds to pursue the Appeals Process. It was also announced that, as a general
rule, there are limited grounds to appeal arbitration awards, and permission of
the court will be required for an appeal on a point of law to be made. 

The Company is hereby announcing that it is contemplating a private placement
(the "Private Placement") of new shares (the "Offer Shares"), raising gross
proceeds of up to USD 3.5 million. The Private Placement is directed solely
towards existing shareholders of the Company and subject to and in compliance
with applicable exemptions from relevant prospectus or registration
requirements. The Company has engaged SpareBank 1 Markets AS to act as its sole
manager and bookrunner in the Private Placement (the "Manager"). 

The net proceeds from the Private Placement will be used to partly fund costs
associated with the Appeals Process. The Board is of the opinion that the
Company will need more funding for the Appeals Process, and intends to raise
such capital in several equity transactions, of which the Private Placement is
the first. A court decision on the challenge on grounds of serious irregularity
and on whether to grant permission to appeal on a point of law is, at this early
stage, anticipated to be in the first quarter of 2024 and if permission to
appeal on a point of law is granted, the final decision on the appeal is
expected in the second or third quarter of 2024.

The subscription price will be set through an accelerated bookbuilding process.
The application period for the Private Placement will start today, 24 October
2023 at 09:00 (CEST) and is expected to close no later than 25 October 2023 at
16:30 (CEST). The Company reserves the right to close or extend the application
period at any time at its sole discretion, at short notice. The minimum order
size and allocation in the Private Placement will be the NOK equivalent of EUR
100,000, provided that the Company may, at its sole discretion, offer and
allocate an amount below EUR 100,000, pursuant to any applicable exemptions from
applicable prospectus requirements being available.

The Company's largest shareholder, Hemen Holding Ltd. ("Hemen"), is supportive
of the transaction and intends to subscribe for at least its pro-rata
shareholding of approx. 40.63%.
Allocation of Offer Shares will be made at the discretion of the Company's Board
of Directors in consultation with the Manager after expiry of the application
period, subject to any shortening or extension of the application period.

The payment date and delivery date of the Offer Shares is expected to be on or
about 9 November 2023, which is the date after the Company is scheduled to
convene a Special General Meeting ("SGM") resolving to reduce the par value of
the Company's shares from USD 1 to USD 0.01. Consequently, any Offer Shares will
be issued with a par value of USD 0.01.

Completion of the Private Placement is conditional upon the necessary corporate
resolutions being validly made by the Company, including without limitation
approval by the Company's Board of Directors, the Offer Shares having been fully
paid and validly issued, and the approval by the SGM of the proposed reduction
of the par value of the Company's shares. The Company and the Manager reserve
the right, at any time and for any reason, to cancel and/or modify the terms of
the Private Placement.

Listing of the Offer Shares in the Private Placement will require a listing
prospectus. Consequently, the Offer Shares will be registered under a separate
ISIN pending approval and publication of a listing prospectus by the Norwegian
Financial Supervisory Authority (the "NFSA") and the Offer Shares will not be
listed or tradable on Oslo Børs until such listing prospectus has been approved
by the NFSA and been published by the Company.

The Company has considered the Private Placement in light of the equal treatment
obligations under applicable regulations and 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 may, subject to completion of the Private Placement, consider
conducting a subsequent share offering of new shares (the "Subsequent
Offering"). If carried out, the size and structure of the Subsequent Offering
shall be in line with market practice. The Company reserves the right in its
sole discretion to not conduct or cancel the Subsequent Offering.

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and was published by Scott McReaken, CEO of the Company,
on 24 October 2023 at 07:30 (CEST).

Contacts: 
Scott McReaken, CEO
+1 (832) 509 7191

Additional information about the Company can be found at:
http://www.northerndrillingltd.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.