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 release by Northern Drilling Ltd. (the
"Company") on 24 October 2023 regarding the intention to carry out a private
placement (the "Private Placement") of new shares in the Company. Reference is
further made to the stock exchange announcement made by 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").

The Company today announces that the Private Placement has been successfully
placed, and that it has conditionally allocated 313,600,000 new shares (the "New
Shares") at a subscription price per New Share of NOK 0.125 (the "Subscription
Price"), raising approx. NOK 39.2 million in gross proceeds. The completion of
the Private Placement and allocation and subscription of shares remain subject
to the approval by a special general meeting ("SGM") of the Company of a
proposed reduction of the par value of the Company's shares to USD 0.01. The SGM
is scheduled to be held on 7 November 2023. 

Subject to completion, the net proceeds from the Private Placement will be used
to partly fund costs associated with the Appeals Process. The Company's board of
directors (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 following the Private Placement. 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. 

Notification of conditional allocation and settlement instructions for the
Private Placement are expected to be issued by the Manager (as defined below) to
applicants on 26 October 2023.
Settlement of the New Shares allocated in the Private Placement is expected to
take place on or about 9 November 2023 on delivery versus payment basis by
delivery of New Shares.
 
Listing of the New Shares will require a listing prospectus. The New Shares will
be registered under a separate ISIN pending approval by the Financial
Supervisory Authority of Norway (the "NFSA"), and publication by the Company, of
such prospectus, and the New Shares will not be listed or tradeable on Oslo Børs
until the prospectus has been approved by the NFSA and been published by the
Company.

Following issuance of the New Shares and the SGM, the Company will have an
issued share capital of USD 3,329,478.23 divided into 332,947,823 ordinary
shares, each with a nominal value of USD 0.01. 
The Company's largest shareholder, Hemen Holding, was allocated 306,110,052 New
Shares, and will, subject to completion of the Private Placement, hold
313,971,440 shares, corresponding to approx. 94.3% ownership following the
Private Placement. Completion of the Private Placement will consequently lead to
Hemen crossing the mandatory offer threshold. In said case, Hemen has advised
the Company that it intends to make an announcement pursuant to the Norwegian
Securities Act section 6-8 to the effect that it will make a mandatory offer
pursuant to the Norwegian Securities Act chapter 6.

The Board, together with the Company's management and SpareBank 1 Markets AS
(the "Manager"), has considered various transaction alternatives to secure new
financing. Based on an overall assessment, considering inter alia the need for
funding, execution risk and possible alternatives, the Board has on the basis of
careful considerations decided that the Private Placement is the alternative
that best protects the Company's and the shareholders' joint interests. Thus,
the waiver of the preferential rights inherent in a directed share capital
increase through issuance of new shares is considered necessary.

The Board will consider carrying out a subsequent offering of up to 32,000,000
new shares towards the Company's shareholders as of 25 October 2023 (as
documented by the shareholder register in the Norwegian Central Securities
Depository (VPS) as of the end of 27 October 2023) who i) are registered as
holder of less than 150,000 shares; (ii) not allocated shares in the Private
Placement; and (iii) are not resident in a jurisdiction where such offering
would be unlawful, or for jurisdictions other than Norway, would require any
filing, registration or similar action (the "Subsequent Offering"). The
subscription price in the Subsequent Offering will be equal to the subscription
price in the Private Placement. The Subsequent Offering is subject to the
prevailing market price of the Company's shares following the Private Placement.
The Board may decide that the Subsequent Offering will not be carried out in the
event that the Company's shares trade below the subscription price in the
Subsequent Offering at adequate volumes.
 
SpareBank 1 Markets AS acted as sole bookrunner in the Private Placement.
Advokatfirmaet Schjødt AS acted as legal advisor to the Company in the Private
Placement. 
This information is published in accordance with the requirements of Euronext
Rule Book II, and published by Scott McReaken, CEO of Northern Drilling Ltd. on
25 October 2023 at 23:15 (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
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 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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