Noble : New Asset Co Limited Announces Extension of Exchange Offer and Consent Solicitation

NOT FOR DISTRIBUTION IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT OR TO PARTICIPATE IN THE EXCHANGE OFFER AND CONSENT SOLICITATION DESCRIBED HEREIN UNDER APPLICABLE SECURITIES LAWS OR OTHERWISE.

THE EXCHANGE OFFER AND CONSENT SOLICITATION DESCRIBED IN THIS ANNOUNCEMENT IS DIRECTED, AND THE SHARES DESCRIBED HEREIN WILL BE TRANSFERRED, ONLY TO NOTEHOLDERS (I) IN THE UNITED STATES WHO ARE QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT IN A PRIVATE TRANSACTION IN RELIANCE ON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND (II) OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" AS DEFINED IN, AND IN RELIANCE ON REGULATION S UNDER THE U.S. SECURITIES ACT (AND IF THEY ARE RESIDENT IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") OR THE UNITED KINGDOM, THEY ARE NOT "RETAIL INVESTORS" IN THE EEA OR THE UNITED KINGDOM) (EACH SUCH NOTEHOLDER, AN "ELIGIBLE HOLDER").

THE SHARES DESCRIBED IN THIS ANNOUNCEMENT ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN A MEMBER STATE OF THE EEA. FOR THE PURPOSES OF THIS PARAGRAPH, A RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU (AS AMENDED, "MIFID II"), (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE 2016/97/EU (AS AMENDED OR SUPERSEDED, THE "INSURANCE DISTRIBUTION DIRECTIVE"), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II, OR (III) NOT A QUALIFIED INVESTOR AS DEFINED IN REGULATION (EU) 2017/1129 (AS AMENDED, THE "PROSPECTUS REGULATION"). CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (AS AMENDED, THE "PRIIPS REGULATION") FOR OFFERING,

SELLING OR DISTRIBUTING THE SHARES OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND, THEREFORE, OFFERING, SELLING OR DISTRIBUTING THE SHARES OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.

Noble New Asset Co Limited Announces Extension of Exchange Offer and Consent Solicitation

August 30, 2023 - Noble New Asset Co Limited (the "Issuer") announces today that it is revising certain dates relating to its exchange offer (the "Exchange Offer") and the consent solicitation (the "Consent Solicitation") relating to its $563,523,751 Tranche B Senior Secured PIK Notes Due 2024 (the "Notes") as follows:

Date/ Event	Current Date	Revised Date
Expiration Time	4:00 p.m. London time on	4:00 p.m. London time on
	September 5, 2023 (unless	September 11, 2023 (unless
	extended in accordance with the	extended in accordance with the
	terms of the Exchange Offer	terms of the Exchange Offer
	and Consent Solicitation	and Consent Solicitation
	Memorandum)	Memorandum)
Settlement Date	Promptly following the	Promptly following the
	Expiration Time. The Issuer	Expiration Time. The Issuer
	currently anticipates this date	currently anticipates this date

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would be September 8, 2023 (which is three Business Days after the date on which the Expiration Time occurs).

would be September 14, 2023 (which is three Business Days after the date on which the Expiration Time occurs).

The adjustments in the dates above are to take into account the recently announced dividend on the Shares and to avoid any issues with the record date and settlement date of the Exchange Offer and the dividend record date. The full amount of any dividend received on the Shares by the Issuer will be applied in prepayment of the Notes.

The Exchange Offer is made on the terms and subject to the conditions contained in the exchange offer and consent solicitation memorandum dated August 7, 2023 (the "Exchange Offer and Consent Solicitation Memorandum"), including the offer and distribution restrictions contained therein. This announcement should be read in conjunction with the Exchange Offer and Consent Solicitation Memorandum. Capitalised terms used but not defined in this announcement have the meanings given to them in the Exchange Offer and Consent Solicitation Memorandum.

The above times and dates are subject to the right of the Issuer to extend, re-open, amend and/or terminate the Exchange Offer (including the timing of the Expiration Time and the Settlement Date (subject to applicable law, the Trust Deed and/or as provided in the Exchange Offer and Consent Solicitation Memorandum)).

Full details of the Exchange Offer and the Consent Solicitation are set out in the Exchange Offer and Consent Solicitation Memorandum, which Noteholders can obtain from Kroll Issuer Services Limited. Requests for copies of the Exchange Offer and Consent Solicitation Memorandum should be directed to: Kroll Issuer Services Limited, [phone], [e-mail].

DISCLAIMER

This announcement must be read in conjunction with the Exchange Offer and Consent Solicitation Memorandum, which contains important information which should be read carefully before any decision is made with respect to the Exchange Offer and/or Consent Solicitation. If any Noteholder is in any doubt as to the action it should take, such Noteholder should seek its own financial advice, including as to any tax consequences, from its stockbroker, bank manager, legal adviser, accountant or other independent financial, legal or other professional adviser. Any investor whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Exchange Offer and Consent Solicitation.

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