SHELF DRILLING, LTD. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTOTHE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANYSTATE OF THE UNITED STATES OF AMERICA AND THEDISTRICT OF COLUMBIA ) (THE "UNITED STATES "),AUSTRALIA ,CANADA , THEHONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA ORJAPAN , 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. PRESS RELEASESHELF DRILLING : SUCCESSFUL COMPLETION OF PRIVATE PLACEMENTDubai ,January 31, 2023 : Reference is made to the stock exchange announcement published byShelf Drilling, Ltd. ("Shelf Drilling " or the "Company", OSE: SHLF) onJanuary 31, 2023 , regarding a contemplated private placement (the "Private Placement") of up to 17,636,876 common shares in the Company.Shelf Drilling is pleased to announce that the Private Placement has been successfully placed through an allocation of new 17,636,876 offer shares (the "Offer Shares ") at a subscription price ofNOK 26.50 per Offer Share, which will raise gross proceeds to the Company ofNOK 467 million . The Private Placement which was significantly oversubscribed took place through an accelerated bookbuilding process managed byDNB Markets , a part ofDNB Bank ASA acting as sole global coordinator and joint bookrunner (the "Sole Global Coordinator"), and Clarksons Securities AS andFearnley Securities AS acting as joint bookrunners (together with the Sole Global Coordinator, the "Managers"). The net proceeds from the Private Placement will be used for general corporate purposes, including capex requirements associated with multiple recent long-term contract awards secured by the Company. The Private Placement and the allocation of the Offer Shares were resolved by the Company's board of directors (the "Board") following advice from the Managers after the bookbuilding process was completed. Completion of the Private Placement is subject to the following conditions: (i) the allocatedOffer Shares having been fully paid (facilitated by the Prefunding Agreement (as defined below)) and (ii) the issuance of the Offer Shares in theNorwegian Central Securities Depository ("VPS") having taken place. Notification of allocation, including settlement instructions are expected to be distributed by the Managers on or aboutFebruary 1, 2023 . Settlement of the Offer Shares will take place on a delivery versus payment ("DVP") basis on or aboutFebruary 3, 2023 and will be facilitated by a prepayment agreement entered into betweenShelf Drilling and the Managers (the "Prefunding Agreement"). The Managers have entered into customary lock-up arrangements from the settlement date of the Private Placement withShelf Drilling for 90 days and withShelf Drilling's executive management for 90 days. Following registration of the share capital increase pertaining to the Private Placements in the register of members in theCayman Islands ,Shelf Drilling will have 194,005,643 common shares outstanding, each with a par value ofUSD 0.01 , while the number of authorized shares will be 234,063,473. The Company has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and the rules on equal treatment under Oslo Rule Book II for companies listed on theOslo Stock Exchange and theOslo Stock Exchange's Guidelines on the rule of equal treatment, and the Board is of the opinion that the contemplated transaction is in compliance with these requirements and guidelines. Taking into consideration the time, costs and expected terms of alternative methods of securing the capex desired funding, the Board has concluded that offering new shares in a private placement on acceptable terms at this time is in the common interest of the shareholders of the Company. In reaching this conclusion the Board has among other things considered the discount to the market price of the Company's shares by end of closing prior to launch of the Private Placement and compared to 15-day VWAP for the share, the limited increase of the share capital represented by the Private Placement and the necessity for the Company to cover its capex costs. In accordance with the above, the Board has also considered whether it is necessary to implement a subsequent offering in order to further justify the different treatment inherent in the Private Placement. The Board noted in this respect that (i) the discount to the last trading price is fairly limited and that the subscription price is in line with the 15-day VWAP for the share, (ii) that existing shareholders were only allocated approximately 30% of the Private Placement and that (iii) the Private Placement was broadly marketed in order to ensure that the subscription price was market based. On this basis, the Board has concluded not to implement a "subsequent offering /repair issue". AdvisorsDNB Markets , a part ofDNB Bank ASA is acting as sole global coordinator and joint bookrunner, and Clarksons Securities AS andFearnley Securities AS are acting as joint bookrunners in connection with the Private Placement.Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in connection with the Private Placement. For further information, please contact investor.relations@shelfdrilling.com. AboutShelf Drilling Shelf Drilling is a leading international shallow water offshore drilling contractor with rig operations acrossMiddle East ,Southeast Asia ,India ,West Africa , the Mediterranean and theNorth Sea .Shelf Drilling was founded in 2012 and has established itself as a leader within its industry through its fit-for-purpose strategy and close working relationship with industry leading clients. The company is incorporated under the laws of theCayman Islands with corporate headquarters inDubai, United Arab Emirates . The company is listed on theOslo Stock Exchange under the ticker "SHLF". Additional information aboutShelf Drilling can be found at www.shelfdrilling.com. IMPORTANT NOTICES 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. Neither the Managers nor or any of their 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 theShelf Drilling, Ltd. (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 fromthe United States (including its territories and possessions, anyState of the United States and theDistrict 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 inthe United States or in any other jurisdictions. The securities referred to in this announcement have not been and will not be registered under theU.S. Securities Act, and may not be offered or sold inthe United States absent registration with theU.S. Securities and Exchange Commission or an exemption from, or in a transaction not subject to, the registration requirements of theU.S. Securities Act and in accordance with applicableU.S. state securities laws. The Company does not intend to register any securities referred to herein inthe United States or to conduct a public offering of securities inthe United States . This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of theEuropean Parliament and of the Council of14 June 2017 (the "EU Prospectus Regulation") (together with any applicable implementing measures in any Member State). All of the securities referred to in this announcement has been offered by means of a set of subscription materials provided to potential investors, except for the subsequent repair offering which will be made on the basis of a listing and offering prospectus. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription materials or for the subsequent repair offering, the prospectus. 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. This communication is only being distributed to and is only directed at persons in theUnited Kingdom that are "qualified investors" within the meaning of the EU Prospectus Regulation as it forms part of English law by virtue of theEuropean 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 be engaged in only 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 affiliates are acting exclusively for the Company and no-one else in connection with the transactions described in this announcement. They will not regard any other person as their respective clients in relation to the transactions described in this announcement 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 transactions described in this announcement, the contents of this announcement or any transaction, arrangement or other matter referred to herein. In connection with the transaction described in this announcement, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities of the Company or related investments in connection with the transactions described in this announcement or otherwise. Accordingly, references in any subscription materials to the securities 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, the Managers and any of their 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, 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 is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and Section 5-12 the Norwegian Securities Trading Act. Thisstock exchange announcement was published byPrerna Nandwani , Senior Manager - Corporate Communications, at the date and time as set out above.
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