Item 1.01 - Entry into a Material Definitive Agreement

On January 25, 2023, Valaris Limited (the "Company") entered into an Amendment No. 1 to Support Agreement (the "Amendment") with Famatown Finance Limited ("Famatown") and the other parties thereto. The Amendment amends the Support Agreement dated December 9, 2021 (the "Support Agreement") to, among other things:

(a)provide that Famatown will notify the Company by March 6, 2023 (the "Nomination Deadline") whether Gunnar W. Eliassen (the current Famatown nominee that serves on the board of directors of the Company (the "Board")) will be the Famatown nominee at the 2023 annual general meeting of the Company's shareholders (the "2023 AGM") or whether Famatown wishes to designate another nominee that otherwise meets the qualifications set forth in the Support Agreement, with a commitment by the Company to nominate such nominee at the 2023 AGM subject to such nominee's satisfying the requirements set forth in the Support Agreement for director appointments;

(b)extend the Standstill Period (as defined in the Support Agreement) to the completion of the 2023 AGM and, if Famatown provides the Company notice of its director nominee prior to the Nomination Deadline and such nominee is elected at the 2023 AGM, then the Standstill Period shall be further extended to 30 business days prior to the shareholder nomination deadline for the 2024 annual general meeting of the Company's shareholders, with continued extensions thereafter consistent with the Support Agreement;

(c)provide that, if Famatown does not notify the Company of its director nominee prior to the Nomination Deadline, no Famatown nominee will be proposed at the 2023 AGM; and

(d)provide that, if Mr. Eliassen resigns from the Board prior to the 2023 AGM, Famatown's replacement right under the Support Agreement would not require the Company to appoint a replacement director until the conclusion of the 2023 AGM.

The foregoing description of the Amendment is not complete and qualified in its entirety by the full text of the Amendment, which is filed as Exhibit 10.1 hereto, and the Support Agreement, which was filed as Exhibit 10.1 to the Current Report on Form 8-K dated December 9, 2021.

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Item 9.01 Financial Statements and Exhibits



  (d) Exhibits

       Exhibit No.                Description

                                    Amendment No. 1 to Support Agreement dated as of January 25,
                                  2023, among Valaris Limited, Famatown Financial Limited and the
          10.1                    other parties thereto.
           101                    Interactive data files pursuant to Rule 405 of Regulation S-T
                                  formatted in inline Extensible Business Reporting Language
           104                    Cover Page Interactive Data File (formatted as inline XBRL and
                                  contained in Exhibit 101)




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