NODL – Company update

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 Northern Drilling Limited’s (the “Company“) stock exchange announcement made 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 between the Company’s wholly owned subsidiaries West Aquila Inc. and West Libra Inc. and Hanwha Ocean Co., Ltd. (“Hanwha“) (together, the “Appeals Process“). Reference is further made to the Company’s stock exchange announcement made on 24 October 2023 regarding a private placement of new shares, raising gross proceeds of up to USD 3.5 million (the “Private Placement“).

The Appeals Process is still ongoing, and the final ruling concerning whether the Company will be granted leave to appeal is expected before the end of Q2 2024, and a ruling on the merits (subject to leave being granted) also expected before the end of Q2 2024.

As previously disclosed, the Company’s board of directors is of the opinion that the Company will need more funding for the Appeals Process and the Company intends to raise such capital in several equity transactions, of which the Private Placement which closed on 7 November 2023, was the first.

In relation to the arbitration proceedings ongoing between West Cobalt Inc., a wholly owned subsidiary of the Company, and Hanwha, these are still in its early stages. These proceedings will also require separate and further funding (unless the Company is successful in the Appeals Process), and it is not possible at this early stage to give any indication of timing of an award.

The Company will, in due course and as long as it remains a listed entity, inform the markets regarding its planned financing activities, as well as the developments in both the Appeals Process and the arbitration proceedings concerning West Cobalt Inc.

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.

NODL – SGM Results Notification

Northern Drilling Ltd. (the “Company“) advises that a Special General Meeting of the shareholders of the Company was held today on 9 January 2024 at 09:00 hours at Par-la-Ville Road, Hamilton, HM08, Bermuda (the “SGM“).

Reference is made to the press release by the Company on 13 December 2023 regarding the SGM and associated information, proposing to consider and approve the delisting of the Company’s shares from Oslo Børs (the “Proposal“).

The Company hereby announces that the shareholders of the Company approved the Proposal at the SGM with a majority of 97.96%. Consequently, the Company will proceed with a formal application to Oslo Børs to consider the delisting of the Company’s shares from Oslo Børs, in accordance with Rule Book II, Section 2.11.2 (3).

9 January 2024

The Board of Directors
Northern Drilling Ltd.
Hamilton, Bermuda

NODL – Last day of the offer period under the mandatory offer

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA, JAPAN, HONG KONG, SOUTH AFRICA, AUSTRALIA, NEW ZEALAND, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Reference is made to the stock exchange announcement by Northern Drilling Ltd (“Northern Drilling“) on 7 December 2023 regarding the mandatory offer by Hemen Holding Limited (“Hemen“) to acquire all outstanding shares in Northern Drilling at an offer price per share of NOK 0.125 (the ” Offer“).

The offer period for the Offer expires today, 5 January 2024 at 16:30 CET. The offer period is not subject to any extension.

The offer document for the Offer (the “Offer Document“) is, subject to regulatory restrictions in certain jurisdictions, available at www.sb1markets.no/transaksjoner/. The Offer Document may also be obtained free of charge during ordinary business hours at the offices of the receiving agent, SpareBank 1 Markets AS, Olav Vs gate 5, 0161 Oslo, Norway, phone: +47 24 14 74 00, e-mail: offering@sb1markets.no. Shareholders who wish to accept the Offer must fill out and return the acceptance form, which is appended to the Offer Document, prior to 16:30 (CET) today, and in accordance with procedures set out in the Offer Document.

For further information, please contact:

Scott McReaken, CEO
Phone: +1 832 509 7191
Email: scott.mcreaken@northerndrilling.com

Important notice

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

It may be unlawful to distribute this announcement in certain jurisdictions. This announcement is not for distribution in Australia, Canada, the Hong Kong special administrative region of the People’s Republic of China, Japan, South Africa, the United States or to any other jurisdiction where such distribution would be unlawful. The information in this announcement does not constitute an offer of securities for sale in such jurisdictions. 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. This announcement does not constitute an offer for sale of, or a solicitation of an offer to purchase or subscribe for, any securities in the United States.

Neither Hemen, Northern Drilling nor any of their advisors and/or any of their affiliates or any of their respective directors, officers, employees, advisers, agents or any other person(s) accept any responsibility or liability whatsoever for, or make any representation or warranty, express or implied, as to the accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating the Offer, Hemen or Northern Drilling.

Offer Restrictions

The distribution of the Offer Document and the making of the Offer may in certain jurisdictions (“Restricted Jurisdictions“) be restricted by law. Therefore, persons obtaining the Offer Document or into whose possession the Offer Document otherwise comes, are required to, and should inform themselves of and observe, all such restrictions. Hemen and SpareBank 1 Markets AS do not accept or assume any responsibility or liability for any violation by any person whomsoever of any such restriction.

The Offer Document is not directed to persons whose participation in the Offer requires that further offer documents are issued or that registration or other measures are taken, other than those required under Norwegian law. No document or materials relating to the Offer may be distributed in or into any jurisdiction where such distribution or offering requires any of the aforementioned measures to be taken or would be in conflict with any law or regulation of such a jurisdiction. In the event of such distribution or offering still being made, an Acceptance Form sent from such a country may be disregarded.

The Offer Document does not represent an offer to acquire or obtain securities other than Northern Drilling shares. The Offer is not open to any Northern Drilling shareholder in any jurisdiction in which it is unlawful for any person to receive or accept the Offer. No action has been taken to permit the distribution of the Offer in any jurisdiction where action would be required for such purposes (except Norway).

The Offer is not being made and will not be made, directly or indirectly, in or into the Restricted Jurisdictions. The Offer Document, and any and all materials related thereto, should not be sent or otherwise distributed in or into the Restricted Jurisdictions, and the Offer cannot be accepted by any such use, means or instrumentality, in or from within Restricted Jurisdictions. Accordingly, copies of the Offer Document and any related materials are not being, and must not be, sent or otherwise distributed in or into or from any Restricted Jurisdiction or, in their capacities as such, to custodians, trustees or nominees holding shares in Northern Drilling for persons in any Restricted Jurisdictions, and persons receiving any such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from any Restricted Jurisdiction. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions will be invalid.

NODL – Conclusion of independent statement related to the voluntary offer by Hemen Holding Limited for the shares in Northern Drilling Ltd.

29 December 2023 – Reference is made to the stock exchange announcement made on
7 December 2023 where it was announced that Oslo Børs had approved an offer
document for Hemen Holding Ltd.’s (“Hemen”) mandatory offer for all of the
issued and outstanding shares in (the “Shares”) in Northern Drilling Ltd.
(“NODL”).

Oslo Børs, in its capacity as take-over supervisory authority, has decided that
the statement on the offer pursuant to section 6-16 of the Norwegian Securities
Trading Act shall be issued by an independent expert and not by the Board of
Directors of NODL, and that such statement can be issued by KWC AS (“KWC”) on
behalf of the Company.

KWC has issued their statement on the Offer and has in the statement concluded
that the “the Offer Price of NOK 0.125 per share is in line with a Fair Market
Value for 100% of NODL.”. However, this Statement is not intended to be and
shall not constitute or be construed as a recommendation to individual
shareholders of NODL, as to whether to accept the offer from Hemen or not, and
each shareholder remains solely responsible for their own decisions based on
their own circumstances.

NODL recommends that shareholders study the offer document and draw their own
conclusions. Furthermore, NODL recommends that shareholders seek advice from
professional advisers with respect to tax and other consequences of accepting or
not accepting the offer.

The full statement from KWC  can be found on the following link:

Fairness opinion

For further information, please contact:

Scott McReaken, CEO
Phone: +1 832 509 7191
Email: scott.mcreaken@northerndrillingltd.com

NODL – Approval and publication of prospectus

Bermuda, 18 December 2023: Reference is made to the stock exchange announcements published by Northern Drilling Ltd. (“Northern Drilling” or the “Company“) on 8 November 2023 regarding the issuance of 313,600,000 new shares allocated in a private placement and 23 November 2023 regarding the issuance of 18,433,188 new shares in a subsequent offering (jointly, the “New Shares“).

The Financial Supervisory Authority of Norway (Nw: Finanstilsynet) has today, on 18 December 2023, approved a prospectus prepared by the Company in connection with the listing of the New Shares (the “Prospectus“). The Prospectus has been prepared for the purpose of listing the New Shares only. Consequently, no securities are being offered under the Prospectus.

The Prospectus will be made available at the Company’s website (https://www.northerndrillingltd.com) and in the attached document. Following publication of the Prospectus, the New Shares are tradeable on Oslo Børs. Following the ordinary settlement procedures in VPS, the New Shares will be registered on the Company’s ordinary ISIN BMG6624L1090.

Prospectus – New shares

For further information, please contact:

Scott McReaken, CEO

Tel: +1 (832) 509-7191

This information is published in accordance with the disclosure requirements pursuant to section 4.5 (1) of Oslo Rule Book II and section 5-12 of the Norwegian Securities Trading Act.

NODL – Special General Meeting to Consider Delisting

Oslo, 13 December 2023 – Reference is made to the announcement made by Northern Drilling Ltd. (the “Company“) on 7 December 2023 regarding the launch of a mandatory offer in the Company (the “Mandatory Offer“). In said announcement, it was stated that Hemen Holding Limited aims to delist the Company’s shares from Oslo Børs upon completion of the Mandatory Offer. The Company hereby advises that a Special General Meeting of the Company will be held on 9 January 2024 to consider and approve the delisting of the Company’s shares from Oslo Børs. The record date for voting at the Special General Meeting is set to 12 December 2023. A copy of the notice of the Special General Meeting and associated information can be found at our website https://www.northerndrillingltd.com and in the following link:

SGM notice and Proxy

The Board of Directors
Northern Drilling Ltd.
Hamilton, Bermuda

NODL: New share capital registered

Reference is made to the stock exchange announcement by Northern Drilling Ltd. (the “Company”) on 13 November 2023, which announced the final result of the subsequent offering in the Company and allocation of 18,433,188 new shares at a subscription price of NOK 0.125 per share (the “New Shares“). The New Shares have now been registered in the Company’s Register of Members as duly issued. The 18,433,188 New Shares have been issued on a separate ISIN in the VPS and will not be listed and tradable on Oslo Børs until the publication of a listing prospectus to be approved by the Financial Supervisory Authority of Norway.

Following issuance of the New Shares, the Company has an issued share capital of USD 3,513,810.11, divided into 351,381,011 shares, each with a par value of USD 0.01.

This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.

NODL: Final result of subsequent offering and allocation of shares

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG, SWITZERLAND 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.

13 November 2023: Reference is made to the stock exchange announcement published by Northern Drilling Limited (the “Company”) on 1 November 2023 regarding the subsequent offering (the “Subsequent Offering) of up to 32,000,000 new shares in the Company (the “Offer Shares”) at a subscription price of NOK 0.125 per Offer Share (the “Offer Price”), and the stock exchange announcement published by the Company on 7 November 2023 regarding the results of the Special General Meeting in the Company held on the same date.

The subscription period for the Subsequent Offering (the “Subscription Period”) expired Friday 10 November 2023 at 16:30 CET.

The Company’s board of directors has resolved to allocated and issue 18,433,188 Offer Shares at the Offer Price based on and in accordance with the allocation criteria for the Subsequent Offering.

The Offer Shares are expected to be delivered to the subscribers’ VPS accounts on or about 15 November 2023.

Notifications of allocated Offer Shares in the Subsequent Offering and the corresponding amount to be paid by each subscriber will be set out in a separate allocation letter to each subscriber. The notifications are expected to be sent today, 13 November 2023. The deadline for payment for the Offer Shares is 15 November 2023. The Manager (as defined below) may be contacted for information regarding allocation, payment and delivery of Offer Shares in the Subsequent Offering.

Listing of the Offer Shares requires a listing prospectus, and the Offer Shares will thus 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 Offer Shares will not be listed or tradeable on Oslo Børs until the listing prospectus has been approved by the NFSA and been published by the Company.

Following the registration of the Offer Shares, the Company’s share capital will be USD 3,513,810.11, divided into 351,381,011 shares, each with a par value of USD 0.01.

SpareBank 1 Markets AS is acting as sole manager for the Subsequent Offering. Advokatfirmaet Schjødt AS is acting as legal advisor to the Company.

For further information, please contact:

Scott McReaken, CEO

Tel: +1 (832) 509-7191

This stock exchange announcement was published by Scott McReaken, CEO, on 13 November 2023 at 20.52 CET.

Important information:

The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan, Hong Kong, Switzerland or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, does not purport to be full or complete and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction where such offer of solicitation is unlawful. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), or under the applicable securities laws of Australia, Canada or Japan. The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.

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.

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 expression “Prospectus Regulation” means Regulation (EU) 2017/1129 (together with any applicable implementing measures in any Member State).

In the United Kingdom, this communication is only addressed to and is only directed at “qualified investors” within the meaning of Regulation (EU) 2017/1129 as it forms part of the laws of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (including any statutory instruments made in exercise of the powers conferred by such act) who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement 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.

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 “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intends”, “may”, “should”, “will” 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. 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 announcement is made by, and is the responsibility of, the Company. The Manager is acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. The Manager and its affiliates disclaim 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 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.

Neither the Manager nor any of its affiliates make any representation or warranty, express or implied, as to the accuracy and completeness of this announcement (or whether any information has been omitted from the announcement) or as to 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, and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein. 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. Neither the Manager nor any of its affiliates accept any liability arising from the use of this announcement.

In connection with any offering of the shares, the Manager and any of its affiliates acting as an investor for their own account may take up as a principal position in any shares and in that capacity may retain, purchase or sell for their own accounts such shares. In addition, they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of shares. They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

 

 

NODL: New share capital registered

Reference is made to the stock exchange announcement by Northern Drilling Ltd. (the “Company”) on 25 October 2023, which announced the successful conditional placement of 313,600,000 new shares at a subscription price of NOK 0.125 per share (the “Private Placement”). Reference is further made to the stock exchange announcement made by the Company on 8 November 2023 that the shares allocated in the Private Placement (the “New Shares”) had been issued.

The New Shares have now been registered in the Company’s Register of Members as duly issued. The 313,600,000 New Shares have been issued on a separate ISIN in the VPS and will not be listed and tradable on Oslo Børs until the publication of a listing prospectus to be approved by the Financial Supervisory Authority of Norway. Following issuance of the New Shares, the Company has 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.

This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.

 

NODL – SGM Results Notification

Northern Drilling Ltd. (the “Company”) advises that a Special General Meeting of the Shareholders of the Company was held on 7 November 2023 at 09:00 hrs at 14 Par-la-Ville Road, Hamilton, HM08, Bermuda (the “Meeting”).

Reference is made to the press release by the Company on 23 October 2023 regarding the Meeting and associated information, proposing the reorganization of the Company’s share capital (the “Proposal”).

The Company hereby announces that the Shareholders of the Company approved the Proposal at the Meeting. Consequently, the share capital has been reduced from US$1.00 to US$0.01.

Reference is made to the Company’s press release dated 25 October 2023, which announced the successful conditional placement of 313,600,000 new shares at a subscription price of NOK 0.125 per share (the “Private Placement“). Furthermore, on 1 November 2023, the Company commenced the subscription period for a subsequent offering of up to 32,000,000 new shares (the “Subsequent Offering“). The completion of both the Private Placement and the Subsequent Offering was contingent upon the approval of a share capital reduction by the Company’s Special General Meeting. Following the resolution to reduce the share capital, both the Private Placement and the Subsequent Offering are now unconditional.

November 7, 2023

The Board of Directors
Northern Drilling Ltd.
Hamilton, Bermuda