Author: Olav Sirevåg

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA, JAPAN, HONG KONG, SOUTH AFRICA, NEW ZEALAND, THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Oslo, 7 December 2023 Reference is made to the announcement by Northern Drilling Ltd. (“Northern Drilling“) on 8 November 2023 regarding Hemen Holding Limited (“Hemen” or the “Offeror“) crossing the 50% threshold of the Norwegian Securities Trading Act section 6-6 and thereby being obliged to make a bid for the remaining shares in Northern Drilling (the “Offer“).

Today, Hemen announces the issue of an offer document (the “Offer Document“) and the start of the acceptance period for the Offer.

The Offer Document has been approved by Oslo Stock Exchange in its capacity as take-over supervisory authority. The complete terms and conditions of the Offer, including the procedures for how to accept the Offer, are set out in the Offer Document, which will be made available at www.sb1markets.no/transaksjoner/, subject to regulatory restrictions in certain jurisdictions.

Key terms of the Offer:

• Offer price: NOK 0.125 per share
• Offer period: From and including 8 December 2023 to 5 January 2024 at 16:30 CET (the “Offer Period“)
• Settlement date: No later than 14 calendar days after the expiry of the Offer Period
• Receiving Agent: SpareBank 1 Markets AS
• Hemen aims to delist Northern Drilling upon completion of the Offer

As of the date hereof, Hemen holds 313,971,440 shares in Northern Drilling, representing 89.35% of the shares and votes in Northern Drilling.

The Offer Document will be sent to all shareholders in Northern Drilling as registered in Northern Drillings’ shareholder register in the VPS as of the date of the Offer Document, except to jurisdictions where the offer document may not be lawfully distributed.

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.

Important notice:

The mandatory offer and the distribution of this announcement and other information in connection with the mandatory offer may be restricted by law in certain jurisdictions. When published, the Offer Document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation, Canada, Japan, Australia, Hong Kong, New Zealand, South Africa, and the United States. The Offeror does not assume any responsibility in the event there is a violation by any person of such restrictions. 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 not a tender offer document and, as such, does not constitute an offer or the solicitation of an offer to acquire shares in the Company. Investors may accept the mandatory offer only on the basis of the information provided in the Offer Document. Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in Norway

Reference is made to the announcement by Northern Drilling Ltd (the “Company”) of 25 October 2023, where the Company announced a private placement (the “Private Placement”) of 313,600,000 new shares at a price of NOK 0.125 per new share, conditional upon the approval by the special general meeting (the “SGM”) of the Company of a proposed reduction of the par value of the Company’s shares to USD 0.01 (the “Reduction”). Reference is further made to the announcement by the Company on 7 November 2023 of the approval by the SGM of the Reduction with requisite majority, the effect of which was that the Private Placement became unconditional.

Hemen Holding Limited (“Hemen”) was allocated 306,110,052 New Shares in the Private Placement, and will upon delivery of said new shares hold a total of 313,971,440 shares, corresponding to approx. 94.3% of the shares and votes of the Company following the Private Placement. Upon delivery of the new shares, Hemen will cross the 50% threshold of the Norwegian Securities Trading Act section 6-6, and will have the obligation to make a bid for the purchase of the remaining shares in the Company under Chapter 6 of the Norwegian Securities Trading Act. Hemen intends to make such bid within the four-weeks period from delivery, as set out in the Norwegian Securities Trading Act.

Reference is made to the press release 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 press release by the Company on 7 November 2023 which announced that a Special General Meeting of the Company had resolved to reduce the par value of the Company’s shares from US$1.00 to US$0.01 and that the Private Placement, and the ongoing subsequent offering, was unconditional as a result thereof.

Following this, the board of directors of the Company has resolved to issue the 313,600,000 new shares allocated in the Private Placement (the “Private Placement Shares”).

Listing of the Private Placement Shares will require a listing prospectus. The Private Placement Shares will be registered under a separate ISIN pending approval relevant prospectus authorities and publication by the Company of such prospectus, and the Offer 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.

Northern Drilling Limited (OSE: NODL) (together with its subsidiaries, the “Company”), is pleased to announce that the annual report for the financial year ended 2022 has been approved.

NODL-2022-12-31-EN

Hamilton, Bermuda

28 April, 2023

Additional information about the Company can be found at: http://www.northerndrillingltd.com

Contact Person:

Scott McReaken

CEO

+1 (832) 509-7191

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

Northern Drilling Ltd. (the “Company”) advises that the 2022 Annual General Meeting of the Shareholders of the Company was held on September 30, 2022 at 10:30 a.m. at Par-la-Ville Place, 4th Floor, 14 Par-la-Ville Road, Hamilton Bermuda. The audited consolidated financial statements for the Company for the year ended December 31, 2021 were presented to the Meeting.

In addition, the following resolutions were passed:

1. To set the maximum number of Directors to be not more than eight.

2. To resolve that vacancies in the number of Directors be designated as casual vacancies and that the Board of Directors be authorised to fill such vacancies as and when it deems fit.

3. To re-elect Gary W. Casswell as a Director of the Company.

4. To re-elect Jon Olav Østhus as a Director of the Company.

5. To re-elect Keesjan Cordia as a Director of the Company.

6. To re-elect Marius Hermansen as a Director of the Company.

7. To re-appoint PricewaterhouseCoopers of Oslo, Norway, as auditor and to authorize the Directors to determine their remuneration.

8. To approve remuneration of the Company’s Board of Directors of a total amount of fees not to exceed US$400,000 for the year ended December 31, 2022.

9. To approve an amendment to the bye-laws of the Company.

September 30, 2022

The Board of Directors

Northern Drilling Ltd.

Hamilton, Bermuda

18 February, 2022 – Hamilton, Bermuda

Financial calendar for Northern Drilling Ltd.

FINANCIAL YEAR 2021

29.04.2022 – Annual Report

FINANCIAL YEAR 2022

26.08.2022 – Half-yearly Report

28.04.2023 – Annual Report

31.05.2022 – Annual General Meeting

As part of the Company’s efforts to limit unnecessary expenditure, the Board has resolved to discontinue quarterly interim reporting for the time being. Interim financial reporting will henceforward be limited to half yearly and annual reports.

Any developments with perceived investor relevance or which are otherwise subject to the ongoing reporting obligations of the Oslo Stock Exchange will be reported on an ongoing basis, in line with the Company’s obligations as a listed company.

Recent and historical press releases and other Company materials can be found at www.northerndrillingltd.com

This information is published pursuant to the requirements set out in the Continuing obligations.

Marius Hermansen, board member, has purchased 19,269 shares in Northern Drilling Limited (“NODL”). Following this purchase Marius Hermansen owns 339,303 shares in NODL. The shares were purchased 1 December 2021 at an average purchase price of NOK 12.72.

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

26 Nov, 2021 – Hamilton, Bermuda

Northern Drilling Limited (OSE: NODL) (together with its subsidiaries, the “Company”), today reports unaudited results for the third quarter and nine months ended 30 Sep, 2021.

Please find attached the Interim Financial Information report which will also be made available on the Company’s website.

NODL Q3 2021

Additional information about the Company can be found at: www.northerndrillingltd.com

***

Forward Looking Statements

Matters discussed in this release may contain certain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates, sometimes identified by the words “believes”, “expects”, “intends”, “plans”, “estimates” and similar expressions. The forward-looking statements contained in this release, including assumptions, opinions and views of the Company or cited from third-party sources, are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. The Company does not provide any assurance that that the assumptions underlying such forward-looking statements are free from errors, nor does the Company accept any responsibility for the future accuracy of the opinions expressed in the presentation or the actual occurrence of the forecasted developments. No obligations are assumed to update any forward-looking statements or to conform to these forward-looking statements to actual results.