NORTHERN OCEAN LTD. THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INCANADA ,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. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.19 June 2024 .Northern Ocean Ltd. ("Northern Ocean " or the "Company") has engagedDanske Bank (Norwegian Branch),DNB Markets (a part ofDNB Bank ),Pareto Securities AS , andSkandinaviska Enskilda Banken AB (Publ) Oslofilialen as joint global coordinators and joint bookrunners (the "Managers") to advise on and effect a contemplated private placement of new shares (the "Offer Shares ") in the Company (the "Private Placement") to raise gross proceeds of the NOK equivalent of approx.USD 60 million (the "Offering Size"). The subscription price in the Private Placement will be at a fixed price ofNOK 7.00 per Offer Share (the "Offer Price "). Refinancing the Company The Private Placement facilitates a complete refinancing of the Company, where, subject to completion of the Private Placement and final documentation, a group of banks provide aUSD 300 million loan facility (the "Bank Facility") andSterna Finance Ltd. ("Sterna"), a company affiliated withHemen Holding Limited ("Hemen"), provides a loan facility ofUSD 215 million (the "Sterna Facility"). The total gross proceeds to the Company from the refinancing, including the Private Placement and the Conversion described below, will therefore beUSD 590 million which will be used to repay existing debt in the Company as well as for general corporate purposes. o The Bank Facility will have no amortization the first 12 months following completion of the refinancing and the Private Placement, andUSD 30 million p.a. thereafter, with final maturity inJune 2026 . o The Sterna Facility will have no amortization with final maturity inDecember 2026 . For the Sterna Facility, the Company will have the option to convert cash interest into PIK, against a pre-agreed premium. o Both facilities have interest that based on SOFR plus a margin. At completion of the refinancing and the Private Placement the combined interest for both facilities will be about 10% p.a. Update on contracts The Company is at all times in various stages of discussions and processes with potential clients concerning engagement for its rigs. Certain such discussions are in an advanced stage and may therefore materialize in firm contracts in the short or medium term. However, there can be no assurance that any such discussions are ultimately successful. Use of proceeds from the Private Placement The net proceeds to the Company from the Private Placement will be used in connection with the refinancing of the Company, as well as for general corporate purposes. Dilutive instruments Sterna has previously provided a financing facility ofUSD 100 million , of which Sterna has the right to convertUSD 15 million to shares in the Company at a price ofUSD 0.50 per share which equals 30,000,000 new shares in the Company (the "Conversion"). Sterna will execute the Conversion in connection with the Private Placement. Following the Conversion, the Company will have 212,677,107 shares outstanding on a fully diluted basis. Pre-commitments o Hemen (the largest shareholder in the Company with approx. 39.0% of the undiluted shares outstanding) has pre-committed to subscribe for, and will be allocated, its pro rata share on a fully diluted basis (approx. 47.6%). o Certain funds controlled byHayfin Capital Management LLP (the second largest shareholder in the Company with approx. 25% of the undiluted shares outstanding) have collectively pre-committed to subscribe for, and will be allocated, their pro rata share on a fully diluted basis (approx. 21%). o Certain primary insiders and employees in the Company have collectively pre-committed to subscribe for, and will be allocated, approx.NOK 10.1 million . Mandatory bid obligation Completion of the Private Placement will cause Hemen, due to the Conversion on a consolidated basis with its close associate Sterna, and the delivery of the Offer Shares in the Private Placement, to surpass the 40% threshold of the Norwegian Securities Trading Act section 6-6. In said case, Hemen has advised the Company that it intends to make an announcement pursuant to the Norwegian Securities Trading Act section 6-8, to the effect that it will make a mandatory offer for the purchase of the remaining shares in the Company under Chapter 6 of the Norwegian Securities Trading Act, within the period prescribed by the Norwegian Securities Trading Act. Application period The application period in the Private Placement will commence today,19 June 2024 at16:30 CEST (after close of markets) and is expected to close on20 June 2024 at08:00 CEST (before opening of markets) (the "Application Period"). The Company may, however, in consultation with the Managers, at any time resolve to shorten or extend the Application Period on short or without notice. If the Application Period is shortened or extended, any other dates referred to herein may be amended accordingly. Allocation Allocation ofOffer Shares will be determined at the end of the Application Period by the Board, at its sole discretion (in consultation with the Managers). The Company will focus on allocation criteria such as (but not limited to) pre-commitments, indications from the wall-crossing phase of the Private Placement, current ownership in the Company, timeliness of the application, relative order size, sector knowledge, perceived investor quality and investment horizon. The Board may, at its sole discretion, reject and/or reduce any applications. There is no guarantee that any applicant will be allocatedOffer Shares . Notification of allocation is expected to be issued to the applicants on or around20 June 2024 (before trading commences on Oslo Børs) through a notification to be issued by the Managers. Settlement The Offer Shares are expected to be settled on a delivery versus payment basis ("DVP") on T+2 bases (where T = the notification of allocation date), expected on or about24 June 2024 , subject to the Conditions having been met, as further set out below. The Offer Shares will be tradable on Oslo Børs from notification of allocation. The settlement ofOffer Shares will remain final and binding and cannot be revoked, cancelled or terminated by the respective applicants. The DVP settlement structure is expected to be facilitated through the delivery of existing and unencumbered shares in the Company, already admitted to trading on Oslo Børs, pursuant to a share lending agreement (the "Share Lending Agreement") between the Company, the Managers and Hemen. The Offer Shares will thus become tradable on Oslo Børs directly after the notification of allocation. The Managers will settle the Share Lending Agreement with new shares in the Company to be issued in connection with the Private Placement. A portion of the new shares received by Hemen in the Private Placement, either through redelivery of borrowed shares or delivery of allocatedOffer Shares , will be issued on a separate ISIN and will not be tradable on Oslo Børs until a listing prospectus, in accordance with the requirements in the Norwegian Securities Trading Act implementing Regulation (EU) 2017/1129 on prospectuses for securities, has been approved by theFinancial Supervisory Authority of Norway and published by the Company. Conditions for completion Completion of the Private Placement (for investors allocatedOffer Shares ) is subject to: (i) All corporate resolutions of the Company required to implement the Private Placement being validly made by the Company, including without limitation, the resolution by the Board to consummate the Private Placement and issue the Offer Shares, and (ii) the Share Lending Agreement remaining in full force and effect (jointly the "Conditions"). The Company reserves the right to cancel, and/or modify the terms of, the Private Placement at any time and for any reason prior to notification of allocation. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled and/or modified, irrespective of the reason for such cancellation or modification. Selling restrictions The Private Placement will be made by the Company to investors subject to applicable exemptions from relevant prospectus requirements in accordance with Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") and the Norwegian Securities Trading Act of 2007 and is directed towards investors subject to available exemptions from relevant registration requirements, (i) outsidethe United States in reliance on Regulation S under the US Securities Act of 1933 (the "US Securities Act") and (ii) inthe United States to "qualified institutional buyers" (QIBs) as defined in Rule 144A under theUS Securities Act, pursuant to an exemption from the registration requirements under the US Securities Act as well as to majorU.S. institutional investors under SEC Rule 15a-6 to the United States Exchange Act of 1934. The minimum subscription and allocation amount in the Private Placement will be a number ofOffer Shares corresponding to the NOK equivalent ofEUR 100,000 . The Company may, however, at its sole discretion, allocate an amount belowEUR 100,000 to the extent applicable exemptions from the prospectus requirements pursuant to the EU Prospectus Regulation as implemented in Norwegian law through the Norwegian Securities Trading Act, as well as the the Regulation (EU) 2017/1129 as it forms part of theUnited Kingdom's domestic law by virtue of the European Union Withdrawal Act 2018, are available. Further selling restrictions and transaction terms will apply. Subsequent offering and equal treatment considerations The Private Placement represents a deviation from the shareholders' pre-emptive right to subscribe for the Offer Shares. The Board has considered the Private Placement in light of the equal treatment obligations under applicable regulations, including 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 waiver of the preferential rights inherent in the proposed Private Placement, taking into consideration the time, costs and risk of alternative methods of the securing the desired funding, is in the common interest of the shareholders of the Company. By structuring the Private Placement as a private placement, the Company will be in a position to raise capital in an efficient manner, with a significantly lower completion risks compared to a rights issue and without the underwriting/guarantee commissions normally associated with such rights offerings. In order to limit any dilutive effect of the Private Placement, the Board will, after any resolution to proceed with the Private Placement, consider carrying out a subsequent offering of new shares at the Offer Price in the Private Placement which, subject to applicable securities law, will be directed towards shareholders in the Company as of close of trading19 June 2024 , as recorded in the VPS two (2) trading days thereafter, who (i) were not included in the "wall-crossing" phase of the Private Placement, (ii) were not allocatedOffer Shares in the Private Placement and (iii) are not resident in a jurisdiction where such offering would be unlawful and (in jurisdictions other thanNorway ) would require any prospectus, filing, registration or similar action. Bank debtDNB Bank ASA (whichDNB Markets is part of),Danske Bank andSkandinaviska Enskilda Banken AB are lenders under the Company's debt facility contemplated to be refinanced in connection with the Private Placement. Legal advisors: Advokatfirmaet Schjødt AS is acting as legal counsel to the Company. *** This information is subject to a duty of disclosure pursuant to the Company's continuing obligations as a company listed on Oslo Børs. This information was issued as inside information pursuant to Regulation (EU) No 596/2014 of theEuropean Parliament and of the Council of16 April 2014 on market abuse, and was published byJonas Ytreland , Chief Financial Officer, atNorthern Ocean Ltd. on the date and time provided. For more information, please contact:Jonas Ytreland , CFO Email: jonas.ytreland@northernoceanltd.com Phone: +47 99 46 55 50 AboutNorthern Ocean :Northern Ocean owns two modern, high-end semisubmersibles drilling rigs with ultra deepwater capabilities, which are flexible to work in all offshore basins in the world.Northern Ocean Ltd is an international drilling contractor with the purpose of owning high specification offshore drilling units designed for harsh environments. The company's two modern, high-end semisubmersibles drilling units are among the latest delivered from yards, the most sophisticated in the world and provide safe, efficient operations while working to incorporate green energy technologies. Important notice: The release is not for publication, distribution or release, in whole or in part directly or indirectly, in or intoAustralia ,Canada ,Japan ,the United States (including its territories and possessions, any state ofthe United States and theDistrict of Columbia ),Hong Kong ,South Africa ,New Zealand , or any other jurisdiction in which such release, publication or distribution would be unlawful. 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, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, inthe United States or in any other jurisdiction. 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"). The securities may not be offered or sold inthe 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 inthe United States or to conduct a public offering of the securities inthe United States . Copies of this announcement are not being made and may not be distributed or sent intoAustralia ,Canada ,Japan ,the United States ,Hong Kong ,South Africa ,New Zealand , or any other jurisdiction in which such distribution would be unlawful. 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 Managers 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. The Managers are acting for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this release. Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.
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