NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN,
OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES. THIS ANNOUNCEMENT DOES NOT
CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

September 1, 2022

NFH 220436 AS, to be renamed Dolphin Drilling AS ("Dolphin Drilling" or the
"Company"), currently a 100% owned subsidiary of Ferncliff TIH AS is
contemplating a private placement,  and a subsequent listing of its shares on
Euronext Growth Oslo ("EGO") (the "Listing"). The net proceeds from the Private
Placement (as defined below) will primarily be used to finance the special
periodic survey ("SPS") and mobilization of Blackford and reactivation of
Borgland as well as general corporate purposes and working capital. Prior to
completion of the Private Placement, the Company will directly and indirectly
acquire, by way of a share-swap agreement, 100% of the shares in Dolphin
Drilling Holdings Limited, the current top company of the Dolphin Drilling group
against issuance of consideration shares in the Company to the existing
shareholders of Dolphin Drilling Holdings Limited (the "Share-Swap"). The
pre-money share ownership of Dolphin Drilling will mirror the existing
shareholding of Dolphin Drilling Holdings Limited, whereby S.D. Standard ETC
Plc. ("SDSD") will own approximately 38-39%, and Strategic Value Partners LLC
("SVP") and other shareholders will own the remaining 52% and 9-10% of the
Company, respectively.

The Dolphin Drilling group today owns three harsh environment moored
semisubmersibles which have been rebuilt with 5th/6th generation topsides and
has received a letter of award (LoA) for Blackford Dolphin in Nigeria at USD
232,500 per day plus a mobilization fee of USD 12 million commencing late 2022.
The Company is well-positioned to secure additional contracts at attractive
levels, benefitting from current market improvements and an attractive
positioning in the niche moored semisubmersible market. In addition, the
opportunity to acquire and/or manage two latest generation harsh environment
semisubmersibles as well as to manage and operate non-owned rigs provide
attractive additional growth opportunities. The Dolphin Drilling group has a
current net cash position of approximately USD 20 million as of 31 August 2022. 

"Dolphin Drilling has attractive assets, a strong team and a solid platform to
leverage on the favorable market development with improved rates. The contract
for Blackford Dolphin underlines the potential of the company and its assets,
and we believe Dolphin Drilling will capitalize on the continued expected tight
rig market for the rest of the fleet," says Martin Nes, Chairman of SDSD and
Dolphin Drilling.

The Company has retained DNB Markets, a part of DNB Bank ASA, Arctic Securities
AS and Pareto Securities AS to act as Joint Bookrunners (the "Managers") and to
advise on and effect such Private Placement.

The Private Placement

To enable Dolphin Drilling to capitalize on the increasing day rate environment,
Dolphin Drilling contemplates an equity issue (the "Private Placement") raising
gross proceeds of up to USD 40 million through issuing new common shares in the
Company (the "Offer Shares") at a pre-money equity value of the Company of USD
100 million. 

The application period will start on 1 September 2022 at 16:30 CEST and end on 5
September 2022 at 08:00 CEST. The Managers and Dolphin Drilling may, however, at
any time, and at their sole discretion, resolve to close or extend the
bookbuilding period on short or without notice. If the bookbuilding period is
shortened or extended, other dates referred to in this notice may be adjusted
accordingly.

Allocation of Offer Shares will be determined by the Board, at its sole
discretion, in consultation with the Managers. The Offer Shares is expected to
be settled with existing and OTC-listed shares on a delivery-vs-payment basis
through a share lending arrangement expected to be entered into between the
Company, SDSD and DNB Markets. The Company will seek to register its shares on
the Euronext N-OTC pending approval of its application for admission to trading
on EGO, with expected commencement of trading on or about 13 September 2022.

Further, the following have pre-committed to subscribe for Offer Shares in the
Private Placement
o	Ferncliff TIH AS, a company controlled by Øystein Stray Spetalen, for USD 3
million directly or through a company controlled by him 
o	Espen Western, or a company controlled by him, for USD 1 million directly or
through a company controlled by him
SVP and SDSD have entered into customary lock-up arrangements with the Managers
that will restrict, subject to certain exceptions, their ability to, without the
prior written consent of the Managers, issue, sell or dispose of shares, as
applicable, for a period of six months after the commencement of trading in the
shares on EGO. 

The Private Placement will be directed towards certain Norwegian and
international institutional investors subject to applicable exemptions from
relevant prospectus requirements, (i) outside the United States in reliance on
Regulation S under the US Securities Act of 1933, as amended (the "U.S.
Securities Act") and (ii) in the United States to investors that are either
"qualified institutional buyers" ("QIBs") as defined in Rule 144A under the US
Securities Act or institutional "accredited investors" within the meaning of
Rule 501(a) under(1), (2) or (7) of the U.S. Securities Act. The minimum
application and allocation amount has been set to the USD equivalent of EUR
100,000. However, the Company's board of directors (the "Board") may, at its
sole discretion, allocate Offer Shares to applicants for an amount below EUR
100,000 to the extent applicable exemptions from the prospectus requirement
pursuant to applicable regulations, including Regulation (EU) 2017/1129 on
prospectuses for securities as well as the UK European Union (Withdrawal) Act
2018, are available.

After the closing of the Private Placement, Dolphin Drilling will apply for its
shares to be registered on EGO. Subject to approval of such application by the
Oslo Stock Exchange, the first day of listing is expected to be on or about mid
October 2022. 	Upon completion of the admission of the Company's shares on EGO,
the Company will initiate a process to transfer the shares of the Company from
EGO to Euronext Expand or the main list on the Oslo Stock Exchange (the "OSE")
and anticipates, subject to satisfaction of all listing criteria and receipt of
all necessary approvals and resolutions, that such listing and trading of the
shares can take place during the 12 months period after the Listing. Upon
successful listing of the shares of Dolphin Drilling on Euronext Expand or the
OSE, the listing of the shares on EGO will cease. Further information about the
transfer of the Company' shares will be given in due course.



Conditions for the Private Placement
The completion of the Private Placement by settlement of Offer Shares towards
investors is conditional upon corporate resolutions of the Company, completion
of an internal reorganization of the Dolphin Drilling Group and certain other
customary conditions. The Company may, in its sole discretion, in consultation
with the Joint Bookrunners, cancel the Private Placement, at any time and for
any reason prior to the satisfaction of these conditions without any
compensation to the applicants. 

The Private Placement will lapse if the conditions therefore have not been
satisfied by 23 September 2022.

Advisers

DNB Markets, a part of DNB Bank ASA, Arctic Securities AS and Pareto Securities
AS are acting as Managers for the Private Placement. Advokatfirmaet Schjødt AS
is acting as legal counsel to the Company, and Advokatfirmaet Wiersholm AS is
acting as legal counsel to the Managers.

The information in this announcement is considered to be inside information
pursuant to the EU Market Abuse Regulation for SDSD. This information is subject
to the disclosure requirements pursuant to section 5-12 of the Norwegian
Securities Trading Act. This stock exchange notice was published by Espen
Lundaas, consultant of SDSD, on 1 September at 17.05 CEST.

Important Notice: 

These materials do not constitute or form a part of any offer of securities for
sale or a solicitation of an offer to purchase securities of Dolphin Drilling in
the United States or any other jurisdiction. The securities of the Company may
not be offered or sold in the United States absent registration or an exemption
from registration under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"). The securities of the Company have not been, and will not be,
registered under the U.S. Securities Act. Any sale in the United States of the
securities mentioned in this communication will be made solely to "qualified
institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No
public offering of the securities will be made in the United States.

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. The expression "EU
Prospectus Regulation" means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (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 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.

This statement contains certain forward-looking statements concerning future
events, including possible issuance of equity securities of the Company.
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. Actual events may differ significantly from
any anticipated development due to a number of factors, including without
limitation, changes in investment levels and need for the Company's services,
changes in the general economic, political and market conditions in the markets
in which the Company operates, the Company's ability to attract, retain and
motivate qualified personnel, changes in the Company's ability to engage in
commercially acceptable acquisitions and strategic investments, and changes in
laws and regulation and the potential impact of legal proceedings and actions.
Such risks, uncertainties, contingencies and other important factors include,
but are not limited to, the possibility that we will determine not to, or be
unable to, issue any equity securities, and 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. Each of the Company, the Managers and their respective affiliates
expressly disclaims any obligation or undertaking to update, review or revise
any statement contained in this announcement whether as a result of new
information, future developments or otherwise.

The Managers are 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 their respective clients, or for advice in relation to the contents
of this announcement or any of the matters referred to herein. Neither the
Managers nor any of their respective affiliates makes any representation as to
the accuracy or completeness of this announcement 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. 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
Managers nor any of their respective affiliates accepts any liability arising
from the use of this announcement.

The Private Placement may be influenced by a range of circumstances, such as
market conditions, and there is no guarantee that the Private Placement will
proceed and that the Listing will occur.

Certain figures contained in this document, including financial information, may
have been subject to rounding adjustments. Accordingly, in certain instances,
the sum or percentage change of the numbers contained in this document may not
conform exactly with the total figure given.

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. Specifically, 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 from the United States
(including its territories and possessions, any State of the United States and
the District of Columbia), Australia, Canada, Hong Kong, Japan 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 comes 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.

Click here for more information

© Oslo Bors ASA, source Oslo Stock Exchange