Northern Ocean Ltd.: Successfully completed private placement

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. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN
OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

19 June 2024. Reference is made to the stock exchange release from Northern
Ocean Ltd. (the "Company") published on 19 June 2024 regarding a contemplated
private placement of the NOK equivalent of approx. USD 60 million in gross
proceeds (the "Private Placement").  

The Company is pleased to announce that it has completed a private placement of
approx. USD 60 million equal to approx. NOK 634 million in gross proceeds (the
"Private Placement"). A total of 90,538,285 new shares (the "Offer Shares") have
been allocated in the Private Placement at the fixed offer price per Offer Share
of NOK 7.00 (the "Offer Price") The Private Placement attracted strong interest
from new and existing investors and was substantially over-subscribed. 

Danske Bank (Norwegian Branch), DNB Markets (a part of DNB Bank ASA), Pareto
Securities AS, and Skandinaviska Enskilda Banken AB (Publ) Oslofilialen are
acting as joint global coordinators and joint bookrunners in the Private
Placement (the "Managers").

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.

The board of directors of the Company (the "Board") has today resolved to issue
the Offer Shares. Following the issuance of Offer Shares in the Private
Placement, the Company will have a share capital of USD 136,607,696, divided
into 273,215,392 shares.

Sterna Finance Ltd., ("Sterna") a company affiliated with Hemen Holding Limited
("Hemen"), has previously provided a financing facility of USD 100 million, of
which Sterna has the right to convert USD 15 million to shares in the Company at
a price of USD 0.50 per share which equals 30,000,000 new shares in the Company
(the "Conversion"). Sterna has executed the Conversion in connection with the
Private Placement. Following the issuance of new shares in connection with the
Conversion and the Offer Shares in the Private Placement described above, the
Company will have a share capital of USD 151,607,696, divided into 303,215,392
shares. 

As set out in the Company's stock exchange announcement of 19 June 2024, Hemen
has informed the Company that it will launch a mandatory bid of the remaining
shares in the Company under Chapter 6 of the Norwegian Securities Trading Act,
as a result of the Conversion on a consolidated basis with its close associate
Sterna, and the delivery of the Offer Shares in the Private Placement. 

Allocation to investors will be communicated on 20 June 2024 before 09:00 CEST
(T), and the Private Placement is expected to be settled by the Managers on a
delivery-versus-payment ("DVP") basis on or about 24 June 2024 (T + 2). 

The DVP settlement structure will 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 allocated Offer 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 the Financial Supervisory Authority of Norway and published by the
Company.

The following close associate to persons discharging managerial responsibilities
("PDMRs") have been allocated the following Offer Shares in the Private
Placement (a PDMR notification form will be published in a separate stock
exchange notice): 

o	Hemen has been allocated 43,109,000 Offer Shares (equal to its pro-rata share
on a fully diluted basis). 
o	Mikhael Botbol, a member of the Board, has been allocated 800,000 Offer
Shares.
o	Jan Erik Klepsland, a member of the Board, has been allocated 40,000 Offer
Shares.
o	Saturnia Invest AS, a company closely associated with Board member Sven Børre
Larsen, has been allocated 50,000 Offer Shares.
o	Olav Sirevåg, a member of the Company's management, has been allocated 150,000
Offer Shares.
o	Marvisto AS, a company closely associated with Vidar Skjelbred, a member of
the Company's management, has been allocated 100,000 Offer Shares.
o	Jonas Ytreland, a member of the Company's management, has been allocated
150,000 Offer Shares.

Subsequent offering and equal treatment considerations

Completion of 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 the Oslo Stock Exchange and the Oslo 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 Private
Placement, taking into consideration the time, costs and risk of alternative
methods of 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 was able to raise capital in an efficient manner, with
a significantly lower completion risks compared to a rights issue and without
the underwriting commissions normally associated with such rights offerings. 

To mitigate the dilution of existing shareholders not participating in the
Private Placement, the Board has resolved to undertake a subsequent offering of
up to 12,000,000 new shares (the "Subsequent Offering") directed towards the
Company's shareholders as of close of trading 19 June 2024, as recorded in the
Norwegian Central Securities Depository (Euronext Securities Oslo) on 21 June
2024, who (i) were not included in the "wall-crossing" phase of the Private
Placement, (ii) were not allocated Offer Shares in the Private Placement and
(iii) are not resident in a jurisdiction where such offering would be unlawful
and (in jurisdictions other than Norway) would require any prospectus, filing,
registration or similar action (the "Eligible Shareholders"). The subscription
price in the Subsequent Offering will be equal to the Offer Price. The Eligible
Shareholders will receive non-transferrable subscription rights in the
Subsequent Offering. Over-subscription will not be permitted for Eligible
Shareholders. Subscription without subscription rights will not be permitted in
the Subsequent Offering.

The Subsequent Offering is subject to (i) the Board resolving to issue shares in
the Subsequent Offering, (ii) the publication of an offering prospectus
pertaining to the Subsequent Offering and (iii) the prevailing market price of
the Company's shares following the Private Placement. The Board may decide that
the Subsequent Offering will not be carried out in the event that the Company's
shares trade at or below the subscription price (i.e. the Offer Price) in the
Subsequent Offering at volumes equal to or above the number of shares in the
Subsequent Offering.

Further information regarding the Subsequent Offering will be announced in
separate stock exchange notices.

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 the EU Market Abuse Regulation, and was
published by Jonas Ytreland, Chief Financial Officer, at Northern Ocean Ltd. on
the date and time provided.

For more information, please contact: 

Jonas Ytreland, CFO 
Email: [e-mail] 
Phone: [phone]

About Northern 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 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:

Canada, Japan, the United States (including its territories and possessions, any
state of the United States and the District 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, in the 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 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, 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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