Archer Limited: Key information related to the potential subsequent offering

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.

Hamilton, Bermuda, 7 March 2023

Reference is made to the stock exchange announcement published by Archer Limited ("Archer" or the "Company" and together with its subsidiaries, the "Group") on 7 March 2023 regarding the successful completion of a private placement of 1,040,000,000 new shares in the Company (the "Shares"), each with a par value of USD 0.01, at a subscription price of NOK 1.0 per Share, raising gross proceeds of the NOK equivalent of USD 100 million (the "Private Placement"), and a potential subsequent offering of up to 228,800,000 new common shares, each with a par value of USD 0.01, (the "Offer Shares") at the same subscription price as in the Private Placement (the "Subsequent Offering").

The Company has, subject to completion of the first tranche of the Private Placement ("Tranche 1") and certain other conditions set out below, resolved to carry out the Subsequent Offering. The Subsequent Offering will consist of up to 228,800,000 Offer Shares which, subject to applicable securities law, will be directed towards existing eligible shareholders in the Company as of 6 March 2023 (as registered with the VPS on 8 March 2023) (the “Record Date”)) who (i) were not allocated Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action (the “Eligible Shareholders”). The Eligible Shareholders will be granted non-transferable subscription rights (the "Subscription Rights") based on their registered shareholdings in the Company's register of shareholders with the VPS as of expiry of the Record Date. Each Subscription Right will give the right to subscribe for and be allocated one (1) Offer Share rounded down to the nearest whole Subscription Right, subject to applicable securities laws.

Completion of the Subsequent Offering will, inter alia, be subject to (i) completion of Tranche 1 of the Private Placement, (ii) relevant corporate resolutions, including approval by the Company's board of directors, (iii) prevailing market price of the Company’s shares, including the price of the Company’s shares not trading below the offer price in the Subsequent Offering over a period with sufficient liquidity, and (iv) the publication of an offering prospectus approved by the Financial Supervisory Authority of Norway. The subscription period for the Subsequent Offering is expected to commence as soon as possible following the fulfilment of the conditions set out above. The Company reserves the right, in its sole discretion, to cancel the Subsequent Offering in its entirety due to market conditions.

In accordance with the continuing obligations of companies listed on the Oslo Stock Exchange, the following key information is given with respect to the Subsequent Offering:

• Date on which the terms and conditions of the repair issue were announced: 7 March 2023
• Last day including right: 6 March 2023
• Ex-date: 7 March 2023
• Record date: 8 March 2023
• Maximum number of new shares: 228,800,000 new shares
• Subscription price: NOK 1.00

Advisors:

DNB Markets, part of DNB Bank ASA ("DNB Markets"), Pareto Securities AS, Sparebank 1 Markets, Skandinavia Enskildabanken AB (Public) Oslo Branch and Arctic Securities AS are acting as Joint Bookrunners for the Private Placement (jointly the "Managers").

Fulcrum Advisory Partners LLP (“Fulcrum Partners”) provided consultancy services to the Company in connection with the Refinancing.

Advokatfirmaet Schjødt AS is acting as legal advisor to the Company and Advokatfirmaet Wiersholm AS is acting as legal advisors to the Managers.

For additional information, please contact:

Dag Skindlo, Chief Executive Officer
Mobile: +47 982 26 624
Email: [email protected]

Espen Joranger, Chief Financial Officer
Mobile: +47 982 06 812
Email: [email protected]

Joachim Houeland, Manager Treasury and Investor Relations
Mobile: +47 482 78 748
Email: [email protected]

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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.