Archer Limited: Contemplated private placement

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 30 October 2024

Reference is made to the announcement made by Archer Limited (the "Company" and together with its subsidiaries, the "Group") today regarding an agreement in principle with respect to a contemplated acquisition of Wellbore Fishing & Rental Tools, LLC ("WFR") (the "Transaction") (the "M&A Announcement"). As set out in the M&A Announcement, the total consideration for the Transaction is USD 51.5 million, which is intended to be financed through an equity capital raise of USD 40 million and USD 10 million in the form of consideration shares issued to the sellers in the Transaction, and cash at hand.

As announced, the Company is contemplating a private placement (the "Private Placement") of new common shares in the Company (the "Offer Shares") for gross proceeds of the NOK equivalent of USD 40 million. The net proceeds from the Private Placement will be used to partly finance the Transaction. The Company has engaged DNB Markets, a part of DNB Bank ASA and Pareto Securities AS as joint global coordinators and joint bookrunners (the “Joint Global Coordinators”), and Arctic Securities AS, Skandinaviska Enskilda Banken AB (publ), Oslo Branch, and SpareBank 1 Markets AS as joint bookrunners in the Private Placement (together with the Joint Global Coordinators, the "Managers").

Offering structure

The Private Placement will be divided into two separate tranches, where the first tranche will consist of Offer Shares equal to the NOK equivalent of approx. USD 17.65 million ("Tranche 1"), and the second tranche will consist of Offer Shares equal to the NOK equivalent of approx. USD 22.35 million ("Tranche 2"). Paratus JU Newco Bermuda Limited, a company wholly owned by Paratus Energy Services Ltd. ("Paratus") and Hemen Holding Limited ("Hemen") have agreed to be allocated Offer Shares in Tranche 2, while all other investors will receive Offer Shares in Tranche 1. The issuance of Offer Shares in Tranche 2 will be subject to approval by a special general meeting of the Company to increase the authorized capital of the Company, expected to be held on or about 13 November 2024 (the "SGM"). The Company has received voting undertakings to support the approval of the increase in the authorized capital.

Lock-up

Hemen and Paratus have agreed to a six-month lock-up on shares held in the Company, including the Offer Shares allocated in the Private Placement. The sellers in the Transaction has entered into customary lock-up agreements with the Company, subject to certain exclusions, for 12 months.

Bookbuilding period

The subscription price and the final number of Offer Shares to be issued in the Private Placement will be determined by the Company’s board of directors (the "Board") on the basis of an accelerated bookbuilding process. The bookbuilding period for the Private Placement will start today, 30 October 2024 at 16:30 (CET) and will close on 31 October 2024 at 08:00 (CET). The Company reserves the right to shorten, close or extend the bookbuilding period at any time at its sole discretion, without notice.

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 and the Norwegian Securities Trading Act of 2007, and is directed towards investors subject to available exemptions from relevant registration requirements, (i) outside the United States in reliance on Regulation S under the US Securities Act of 1933, as amended (the "US Securities Act") and (ii) in the United States to "qualified institutional buyers" (QIBs), as defined in Rule 144A under the US Securities Act, pursuant to an exemption from the registration requirements under the US Securities Act, as well as to "major U.S. institutional investors" as defined in Rule 15a-6 under the United States Exchange Act of 1934.

The minimum order size and allocation in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, offer and allocate an amount below EUR 100,000, pursuant to any applicable exemptions from applicable prospectus requirements being available.

Indication of participation

Paratus, the Company's largest shareholder owning approx. 24.2% of the Company’s shares outstanding, has indicated that it will subscribe for at least (and will be allocated minimum) its pro-rata share of the Private Placement including the WFR share consideration, which is equal to the NOK equivalent of approx. USD 12.10 million.

Hemen, the Company's second largest shareholder owning approx. 20.5% of the Company’s shares outstanding, has indicated that it will subscribe for at least (and will be allocated minimum) its pro-rata share of the Private Placement including the WFR share consideration, which is equal to the NOK equivalent of approx. USD 10.25 million.

Allocation

Allocation of Offer Shares will be made at the sole discretion of the Board in consultation with the Managers (and subject to approval by the SGM with respect to the Offer Shares to be issued in Tranche 2) after expiry of the application period, subject to any shortening or extension of the application period.

Conditions for completion

The completion of Tranche 1 is subject to (i) a resolution by the Board to issue the Offer Shares in Tranche 1 pursuant to the Company’s authorized shares, as well as (ii) the Share Lending Agreement (as defined below) being in full force and effect. The completion of Tranche 2 is subject to the completion of Tranche 1 and a resolution by the SGM to issue increase the authorized capital of the Company in order to facilitate the issuance of the Offer Shares in Tranche 2. Further to this, completion of both Tranche 1 and Tranche 2 in the Private Placement is subject to the Board resolving to consummate the Private Placement and allocate the Offer Shares (the "Conditions").

Completion of Tranche 1 is not conditional upon completion of Tranche 2. The settlement of Offer Shares in Tranche 1 will therefore remain final and binding and cannot be revoked, cancelled or terminated by the respective applicants if Tranche 2 is not completed.

Settlement

Settlement of Offer Shares allocated in Tranche 1 is expected to take place on or about 4 November 2024 on a delivery versus payment (DVP) basis. DVP settlement 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 Joint Global Coordinators and Hemen. The Offer Shares in Tranche 1 will thus become tradable on Oslo Børs directly after the notification of allocation. The Offer Shares allocated in Tranche 2 will be issued on a separate ISIN pending approval and publication of a prospectus for the listing of the Offer Shares and for the Subsequent Offering (as defined below) (the "Prospectus") following which these shares will be issued on the Company's ordinary ISIN and become fully tradeable.

Equal treatment and potential subsequent Offering

The Company has considered the Private Placement in light of the equal treatment obligations under applicable regulations and is of the opinion that the waiver of the preferential rights inherent in a 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. The Board considers that although the Private Placement implies a dilution of the existing shareholders of the Company, the pricing will be determined on the basis of a market value to be established on the basis of an accelerated bookbuilding process, that existing shareholders will to the extent possible be given the opportunity to participate in, and be allocated shares in the Private Placement, and that the remaining shareholders will be given the opportunity to mitigate the effect of the Private Placement through participation in a contemplated subsequent repair offering. Taking these factors into consideration, and balancing the Company's need for financing to realize the investment opportunity that the acquisition of WFR represents, and the interests of the minority shareholders, the Board is of the view that the transactions do not represent unfair treatment of the Company's shareholders which is not justifiable in the common interest of the Company and its shareholders, cf. section 5-14 of the Norwegian Securities Trading Act.

As a result, the Board will, subject to, inter alia, successful completion of the Private Placement and being granted the necessary authorisation by the SGM, consider carrying out a subsequent offering of new shares (the "Subsequent Offering") which, subject to applicable securities laws, will be directed towards existing shareholders in the Company as at 30 October 2024 (as registered in the VPS two trading days thereafter) who (i) were not included in the wall-crossing phase of the Private Placement, (ii) were not allocated shares in the Private Placement and (iii) who are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action. Such eligible shareholders will be granted non-transferable preferential rights to subscribe for, and, upon subscription, be allocated new shares. The subscription price in the Subsequent Offering will be the same as the Offer Price in the Private Placement. The Company reserves the rights in its sole discretion to not conduct or to cancel the Subsequent Offering. Such Subsequent Offering is expected to be launched shortly after approval of the Prospectus.

Advisors

DNB Markets, part of DNB Bank ASA and Pareto Securities AS are acting as joint global coordinators and joint bookrunners, and Arctic Securities AS, Skandinaviska Enskilda Banken AB (publ), Oslo Branch, and SpareBank 1 Markets AS are acting as joint bookrunners for the Private Placement.

Advokatfirmaet Schjødt AS is acting as legal advisor to the Company.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and was published by Joachim Houeland, Manager Treasury and Investor Relations of the Company, on the date and time provided herein.

For additional information, please contact:

Dag Skindlo, Chief Executive Officer, Mobile: +4798226624, Email: dag.skindlo@archerwell.com

Espen Joranger, Chief Financial Officer, Mobile: +47 982 06 812, Email: espen.joranger@archerwell.com

Joachim Houeland, Manager Treasury and Investor Relations, Mobile: +47 482 78 748, Email: joachim.houeland@archerwell.com

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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 investments 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 or other financial instruments 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.

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. Any forward-looking statements in this release are based

upon various assumptions, many of which are based, in turn, upon further assumptions. Such assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict. 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 any 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 any 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 made by and, and is the responsibility of, the Company. 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 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.