Northern Offshore Announces Restructuring Proposal

Northern Offshore Ltd. announced a proposal to restructure its US dollar denominated 10% Senior Notes due 2005 and Norwegian krone denominated Floating Rate Notes due 2004.

As previously announced on May 18, 2004, the Company believes a restructuring of its debt is necessary to allow Northern Offshore to continue operating. Following deliberation by the Board of Directors, the Company is proposing a transaction whereby the Company's Notes would be exchanged for newly issued shares of common stock representing 85% of the Company's fully diluted share capital, with the remaining 15% to be retained by current shareholders. The transaction would be consummated under Bermuda law through a scheme of arrangement and an increase in share capital approved by Northern Offshore's shareholders. Additionally, the Company anticipates repaying the Company's secured debt using a portion of its existing cash balance such that the Company would be debt free following the transaction.

The Company believes it is in the best interests of all stakeholders to implement a restructuring as quickly as possible. To that end, the Company is prepared to coordinate with a Committee of Noteholders to work toward implementing a consensual transaction. To facilitate this process, the Company has prepared a comprehensive due diligence package that will be available to the Committee under confidentiality agreement and has hired Houlihan Lokey Howard & Zukin (Europe) Ltd as its financial advisor to assist in implementing the plan.

It is the Company's opinion that the implementation of such a plan is critical to the continued operation of the Company. Absent a consensual agreement, the Company believes it may be forced to appoint a Bermuda-based liquidator who will be responsible for the liquidation of the Company's assets for the benefit of its creditors. It is, in the Company's opinion, most likely that the Company's current equity would have no value and its unsecured debt would be substantially impaired in such a liquidation process.

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