Drilling Tools International To Acquire Tool Rental Company Saltire For ~$80M In Cash And 17.4M DTI Shares

Saltire Energy Limited and Foxley Energy Limited (combined "Saltire") is a leading Aberdeen-based provider of rental drilling tools serving the North Sea, Middle East, Asia Pacific, and other key Eastern Hemisphere growth markets. Total consideration consists of approximately $80 million in cash and 17.4 million shares of DTI common stock, par value $0.0001 per share (the "DTI Common Stock"), subject to customary closing adjustments. The transaction is expected to close in the first quarter of 2027.Founded in 1986, Saltire is a specialty rental provider of drilling tubulars, downhole and bottom hole assembly tools, and pressure control equipment, with operating bases in the United Kingdom, Norway, the United Arab Emirates, Singapore and Malaysia. Its in-depth and relevant rental fleet is deployed to customers around the Eastern Hemisphere, and it has built long-standing relationships with Tier 1 E&P operators, drilling contractors and service companies that it has maintained through market cycles.The combination with Saltire is expected to be accretive to both Adjusted EBITDA(1) margins and Adjusted Free Cash Flow(1)(2) per share in the first year following closing, support stronger cash flow generation per share and significantly expand DTI's international presence. Based on management's estimates derived from recent monthly performance updates in the third quarter of 2026 and current visibility, Saltire is expected to generate run rate 2026 revenue of approximately $50.4 million, Adjusted EBITDA(1) of approximately $22.5 million, representing a 45% Adjusted EBITDA margin, and Adjusted Free Cash Flow(1)(2) of $15.8 million. Saltire's rental-focused model closely resembles DTI's and has a history of resilient financial performance through industry cycles. The transaction is expected to increase DTI's Eastern Hemisphere contribution from approximately 18% of DTI's standalone revenue in the second quarter of 2026 to approximately 40% of pro forma revenue post-close, creating a more balanced revenue mix with global rig exposure. Saltire's established product bases across the North Sea, Middle East and Asia expand and accelerate DTI's tools and technology into new growing international markets and create clear cross-selling opportunities, from deploying DTI's proprietary wellbore optimization technologies, such as ClearPath™ and Drill-N-Ream® ("D-N-R"), into Saltire's existing markets as well as adding Saltire's drilling jars and pressure control equipment to DTI's total offering to customers.