Drilling Tools International Corp

Certain statements in this Report on Form 10-Q (this “Report”) may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding our and our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including with respect to the Saltire Acquisition and the related financing. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Report may include, for example, statements about:

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the demand for our products and services, which is influenced by the general level of activity in the oil and gas industry;

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our ability to retain our customers, particularly those that contribute to a large portion of our revenue;

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volatility in oil and natural gas prices, including as a result of actions by OPEC+ and other producers, and the resulting effect on drilling activity and rig counts in the markets we serve;

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our ability to employ and retain a sufficient number of skilled and qualified workers, including our key personnel;

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the impact of our status as an emerging growth company and smaller reporting company;

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our ability to source tools at reasonable cost;

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our customers’ ability to obtain required permits or authorizations from applicable governmental agencies and other third parties;

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our ability to market our services in a competitive industry;

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our ability to execute, integrate and realize the benefits of acquisitions, and manage the resulting growth of our business;

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our ability to obtain new technology that may become prevalent in the oilfield services industry;

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potential liability for claims arising from damage or harm caused by the operation of our tools, or otherwise arising from the dangerous activities that are inherent in the oil and gas industry;

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the impact of a public health crisis, including pandemics and epidemics;

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the impact of geopolitical conflicts, including in Ukraine and the Middle East, on the global economy, energy markets and our international operations;

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application of oilfield anti-indemnity limitations enacted by certain states;

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our ability to obtain additional capital;

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the impact of restrictive covenants in the Second Amended and Restated Revolving Credit, Term Loan and Security and Guaranty Agreement among Drilling Tools International, Inc., certain of its subsidiaries, Drilling Tools International Corporation and PNC Bank, National Association, dated as of March 15, 2024 (the “Credit Facility Agreement”);

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the impact of indebtedness incurred to execute our long-term growth strategy;

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potential political, regulatory, economic and social disruptions in the countries in which we conduct business, including changes in tax laws or tax rates;

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our dependence on our information technology systems, in particular Customer Order Management Portal and Support System, for the efficient operation of our business;

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the impact of a change in relevant accounting principles, enforcement of existing or new regulations, and changes in policies, rules, regulations, and interpretations of accounting and financial reporting requirements;

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the impact of adverse and unusual weather conditions on our operations;

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our ability to comply with applicable laws, regulations and rules, including those related to the environment, greenhouse gases and climate change;

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our ability to protect our intellectual property rights or trade secrets;

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the potential for volatility in the market price of the Common Stock;

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the potential for issuance of additional shares of our Common Stock or other equity securities;

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the impact of industry or securities analysts changing their recommendation, or failing to cover, our Common Stock;

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our ability to complete the pending acquisition of Saltire Energy Limited (“Saltire”) and Foxley Energy Limited (“Foxley” and together with Saltire, the “Group”) (the “Saltire Acquisition”) on the anticipated terms and timeline, or at all, including the satisfaction of closing conditions such as the effectiveness of our registration statement on Form S-4, approval by our stockholders of the share issuance and the Section 204 ratification, Nasdaq approval of the listing of the shares of Common Stock to be issued at closing, and our ability to obtain the required financing;

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our ability to integrate the Group and realize the anticipated benefits of the Saltire Acquisition, our increased indebtedness following the Saltire Acquisition, the dilutive effect of the issuance of 17,355,139 shares of our Common Stock to the Sellers (as defined in Note 20 – Subsequent Events) and fluctuations in the exchange rate between the U.S. dollar and the British pound sterling;

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the outcome of the proposed ratification under Section 204, or validation under Section 205, of the General Corporation Law of the State of Delaware (the “DGCL”) of certain prior director elections and related corporate acts; and

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other risks and uncertainties described in this Report, including those under the section entitled “Risk Factors.”