Nordic American Offshore Ltd. (NYSE

NAO) - Adoption of Shareholders Rights Agreement

Bermuda, December 21, 2018

Nordic American Offshore Ltd. (NYSE: NAO) (the "Company") announced today that its Board of Directors has unanimously adopted a shareholder rights agreement (the "Rights Agreement") and declared a dividend distribution of one preferred share purchase right on each outstanding share of the Company's common stock, par value $0.01 per share (the "Common Shares").  The Rights Agreement has a term of ten years.

Pursuant to the Rights Agreement, the Company will issue one preferred share purchase right for each outstanding share of Common Shares at the close of business on December 31, 2018. Each right will entitle the shareholder to buy one one-thousandth of a share of Series A participating preferred stock at an exercise price of $10.00.  Initially, these rights will not be exercisable and will trade with the Company's Common Shares.

Under the Rights Agreement, the rights generally will become exercisable only if a person or group acquires beneficial ownership of 15% or more of the Company's Common Shares (including through entry into certain derivative positions) in a transaction not approved by its Board of Directors.  In that situation, each holder of a right (other than the acquiring person, whose rights will become void and will not be exercisable) will have the right to purchase, upon payment of the exercise price, a number of shares of the Company's Common Shares having a then-current market value equal to twice the exercise price.

In addition, if the Company is acquired in a merger or other business combination after an acquiring person acquires 15% or more of the Company's Common Shares, each holder of the right will thereafter have the right to purchase, upon payment of the exercise price, a number of Common Shares of the acquiring person having a then-current market value equal to twice the exercise price.  The acquiring person will not be entitled to exercise these rights.

The Board of Directors may redeem the rights for a nominal amount under certain circumstances. Under the Rights Agreement's terms, it will expire on December 21, 2028.

Additional information about the Rights Agreement is contained in a report on Form 6-K filed by the Company with the U.S. Securities and Exchange Commission.

About Nordic American Offshore Ltd.

NAO is a Bermuda-based company listed on the New York Stock Exchange. It owns and operates a fleet of 10 modern harsh environment offshore supply vessels built with the latest technology available. From its operating offices in Norway and elsewhere, NAO is positioned to support a global business and take advantage of the expected upturn in oil service activity in the North Sea and globally.