Vantage Drilling 10-K/A 2008 FY Annual report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K/A

(Amendment No. 2)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to             

Commission File Number 001-34094

Vantage Drilling Company

(Exact name of registrant as specified in its charter)

Cayman Islands
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
777 Post Oak Boulevard, Suite 610, Houston, Texas	77056
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:

(281) 404-4700

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Units	Name of each exchange on which registered
Ordinary Shares, par value $.001 per share	NYSE AMEX
Warrants	NYSE AMEX
Units	NYSE AMEX

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes  ¨    No  x

Aggregate market value of the voting stock held by non-affiliates as of June 30, 2008, based on the closing price of $8.64 per share on the NYSE AMEX on such date, was approximately $298,080,000.

The number of the registrant’s ordinary shares outstanding as of June 22, 2009 is 108,798,589 shares.

DOCUMENTS INCORPORATED BY REFERENCE

None

VANTAGE DRILLING COMPANY

Explanatory Note

Vantage Drilling Company is hereby amending its Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the “Report”), solely to include a conforming signature on the reports of the independent registered public accounting firm included in Part II—Item 8 of the Report. The other information included in this Amendment No. 2 to the Report continues to speak as of the date of filing of the Report and Amendment No. 1 to the Report, and except as expressly set forth herein we have not updated the disclosures contained in this Amendment No. 2 to the Report to reflect any events that occurred at a date subsequent to the filing of the Report and Amendment No. 1 to the Report. The revision does not affect the remaining information set forth in the Report and Amendment No. 1 to the Report, the remaining portions of which have not been amended. Unless otherwise stated in this report, references to “we,” “us,” “our,” or “the company” refer to Vantage Drilling Company.

i

TABLE OF CONTENTS

SAFE HARBOR STATEMENT		1
PART I
Item 1.	Business	2
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	28
Item 2.	Properties	28
Item 3.	Legal Proceedings	28
Item 4.	Submission of Matters to a Vote of Security Holders	28
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	29
Item 6.	Selected Financial Data	31
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	47
Item 8.	Financial Statements and Supplementary Data	48
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	75
Item 9A.	Controls and Procedures	75
Item 9B.	Other Information	76
PART III		77
Item 10.	Directors, Executive Officers and Corporate Governance	77
Item 11.	Executive Compensation	83
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	101
Item 13.	Certain Relationships and Related Transactions, and Director Independence	104
Item 14.	Principal Accounting Fees and Services	108
PART IV		109
ITEM 15.	Exhibits, Financial Statement Schedules	109
SIGNATURES		113

ii

SAFE HARBOR STATEMENT

This Annual Report on Form 10-K contains 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”). This Annual Report includes forward-looking statements regarding our plans, goals, strategies, intent, beliefs or current expectations. These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished. These forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Items contemplating or making assumptions about actual or potential future sales, market size, collaborations, and trends or operating results also constitute such forward looking statements. You should not place undue reliance on these forward-looking statements. These forward-looking statements can be identified by the use of terms and phrases such as “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.). Our actual results could differ materially from those anticipated in these forward-looking statements. Among the factors that could cause actual results to differ materially are the risks and uncertainties described under “Item 1A. Risk Factors,” under “Item 7 Management Discussion and Analysis of Financial Condition and Results of Operations” and the following:

• our being a development stage company with no operating history;

• our dependence on key personnel;

• personnel allocating their time to other businesses and potentially having conflicts of interest with our business;

• the adequacy and availability of additional financing;

• risk associated with operating in the oilfield services industry;

• contract commencements;

• commodity prices;

• utilization rates and dayrates;

• contract awards;

• construction completion, delivery and commencement of operations dates;

• future activity in the jackup rig and deepwater market sectors;

• market outlook for our various classes of rigs;

• capacity constraints for ultra-deepwater rigs and other rig classes;

• effects of new rigs on the market;

• operations in international markets; and

• general economic conditions.

Many of these factors are beyond our ability to control or predict. Any of these factors, or a combination of these factors, could materially affect our future financial condition or results of operations and the ultimate accuracy of the forward-looking statements. These forward-looking statements are not

1

guarantees of our future performances, and our actual results and future developments may differ materially from those projected in the forward-looking statements. Management cautions against putting undue reliance on forward-looking statements or projecting any future results based on such statements or present or prior earnings levels. In addition, each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or revise any forward-looking statements.

PART I

Item 1. Business

Vantage Drilling Company (together with its subsidiaries and predecessors, “Vantage,” the “Company,” “we,” “us” or “our”) was a development stage company through December 31, 2008 and international provider of offshore contract drilling services for oil and gas wells. As of February 28, 2009, we operate one ultra-premium jackup rig in Southeast Asia under a two-year contract and have three ultra-premium jackup rigs under construction with anticipated delivery dates of June 2009, August 2009 and September 2009. We also have entered into an agreement to acquire 45% ownership in an ultra-deepwater drillship now under construction. Additionally we manage two ultra deepwater drillships and one ultra deepwater semisubmersible, all of which are under construction, pursuant to construction supervision and management agreements.

Our primary business is to contract these drilling rigs, related equipment and work crews primarily on a dayrate basis to drill oil and gas wells. Our units, ordinary shares and warrants are listed on the NYSE Alternext US, formerly the American Stock Exchange, under the symbol “VTG.U,” “VTG,” and “VTG.WS,” respectively.

Vantage Drilling Company is a Cayman Islands exempted company with principal executive offices in the U.S. located at 777 Post Oak Boulevard, Suite 610, Houston, Texas 77056. Our telephone number at that address is (281) 404-4700. Our principal executive offices outside of the U.S. are located at P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Our telephone number at that address is (345) 949- 8066.

Background of Vantage

Our predecessor, Vantage Energy Services, Inc. (“Vantage Energy”), a Delaware corporation, was a special purpose acquisition company formed with the intention of engaging in a merger or acquisition in the oilfield services sector. In June 2008, Vantage Energy completed its merger with Offshore Group Investment Limited (“OGIL”), a Cayman Islands exempted company, and Vantage, a newly formed Cayman Island exempted company. Please refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional information.

Our Industry

The offshore contract drilling industry provides drilling, workover and well construction services to oil and natural gas exploration and production companies through the use of mobile offshore drilling rigs. The customers are primarily large multinational oil and natural gas companies, government owned oil and natural gas companies and independent oil and natural gas producers.

Historically, the offshore drilling industry has been very cyclical with periods of high demand, limited rig supply and high dayrates alternating with periods of low demand, excess rig supply and low dayrates. Periods of low demand and excess rig supply intensify the competition in the industry and often result in some rigs becoming idle for long periods of time. As is common throughout the oilfield services industry, offshore contract drilling is largely driven by actual or anticipated changes in oil and natural gas prices and capital spending by companies exploring for and producing oil and natural gas. Sustained high commodity prices historically have led to increases in expenditures for offshore drilling activities and, as a result, greater demand for our services. The recent volatility in the financial markets has led to a global decline in economic activity and increased the uncertainty of the future economic outlook. The decline in economic activity has resulted in a worldwide decrease in demand for oil and natural gas and a steep decline in commodity prices which has caused many oil and gas companies to curtail planned capital spending. Given the volatility in the financial markets and general economic uncertainty, it is difficult to predict to what extent these events will affect our business in 2009 and our ability to grow and implement our strategy

2

Drilling Fleet

The following table sets forth certain information concerning our offshore fleet at March 4, 2009.

Name	Ownership		Make	Year Built	Water Depth Rating (feet)	Drilling Depth Capacity (feet)	Location	Status
Independent Leg Cantilevered Jackups - 4
Emerald Driller	100	%	Baker Marine Pacific Class 375	2008	375	30,000	Thailand	Operating
Sapphire Driller	100	%	Baker Marine Pacific Class 375	2009	375	30,000	Singapore	Construction
Aquamarine Driller	100	%	Baker Marine Pacific Class 375	2009	375	30,000	Singapore	Construction
Topaz Driller	100	%	Baker Marine Pacific Class 375	2009	375	30,000	Singapore	Construction
Dynamically Positioned Drillships - 3
Platinum Explorer	45	%	DSME Proprietary Design	2010	12,000	40,000	Korea	Construction/Contracted
Titanium Explorer	—		DSME Proprietary Design	2011	12,000	40,000	Korea	Construction/Contracted
Cobalt Explorer	—		DSME Proprietary Design	2012	12,000	40,000	Korea	Construction
Semisubmersibles - 2
Oban B	—		Moss Maritime CS50 MkII	2010	10,000	40,000	In Transit	Construction/Contracted
SDO II (1)	—		Moss Maritime CS50 MkII	2011	10,000	40,000	In Transit	Construction

(1) Owner has the option to extend Vantage’s management services agreement to this semisubmersible. We anticipate that Owner will exercise this option. We have commenced marketing this rig to potential customers.

3

Jackups

A jackup rig is a mobile, self-elevating drilling platform equipped with legs that are lowered to the ocean floor until a foundation is established for support and then the hull is raised out of the water into position to conduct drilling and workover operations. The rig hull includes the drilling rig, jacking system, crew quarters, loading and unloading facilities, storage areas for bulk and liquid materials, helicopter deck, and other operating equipment. The cantilever feature allows the drilling platform to be extended out from the hull, permitting the rig to perform drilling and workover operations over pre-existing platforms and structures. The Baker Marine Pacific Class 375 ultra-premium jackup rig is a proprietary design developed as an independent leg, cantilever, non-harsh environment jackup rig. These rigs have a drilling depth of approximately 30,000 feet and may operate in water depths up to 375 feet, depending on ocean and ocean floor conditions.

Drillships

Drillships are self-propelled and can be positioned over a well site through the use of a computer controlled dynamic positioning thruster system. The drillships are suited for drilling in remote locations because of their mobility and large load-carrying capacity. The drillships that we will operate are being constructed by Daewoo Shipbuilding & Marine Engineering Co. Ltd. (“DSME”) and are designed for drilling in water depths of up to 12,000 feet, with a total vertical drilling depth of up to 40,000 feet. The drillships’ hull design has a variable deck load of around 20,000 tons and measuring 781 feet long by 137 feet wide.

Semisubmersibles

Semisubmersibles are floating vessels that can be submerged by means of a water ballast system such that the lower hulls are below the water surface during drilling operations. These rigs are capable of maintaining their position over the well through the use of a computer controlled dynamic positioning thruster system. The semisubmersible that we will operate is designed to operate in water depths up to 10,000 feet, with total vertical drilling depth of up to 40,000 feet. The semisubmersible is designed to be capable of drilling in harsh environmental conditions.

Markets

Offshore drilling rigs are generally marketed on a worldwide basis as rigs can be moved from one region to another. The cost of moving a rig and the availability of rig-moving vessels may cause the supply and demand balance to vary between regions. However, significant variations between regions do not tend to exist long-term because of rig mobility.

The offshore drilling market generally consists of shallow water (< 400 ft.), midwater (>400ft.), deepwater (>4,000 ft.) and ultra-deepwater (>7,500 ft.). The global shallow water market is serviced primarily by jackups. There are approximately 435 marketed jackups in the world, which vary by leg length and configuration.

Our jackup fleet is focused on the “long-legged” (350+ ft) high specification market. The drillships and semisubmersibles that we operate and have agreements to operate are focused on the deepwater and ultra-deepwater segments which have been very strong in recent years as demand for deepwater and ultra-deepwater rigs has exceeded supply.

Drilling Contracts

The offshore contract drilling industry is highly competitive with contracts traditionally awarded on a competitive bid basis. The rigs’ technical capabilities, availability, age and pricing are often the primary factors in determining which qualified contractor is awarded a job. Other key factors include a contractor’s reputation for service, safety record, environmental record, technical and engineering support and long-term relationships with national and international oil companies.

4

Oil and natural gas well drilling contracts are carried out on a dayrate, footage or turnkey basis. Under dayrate contracts, we charge the customer a fixed amount per day regardless of the number of days needed to drill the well. In addition, dayrate contracts usually provide for a reduced dayrate, or lump a sum amount for mobilizing the rig to the well location, or when drilling operations are interrupted or restricted by equipment breakdowns, adverse weather conditions or other conditions beyond our control. A dayrate drilling contract generally covers either the drilling of a single well or group of wells or has a stated term. These contracts may generally be terminated by the customer in the event the drilling unit is damaged, destroyed or lost or if drilling operations are suspended for an extended period of time as a result of a breakdown of equipment or, in some cases, due to other events beyond the control of either party. In addition, drilling contracts with certain customers may be cancelable, without cause, with little or no prior notice and without penalty or early termination payments. In some instances, the dayrate contract term may be extended by the customer exercising options for the drilling of additional wells or for an additional length of time at fixed or mutually agreed terms, including dayrates.

We anticipate that we will contract our services on a dayrate basis. However, market conditions may require us to enter into other contracts that provide for payment on a footage basis, whereby we will be paid a fixed amount for each foot drilled regardless of the time required or the problems encountered in drilling the well, or enter into turnkey contracts, whereby we agree to drill a well to a specific depth for a fixed price and to bear some of the well equipment costs. Compared with dayrate contracts, footage and turnkey contracts involve a higher degree of risk.

A customer is more likely to seek to cancel or renegotiate its contract during periods of depressed market conditions. We could be required to pay penalties if our contracts with our customers are canceled due to excessive downtime or operational problems. Suspension of drilling contracts results in the reduction in or loss of dayrates for the period of the suspension. If our customers cancel some of our significant contracts and we are unable to secure new contracts on substantially similar terms, or if contracts are suspended for an extended period of time, it could adversely affect our consolidated financial statements.

Competition

The contract drilling industry is highly competitive. Demand for contract drilling and related services is influenced by a number of factors, including the current and expected prices of oil and natural gas and the expenditures of oil and natural gas companies for exploration and development of oil and natural gas. In addition, demand for drilling services remains dependent on a variety of political and economic factors beyond our control, including worldwide demand for oil and natural gas, the ability of the Organization of Petroleum Exporting Countries (“OPEC”) to set and maintain production levels and pricing, the level of production of non-OPEC countries and the policies of the various governments regarding exploration and development of their oil and natural gas reserves.

Drilling contracts are generally awarded on a competitive bid or negotiated basis. Pricing is often the primary factor in determining which qualified contractor is awarded a job. Rig availability, capabilities, age and each contractor’s safety performance record and reputation for quality also can be key factors in the determination. Operators also may consider crew experience, rig location and efficiency. We believe that the market for drilling contracts will continue to be highly competitive for the foreseeable future. Certain competitors may have greater financial resources than we do, which may better enable them to withstand periods of low utilization, compete more effectively on the basis of price, build new rigs or acquire existing rigs.

Our competition ranges from large international companies offering a wide range of drilling and other oilfield services to smaller, locally owned companies. Competition for offshore rigs is usually on a global basis, as these rigs are highly mobile and may be moved, at a cost that is sometimes substantial, from one region to another in response to demand.

5

Insurance

The contract drilling industry is subject to hazards inherent in the drilling of oil and natural gas wells, including blowouts and well fires, which could cause personal injury, suspend drilling operations, or seriously damage or destroy the equipment involved. Offshore drilling operations are also subject to hazards particular to marine operations including capsizing, grounding, collision and loss or damage from severe weather. We anticipate obtaining insurance policies covering certain exposures, including physical damage to our drilling rigs and personal injury claims by our drilling crews, loss of hire insurance, insurance for cargo, control of well, auto liability, non-owned aviation and similar potential liabilities. We cannot make any assurances that such insurance will be available or available on terms acceptable to us.

6

Restructure Agreement

On November 18, 2008, Vantage Deepwater Company, a Cayman Islands exempted company and wholly-owned subsidiary of the Company (“Deepwater”), and F3 Capital, a Cayman Islands exempted company that is wholly-owned by Hsin-Chi Su, a director of the Company, entered into a Share Sale and Purchase Agreement (the “Restructure Agreement”) relating to Mandarin Drilling Company, a Marshall Islands corporation, (“Mandarin”) that currently owns the construction contract for thePlatinum Explorer.

Pursuant to the terms of the Restructure Agreement, Deepwater will purchase from F3 Capital in a series of closings an aggregate of 4,500 ordinary shares of Mandarin (constituting 45% of the outstanding shares of Mandarin) in consideration for payments in the aggregate of $189.75 million, of which $40.0 million had previously been paid, and the issuance by the Company of warrants to purchase up to 1.98 million of its ordinary shares, par value $.001 per share. In order for Deepwater to fund the purchase, F3 Capital has agreed to exercise the 25.0 million warrants that were issued to it in connection with the Company’s acquisition of OGIL on June 12, 2008. Upon exercise the Company will issue 25.0 million ordinary shares and use the approximately $150.0 million of proceeds to fund the remaining cash consideration. The consummation of this transaction is subject to customary closing conditions.

In connection with the closing of the Restructure Agreement, Deepwater and F3 Capital have executed a shareholders’ agreement which shall become effective once Deepwater owns 45% of the outstanding shares of Mandarin (the “Shareholders Agreement”). Pursuant to the Shareholders Agreement, Deepwater and F3 Capital agree to jointly promote and develop the business of Mandarin, such business being the ownership, construction, operation and management of thePlatinum Explorer currently under construction at DSME. The Shareholders Agreement provides for a five member board of directors for Mandarin, two of whom are to be designated by Deepwater and three of whom are to be designated by F3 Capital. The Shareholder Agreement further provides that Deepwater and F3 Capital shall jointly seek financing necessary to fund the final shipyard installment payment, due at delivery, in late 2010 for thePlatinum Explorer. In connection with this financing, Deepwater and F3 Capital will provide credit support in relation to their respective ownership percentage in the form of guarantees or additional funds. F3 Capital is responsible solely for funding the next two installments due the shipyard for thePlatinum Explorer.

Environmental Regulation

For a discussion of the effects of environmental regulation, see “Item 1A. Risk Factors—Vantage Drilling is subject to numerous governmental laws and regulations, including those that may impose significant costs and liability on it for environmental and natural resource damages.” As our operations increase, we anticipate that we will make expenditures to comply with environmental requirements. To date, we have not expended material amounts in order to comply and we do not believe that our compliance with such requirements will have a material adverse effect upon our results of operations or competitive position or materially increase our capital expenditures.

Employees

At December 31, 2008, we had approximately 92 employees.

Available Information

Our website address is www.vantagedrilling.com. We make our website content available for information purposes only. It should not be relied upon for investment purposes, nor is it incorporated by reference in this Form 10-K. We make available on this website under “Investor Relations-SEC Filings,” free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports as soon as reasonably practicable after we electronically file those materials with, or furnish those materials to, the Securities and Exchange Commission (“SEC”). The SEC also maintains a website atwww.sec.gov that contains reports, proxy statements and other information regarding SEC registrants, including us.

7

You may also find information related to our corporate governance, board committees and company code of business conduct and ethics at our website. Among the information you can find there is the following:

• Audit Committee Charter;

• Nominating Committee Charter;

• Whistleblower Policy;

• Code of Business Conduct & Ethics; and

8

• Corporate Governance Guidelines.

We intend to satisfy the requirement under Item 5.05 on Form 8-K to disclose any amendments to our Code of Business Conduct & Ethics and any waiver from a provision of our Code of Business Conduct & Ethics by posting such information in the Corporate Governance section of our website atwww.vantagedrilling.com.

Item 1A. Risk Factors

In evaluating our business, you should consider carefully the following risk factors in addition to the other information presented in this Annual Report on Form 10-K. The risks and uncertainties described below may not be the only risks that we face. If any of these risks or uncertainties actually occurs, our business, financial condition or results of operation could be materially adversely affected and the market price of our securities may decline.

Risks Related to Our Business

Our business is difficult to evaluate due to a lack of operational history.

Our predecessor, Vantage Energy, was formed in September 2006 and consummated an initial public offering in May 2007. Vantage Energy was a “special purpose acquisition company” with a limited operational history which consisted of certain financial transactions and the evaluation of potential acquisitions including the acquisition of OGIL. Vantage was formed in 2007 primarily for the purpose of merging Vantage Energy with OGIL. The operations of OGIL have been limited to the assumption of the construction contracts for the four Baker Marine Pacific Class 375 ultra premium jackup drilling rigs, the first of which was placed into service in February 2009. Because we have a limited operating history, you may not be able to evaluate our future prospects accurately, which will be dependent on our ability to successfully complete the construction of the jackups, semisubmersibles and drillships, obtain customer contracts and operate the jackups, semisubmersibles and drillships.

A material or extended decline in expenditures by oil and gas exploration and production companies, due to a decline or volatility in oil and natural gas prices, a decrease in demand for oil and natural gas or other factors, would adversely affect our business.

Our business depends on the level of activity in oil and natural gas exploration, development and production expenditures of our customers. Oil and natural gas prices and our customers’ expectations of potential changes in these prices significantly affect this level of activity. Commodity prices are affected by numerous factors, including the following:

• changes in the global economic conditions, including the potential for a recession;

• the demand for oil and natural gas;

• the cost of exploring for, producing and delivering oil and natural gas;

• expectations regarding future prices;

• advances in exploration, development and production technology;

• the ability of OPEC to set and maintain production levels and pricing;

• the availability and discovery rate of new oil and natural gas reserves in offshore areas;

• the rate of decline of existing and new oil and gas reserves;

• the level of production in non-OPEC countries;

• domestic and international tax policies;

• the development and exploitation of alternative fuels;

• the policies of various governments regarding exploration and development of their oil and natural gas reserves; and

9

• the worldwide military and political environment, uncertainty or instability resulting from an escalation or additional outbreak of armed hostilities or other crises in significant oil and natural gas producing regions or further acts of terrorism.

Oil and natural gas prices have been at historically high levels until experiencing a sharp decline during the second half of 2008. This decline in commodity prices has caused companies exploring for and producing oil and natural gas to cancel or curtail their drilling programs, or reduce their levels of capital expenditures for exploration and production for a variety of reasons, including their lack of success in exploration efforts. Any reduction in the demand for drilling services may materially erode dayrates and utilization rates for drilling rigs, which would adversely affect our business, financial condition and results of operations and could have a significant negative impact on the market price of our securities.

10

Our business is affected by local, national and worldwide economic conditions and the condition of the oil and gas industry.

Recent economic data indicates the rate of economic growth worldwide has declined significantly from the growth rates experienced in recent years. The consequences of a recession may include a lower level of economic activity, uncertainty regarding energy and commodity prices and reduced demand for oil and natural gas. In addition, current economic conditions may cause many oil and natural gas production companies to reduce or delay expenditures to reduce costs, which in turn may cause a reduction in the demand for our services. If the recession is prolonged or worsens, our business and financial condition may be adversely impacted and we could become more vulnerable to further adverse general economic and industry conditions.

Adverse capital and credit market conditions may significantly affect our ability to meet liquidity needs, access to capital and cost of capital.

During the second half of 2008 and continuing in 2009, the financial markets experienced extreme volatility. Disruptions, uncertainty or volatility in the financial markets may limit our access to capital. In December 2008, we entered into an amendment to our credit agreement that made a portion of the facility subject to syndication to other financial institutions. If we are not able to successfully syndicate those portions of our facility we will need to seek additional financing in order to complete our jackup rig construction program. The availability of additional financing will depend on a variety of factors including market and general economic conditions, the availability of capital, and the possibility that investors could develop a negative perception of our long- or short-term projects. If we are not able to successfully obtain additional financing on favorable terms, or at all, our business and financial condition could be materially adversely affected.

Our industry is highly competitive, cyclical and subject to intense price competition. Due to our lack of operating history, we may be at a competitive disadvantage to our competitors.

The offshore contract drilling industry is highly competitive with contracts traditionally awarded on a competitive bid basis. The rigs’ technical capabilities, availability and pricing are often the primary factors in determining which qualified contractor is awarded a job. Other key factors include a contractor’s reputation for service, safety record, environmental record, technical and engineering support and long-term relationships with national and international oil companies. Our competitors in the offshore contract drilling industry generally have larger, more diverse fleets, longer operating histories that have established safety and environmental records over a measurable period of time, experienced in-house technical and engineering support departments and long-term relationships with customers. This provides our competitors with competitive advantages that may adversely affect our efforts to contract the rigs on favorable terms, if at all, and correspondingly negatively impact our financial position and results of operations.

The offshore contract drilling industry, historically, has been very cyclical with periods of high demand, limited rig supply and high dayrates alternating with periods of low demand, excess rig supply and low dayrates. Periods of low demand and excess rig supply intensify competition in the industry and often result in some rigs becoming idle for long periods of time. Our lack of operating history may put us at a competitive disadvantage and result in our rigs being idle. Prolonged periods of low utilization and dayrates, or extended idle time, could result in the recognition of impairment charges on our rigs if cash flow estimates, based upon information available to management at the time, indicate that the carrying value of the rigs may not be recoverable.

Our business involves numerous operating hazards, and our insurance may not be adequate to cover our losses.

Our operations will be subject to the usual hazards inherent in the drilling and operation of oil and natural gas wells, such as blowouts, reservoir damage, loss of production, loss of well control, punchthroughs, craterings, fires and pollution. The occurrence of these events could result in the suspension

11

of drilling or production operations, claims by the operator, severe damage to or destruction of the property and equipment involved, injury or death to rig personnel, and environmental damage. We may also be subject to personal injury and other claims of rig or drillship personnel as a result of our drilling operations. Operations also may be suspended because of machinery breakdowns, abnormal operating conditions, failure of subcontractors to perform or supply goods or services and personnel shortages.

In addition, our operations will be subject to perils peculiar to marine operations, including capsizing, grounding, collision and loss or damage from severe weather. Severe weather could have a material adverse effect on our operations. Our rigs could be damaged by high winds, turbulent seas, or unstable sea bottom conditions which could potentially cause us to curtail operations for significant periods of time until the damages are repaired.

12

Damage to the environment could result from our operations, particularly through oil spillage or extensive uncontrolled fires. We may also be subject to property, environmental and other damage claims by oil and natural gas companies and other businesses operating offshore and in coastal areas. Insurance policies and contractual rights to indemnity may not adequately cover losses, and we may not have insurance coverage or rights to indemnity for all risks. Moreover, pollution and environmental risks generally are not fully insurable.

If a significant accident or other event resulting in damage to our rigs, including severe weather, terrorist acts, war, civil disturbances, pollution or environmental damage, occurs and is not fully covered by insurance or a recoverable indemnity from a customer, it could adversely affect our financial condition and results of operations.

Customers may be unable or unwilling to indemnify us.

Consistent with standard industry practice, clients generally assume, and indemnify against, well control and subsurface risks under dayrate contracts. These risks are those associated with the loss of control of a well, such as blowout or cratering, the cost to regain control or redrill the well and associated pollution. We may not be able to obtain agreement from customers to indemnify us for such damages and risks. Additionally, even if clients agree to indemnify us, there can be no assurance, however, that clients will necessarily be financially able to indemnify us against all these risks.

Failure to obtain deliveries of the jackup rigs may have a material and adverse effect on Vantage.

At this time only one of the rigs is operational. The other jackup rigs may not be completed, delivered to us or acceptable to our clients. We may not be able to secure any drilling contracts for the rigs now or in the future. Any failure to obtain drilling contracts for any or all of the rigs may have a material and adverse effect on our results of operations and viability as a business.

There may be limits to our ability to mobilize rigs between geographic markets and the time and costs of such rig mobilizations may be material to its business.

The offshore contract drilling market is generally a global market as rigs may be mobilized from one market to another market. However, geographic markets can, from time to time, have material fluctuations as the ability to mobilize rigs can be impacted by several factors including, but not limited to, governmental regulation and customs practices, the significant costs to move a rig, availability of tow boats, weather, and the technical capability of the rigs to operate in various environments. Additionally, while a rig is being mobilized from one geographic market to another, we may not be paid by our client for the time out of service or may mobilize the rig without a customer contract which will result in a lack of revenues that may be material to its results of operations and financial position.

Operating and maintenance costs will not necessarily fluctuate in proportion to changes in operating revenues.

We do not expect operating and maintenance costs to necessarily fluctuate in proportion to changes in operating revenues. Operating revenues may fluctuate as a function of changes in dayrate. However, costs for operating a rig are generally fixed or only semi-variable regardless of the dayrate being earned. In addition, should the rigs incur idle time between contracts, we would typically maintain the crew to prepare the rig for its next contract and would not reduce costs to correspond to the decrease in revenue. During times of moderate activity, reductions in costs may not be immediate as the crew may be required to prepare the rigs for stacking, after which time the crew will be reduced to a level necessary to maintain the rig in working condition with the extra crew members assigned to active rigs or dismissed. In addition, as rigs are mobilized from one geographic location to another, the labor and other operating and maintenance costs can vary significantly. Equipment maintenance expenses fluctuate depending upon the type of activity the unit is performing and the age and condition of the equipment. Contract preparation expenses vary based on the scope and length of contract preparation required and the duration of the firm contractual period over which such expenditures are amortized.

13

Our business is subject to numerous governmental laws and regulations, including those that may impose significant costs and liability on it for environmental and natural resource damages.

Many aspects of our operations are affected by governmental laws and regulations that may relate directly or indirectly to the contract drilling and well servicing industries, including those requiring us to control the discharge of oil and other contaminants into the environment or otherwise relating to environmental protection. Our operations and activities in the United States will be subject to numerous environmental laws and regulations, including the Oil Pollution Act of 1990, the Outer Continental Shelf Lands Act, the Comprehensive Environmental Response, Compensation and Liability Act and the International Convention for the Prevention of Pollution from Ships. Additionally, other countries where we operate have environmental laws and regulations covering the discharge of oil and other contaminants and protection of the environment in connection with operations. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and even criminal penalties, the imposition of remedial obligations, the denial or revocation of permits or other authorizations and the issuance of injunctions that may limit or prohibit our operations. Laws and regulations protecting the environment have become more stringent in recent years and may in certain circumstances impose strict liability, rendering us liable for environmental and natural resource damages without regard to negligence or fault on our part. These laws and regulations may expose us to liability for the conduct of, or conditions caused by, others or for acts that were in compliance with all applicable laws at the time the acts were performed. The application of these requirements, the modification of existing laws or regulations or the adoption of new laws or regulations curtailing exploratory or development drilling for oil and natural gas could materially limit future contract drilling opportunities or materially increase our costs or both. In addition, we may be required to make significant capital expenditures to comply with laws and regulations or materially increase our costs or both.

14

Any ban of offshore drilling by any city, state, or nation, or by any governing body may have a material and adverse affect on our business.

Events in recent years have heightened environmental and regulatory concerns about the oil and gas industry. From time to time, governing bodies may propose legislation that would materially limit or prohibit offshore drilling in certain areas. To date, no proposals which would materially limit or prohibit offshore drilling in our expected areas of operation have been enacted into law. However, governing bodies may enact such laws now or in the future. If laws are enacted or other governmental action is taken that restrict or prohibit offshore drilling in our expected areas of operation we could be materially and adversely affected.

Changes in laws, effective tax rates or adverse outcomes resulting from examination of our tax returns could adversely affect our financial results.

Our future effective tax rates could be adversely affected by changes in tax laws, both domestically and internationally. Tax laws and regulations are highly complex and subject to interpretation. Consequently, we are subject to changing tax laws, treaties and regulations in and between countries in which we operate. Our income tax expense is based upon its interpretation of the tax laws in effect in various countries at the time that the expense was incurred. A change in these tax laws, treaties or regulations or in the interpretation thereof, could result in a materially higher tax expense or a higher effective tax rate on our worldwide earnings. If any country successfully challenges our income tax filings based on our operational structure there, or if we otherwise lose a material dispute, our effective tax rate on worldwide earnings could increase substantially and our financial results could be materially adversely affected.

New technology and/or products may cause our jackup rigs to become less competitive.

The offshore contract drilling industry is subject to the introduction of new drilling techniques and services using new technologies, some of which may be subject to patent protection. As competitors and others use or develop new technologies, we may be placed at a competitive disadvantage. Further, we may face competitive pressure to implement or acquire certain new technologies at a substantial cost. Most of our competitors have greater financial, technical and personnel resources that will allow them to enjoy technological advantages and implement new technologies before we can. We cannot be certain that we will be able to implement new technology or products on a timely basis or at an acceptable cost. Thus, our ability to effectively use and implement new and emerging technology may have a material and adverse effect on our financial condition and results of operations.

Our insurance coverage may not be adequate if a catastrophic event occurs.

As a result of the number of catastrophic events in the contract offshore industry in recent years, such as hurricanes in the Gulf of Mexico, insurance underwriters have increased insurance premiums and increased restrictions on coverage and have made other coverages unavailable.

While we will attempt to obtain, and believe we can obtain, reasonable policy limits of property, casualty, liability, and business interruption insurance, including coverage for acts of terrorism, with financially sound insurers, we cannot guarantee that our policy limits for property, casualty, liability, and business interruption insurance, including coverage for acts of terrorism, would be adequate should a catastrophic event occur related to our property, plant, equipment, or product, or that our insurers would have adequate financial resources to sufficiently or fully pay related claims or damages. When any of our coverage expires, we cannot guarantee that adequate replacement coverage will be available, offered at reasonable costs, or offered by insurers with sufficient financial soundness. The occurrence of an incident or incidents affecting any one or more of the rigs could have a materially adverse effect on our financial position and future results of operations if asset damage and/or company liability was to exceed insurance coverage limits or if an insurer was unable to sufficiently or fully pay related claims or damages which may significantly impair our ability to obtain such insurance coverage in the future.

15

We will incur substantial amounts of debt that may limit the cash flow available for its operations and place it at a competitive disadvantage.

We will incur a substantial amount of debt to fund the construction of the jackup rigs. Our level of indebtedness has important consequences to you and your investment in our securities. For example, our level of indebtedness may:

• require us to use a substantial portion of our cash flow from operations to pay interest and principal on our debt, which would reduce the funds available for working capital, capital expenditures and other general corporate purposes;

• limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions and other investments, which may limit our ability to carry out our business strategy;

• result in higher interest expense if interest rates increase and we have outstanding floating rate borrowings; or

• heighten our vulnerability to downturns in business or in the general economy and restrict us from exploiting business opportunities or making acquisitions.

Each of these factors may have a material and adverse effect on our financial condition and viability.

Our international operations are subject to additional political, economic, and other uncertainties not generally associated with domestic operations.

The primary component of our business strategy is to operate in international oil and natural gas producing areas. Our international operations will be subject to a number of risks inherent in any business operating in foreign countries, including:

• political, social and economic instability, war and acts of terrorism;

• potential seizure, expropriation or nationalization of assets;

• damage to our equipment or violence directed at our employees, including kidnappings;

• piracy;

• increased operating costs;

• complications associated with repairing and replacing equipment in remote locations;

• repudiation, modification or renegotiation of contracts;

• limitations on insurance coverage, such as war risk coverage in certain areas;

• import-export quotas;

• confiscatory taxation;

• work stoppages;

• unexpected changes in regulatory requirements;

• wage and price controls;

• imposition of trade barriers;

• imposition or changes in enforcement of local content laws;

• restrictions on currency or capital repatriations;

• currency fluctuations and devaluations; and

• other forms of government regulation and economic conditions that are beyond our control.

Our financial condition and results of operations could be susceptible to adverse events beyond our control that may occur in the particular country or region in which we are active. Additionally, we may experience currency exchange losses where revenues are received and expenses are paid in nonconvertible currencies or where we do not hedge an exposure to a foreign currency. We may also incur losses as a result of an inability to collect revenues because of a shortage of convertible currency available to the country of operation, controls over currency exchange or controls over the repatriation of income or capital.

16

Many governments favor or effectively require that drilling contracts be awarded to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. These practices may result in inefficiencies or put us at a disadvantage when bidding for contracts against local competitors.

17

Our contract drilling operations will be subject to various laws and regulations in countries in which we operate, including laws and regulations relating to the equipment and operation of drilling units, currency conversions and repatriation, oil and natural gas exploration and development, taxation of offshore earnings and earnings of expatriate personnel, the use of local employees and suppliers by foreign contractors and duties on the importation and exportation of units and other equipment. Governments in some foreign countries have become increasingly active in regulating and controlling the ownership of concessions and companies holding concessions, the exploration for oil and natural gas and other aspects of the oil and natural gas industries in their countries. In some areas of the world, this governmental activity has adversely affected the amount of exploration and development work done by major oil and natural gas companies and may continue to do so. Operations in less developed countries can be subject to legal systems which are not as mature or predictable as those in more developed countries, which can lead to greater uncertainty in legal matters and proceedings.

Construction projects are subject to risks, including delays and cost overruns, which could have an adverse impact on our available cash resources and results of operations.

As part of our growth strategy we will contract from time to time for the construction of rigs and drillships. We currently have contracts for the construction of three jackup rigs. Additionally, we will oversee and manage the construction of three ultra-deepwater drillships and one ultra-deepwater semisubmersible for third parties. Our rig construction projects are subject to the risks of delay or cost overruns inherent in any large construction project, including costs or delays resulting from the following:

• unexpectedly long delivery times for, or shortages of, key equipment, parts and materials;

• shortages of skilled labor and other shipyard personnel necessary to perform the work;

• unforeseen increases in the cost of equipment, labor and raw materials, particularly steel;

• unforeseen design and engineering problems;

• unanticipated actual or purported change orders;

• work stoppages;

• latent damages or deterioration to hull, equipment and machinery in excess of engineering estimates and assumptions;

• failure or delay of third-party service providers and labor disputes;

• disputes with shipyards and suppliers;

• delays and unexpected costs of incorporating parts and materials needed for the completion of projects;

• financial or other difficulties at shipyards;

• adverse weather conditions; and

• inability to obtain required permits or approvals.

We may experience delays and costs overruns in the construction of these rigs due to certain of the factors listed above. Any delays could put at risk our planned arrangements to commence operations on schedule and subject us to penalties for such failure.

Significant cost overruns or delays would adversely affect our financial condition and results of operations. Additionally, capital expenditures for these projects could exceed our planned capital expenditures. Failure to complete a construction project on time may, in some circumstances, result in the delay, renegotiation or cancellation of a drilling contract.

Our financial condition may be adversely effected if we are unable to identify and complete future acquisitions, fail to successfully integrate acquired assets or businesses we acquire, or are unable to obtain financing for acquisitions on acceptable terms.

The acquisition of assets or businesses that we believe to be complementary to our drilling operations is an important component of our business strategy. We believe that acquisition opportunities

18

may arise from time to time, and any such acquisition could be significant. At any given time, discussions with one or more potential sellers may be at different stages. However, any such discussions may not result in the consummation of an acquisition transaction, and we may not be able to identify or complete any acquisitions. Any such transactions could involve the payment by us of a substantial amount of cash, the incurrence of a substantial amount of debt or the issuance of a substantial amount of equity. We cannot predict the effect, if any, that any announcement or consummation of an acquisition would have on the trading price of our securities.

Any future acquisitions could present a number of risks, including:

• the risk of incorrect assumptions regarding the future results of acquired operations;

19

• the risk of failing to integrate the operations or management of any acquired operations or assets successfully and timely; and

• the risk of diversion of management’s attention from existing operations or other priorities.

In addition, we may not be able to obtain, on terms we find acceptable, sufficient financing that may be required for any such acquisition or investment.

If we are unsuccessful in completing acquisitions of other operations or assets, our financial condition could be adversely affected and we may be unable to implement an important component of our business strategy successfully. In addition, if we are unsuccessful in integrating our acquisitions in a timely and cost-effective manner, our financial condition and results of operations could be adversely affected.

Failure to employ a sufficient number of skilled workers or an increase in labor costs could hurt our operations.

We will require skilled personnel to operate and provide technical services to and support for our rigs and drillships. In periods of increasing activity and when the number of operating units in our areas of operation increases, either because of new construction, re-activation of idle units or the mobilization of units into the region, shortages of qualified personnel could arise, creating upward pressure on wages and difficulty in staffing. The shortages of qualified personnel or the inability to obtain and retain qualified personnel also could negatively affect the quality and timeliness of our work. In addition, our ability to expand our operations depends in part upon our ability to increase the size of our skilled labor force.

Compliance with or a breach of environmental laws can be costly and could limit our operations.

Our operations will be subject to regulations that require us to obtain and maintain specified permits or other governmental approvals, control the discharge of materials into the environment, require the removal and cleanup of materials that may harm the environment or otherwise relate to the protection of the environment. Laws and regulations protecting the environment have become more stringent in recent years, and may in some cases impose strict liability, rendering a person liable for environmental damage without regard to negligence or fault on the part of such person. Some of these laws and regulations may expose us to liability for the conduct of, or conditions caused by, others or for acts that were in compliance with all applicable laws at the time they were performed. The application of these requirements, the modification of existing laws or regulations or the adoption of new requirements could have a material adverse effect on our financial condition and results of operations.

Our credit agreement imposes significant operating and financial restrictions, which may prevent us from capitalizing on business opportunities and taking some actions.

Our credit agreement imposes significant operating and financial restrictions on us. These restrictions limit our ability to:

• make investments and other restricted payments, including dividends;

• incur or guarantee additional indebtedness;

• create or incur liens;

• receive dividend or other payments from our subsidiaries to us;

• sell our assets or consolidate or merge with or into other companies; and

• engage in transactions with affiliates.

These limitations are subject to a number of important qualifications and exceptions. Our credit agreement also requires us to maintain a minimum working capital ratio and fixed charge coverage ratio and maximum leverage ratio and net debt to capitalization ratio. Our compliance with these provisions may materially adversely affect our ability to react to changes in market conditions, take advantage of business

20

opportunities we believe to be desirable, obtain future financing, fund needed capital expenditures, finance our acquisitions, equipment purchases and development expenditures, or withstand a future downturn in our business.

If we are unable to comply with the restrictions and covenants in the agreements governing our indebtedness or in current or future debt financing agreements, there could be a default under the terms of these agreements which could result in an acceleration of payment of funds that we have borrowed. Our ability to comply with these restrictions and covenants, including meeting financial ratios and tests, may be affected by events beyond our control. If a default occurs under these agreements, lenders could terminate their commitments to lend or accelerate the outstanding loans and declare all amounts borrowed due and payable. Borrowings under other debt instruments that contain cross-acceleration or cross-default provisions may also be accelerated and become due and payable. If any of these events occur, our assets might not be sufficient to repay in full all of our outstanding indebtedness, and we may be unable to find alternative financing. Even if we could obtain alternative financing, that financing might not be on terms that are favorable or acceptable. If we were unable to repay amounts borrowed, the holders of the debt could initiate a bankruptcy proceeding or liquidation proceeding against collateral.

21

Market conditions may dictate that we enter into contracts that provide for payment based on a footage or turnkey basis, rather than on a dayrate basis, which could have a material adverse impact on our financial position and result of operations.

During cyclical periods of depressed market conditions, a customer may no longer need a rig that is currently under contract or may be able to obtain a comparable rig at a lower daily rate. As a result, our potential customers may seek to renegotiate the terms of their existing drilling contracts or avoid their obligations under those contracts. In addition, the customers may have the right to terminate, or may seek to renegotiate, existing contracts if we experience downtime, operational problems above the contractual limit or safety related issues, if the rig is a total loss or in other specified circumstances. Some of our contracts may include terms allowing them to terminate contracts without cause, with little or no prior notice and without penalty or early termination payments. In addition, we could be required to pay penalties, which could be material, if some of our contracts with our customers are terminated due to downtime or operational problems. We may enter into contracts that are cancelable at the option of the customer upon payment of a penalty, which may not fully compensate us for the loss of the contract. Early termination of a contract may result in a rig being idle for an extended period of time. The likelihood that a customer may seek to terminate a contract is increased during periods of market weakness.

While we intend to perform our services on a dayrate basis, market conditions may dictate that we enter into contracts that provide for payment based on a footage basis, whereby we are paid a fixed amount for each foot drilled regardless of the time required or the problems encountered in drilling the well, or enter into turnkey contracts, whereby it agrees to drill a well to a specific depth for a fixed price and bear some of the well equipment costs. These types of contracts are more risky than a dayrate contract as the company would be subject to downhole geologic conditions in the well that cannot always be accurately determined and subject it to greater risk associated with equipment and downhole tool failures. Unfavorable downhole geologic conditions and equipment and downhole tool failures may result in significant costs increase or may result in a decision to abandon a well project which would result in the Company not being able to invoice revenues for providing services. Such unfavorable costs increases or loss of revenue could have a material adverse impact on its financial position and result of operations.

Dependence on Key Personnel—The loss of some key executive officers and employees could negatively impact our business prospects.

Our future operations performance depends to a significant degree upon the continued service of key members of management as well as marketing, sales and operations personnel. The loss of one or more of our key personnel would have a material adverse effect on our business. We believe our future success will also depend in large part upon our ability to attract, retain and further motivate highly skilled management, marketing, sales and operations personnel. We have experienced intense competition for personnel, and we cannot assure that we will be able to retain our key employees or that we will be successful in attracting, assimilating and retaining personnel in the future.

SOX 404 Compliance—While we believe that we currently have adequate internal control procedures in place, we are still exposed to potential risks from legislation requiring companies to evaluate controls under Section 404 of the Sarbanes-Oxley Act of 2002.

We have evaluated our internal controls systems in order to allow management to report on, and our Independent Registered Public Accounting Firm to attest to, our internal controls, as required by Section 404 of the Sarbanes-Oxley Act. We have performed the system and process evaluation and testing required complying with the management certification requirements of, and preparing for the auditor attestation under, Section 404. As a result, we incurred additional expenses and a diversion of management’s time. While we have been able to fully implement the requirements relating to internal controls and all other aspects of Section 404 in a timely fashion, we cannot be certain that our internal control over financial reporting will be adequate in the future to ensure compliance with the requirements of the Sarbanes-Oxley Act. If we are not able to maintain adequate internal control over financial reporting, we might be susceptible to sanctions or investigation by regulatory authorities, such as the Securities and Exchange Commission. Any such action could adversely affect our financial results and the market price of our ordinary shares.

22

The recent worldwide financial and credit crisis could lead to an extended worldwide economic recession and have a material adverse effect on our revenue and profitability.

The recent worldwide financial and credit crisis has reduced the availability of liquidity and credit to fund the continuation and expansion of industrial business operations worldwide. The shortage of liquidity and credit combined with recent substantial losses in worldwide equity markets has lead to an extended worldwide economic recession. A slowdown in economic activity caused by a recession has reduced worldwide demand for energy and resulted in lower oil and natural gas prices. Benchmark crude prices peaked at over $140 per barrel in July 2008 and then declined dramatically to approximately $45 per barrel at yearend. During 2009, the benchmark for crude prices has fluctuated between the mid $30’s per barrel and mid $40’s per barrel. Demand for our services depends on oil and natural gas industry activity and expenditure levels that are directly affected by trends in oil and natural gas prices. Demand for our services is particularly sensitive to the level of exploration, development, and production activity of, and the corresponding capital spending by, oil and natural gas companies, including national oil companies. Any prolonged reduction in oil and natural gas prices could depress the immediate levels of exploration, development, and production activity. Perceptions of longer-term lower oil and natural gas prices by oil and gas companies could similarly reduce or defer major expenditures given the long-term nature of many large-scale development projects. Lower levels of activity result in a corresponding decline in the demand for our services, which could have a material adverse effect on our revenue and profitability. Additionally, these factors may adversely impact our financial position if they are determined to cause an impairment of our long-lived assets.

The global financial crisis may impact our business and financial condition in ways that we currently cannot predict.

The continued credit crisis and related instability in the global financial system has had, and may continue to have, an impact on our business and our financial condition. We may face significant challenges if conditions in the financial markets do not improve. Our ability to access the capital markets may be severely restricted at a time when we would like, or need, to access such markets, which could have an impact on our flexibility to react to changing economic and business conditions. The credit crisis could have an impact on the lenders participating in our credit facilities or on our customers, causing them to fail to meet their obligations to us.

23

Risks Related to Ordinary Shares

Ownership of our Ordinary Shares by F3 Capital—Because Hsin-Chi Su, through his ownership of F3 Capital, will continue to hold a significant interest in us, the influence of our public shareholders over significant corporate actions will be limited.

As of March 1, 2009, F3 Capital owns approximately 48.0% of our issued and outstanding ordinary shares. Upon completion of the restructuring agreement for the Platinum Explorer and assuming conversion of outstanding loans, F3 Capital will own approximately 67.0% of our issued and outstanding ordinary shares. Through his ownership of F3 Capital, Hsin-Chi Su, one of our directors, will have significant influence over matters such as the election of our directors; control over business, policies and affairs; and other matters submitted to our shareholders.

Additional sales of our ordinary shares or warrants by F3 Capital or our employees or issuances by us in connection with future acquisitions or otherwise could cause the price of our securities to decline.

If F3 Capital sells a substantial number of our ordinary shares in the future, the market price of our ordinary shares could decline. The perception among investors that these sales may occur could produce the same effect. Furthermore, if we were to include ordinary shares in a registration statement initiated by us, those additional shares could impair our ability to raise needed capital by depressing the price at which we could sell our ordinary shares.

One component of our business strategy is to make acquisitions. In the event of any future acquisitions, we could issue additional ordinary shares, which would have the effect of diluting your percentage ownership of the ordinary shares and could cause the price of our ordinary shares to decline.

We have no plans to pay regular dividends on our ordinary shares, so investors in our ordinary shares may not receive funds without selling their shares.

We do not intend to declare or pay regular dividends on our ordinary shares in the foreseeable future. Instead, we generally intend to invest any future earnings in our business. Subject to Cayman Islands law, our board of directors will determine the payment of future dividends on our ordinary shares, if any, and the amount of any dividends in light of any applicable contractual restrictions limiting our ability to pay dividends, our earnings and cash flows, our capital requirements, our financial condition, and other factors our board of directors deems relevant. Our credit agreement restricts our ability to pay dividends or other distributions on our equity securities. Accordingly, shareholders may have to sell some or all of their ordinary shares in order to generate cash flow from their investment. Shareholders may not receive a gain on their investment when they sell our ordinary shares and may lose the entire amount of their investment.

Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.

We are an exempted company incorporated under the laws of the Cayman Islands, and substantially all of our assets will be located outside the United States. In addition, most of our directors and executive officers are nationals or residents of jurisdictions other than the United States and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or executive officers, or enforce judgments obtained in the United States courts against our directors or executive officers.

Our corporate affairs will be governed by our memorandum and articles of association, the Companies Law (2007 Revision) (as the same may be supplemented or amended from time to time) (the “Companies Law”) and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are, to a large extent, governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial

24

precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws as compared to the United States, and some states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

25

The Cayman Islands courts are also unlikely:

• to recognize or enforce against us judgments of courts of the United States based on certain civil liability provisions of U.S. securities laws; and

• to impose liabilities against us, in original actions brought in the Cayman Islands, based on certain civil liability provisions of U.S. securities laws that are penal in nature.

There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits. The Grand Court of the Cayman Islands may stay proceedings if concurrent proceedings are being brought elsewhere.

Certain differences in corporate law in the Cayman Islands and the United States could discourage or prevent our acquisition.

Cayman Islands companies are governed by, among others laws, the Companies Laws. The Companies Law is modeled on English Law but does not follow recent English Law statutory enactments, and differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of some significant differences between the provisions of the Companies Law applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.

Mergers and Similar Arrangements. Cayman Island law does not provide for mergers as that expression is generally understood under the corporate laws of the various states of the United States. While Cayman Islands law does have statutory provisions that facilitate the reconstruction and amalgamation of companies in certain circumstances, commonly referred to in the Cayman Islands as a “scheme of arrangement” which may be tantamount to a merger, reconstructions and amalgamations can be achieved through other means to these statutory provisions, such as a share capital exchange, asset acquisition or control, through contractual arrangements, of an operating business. In the event that these statutory provisions are used (which are more rigorous and take longer to complete than the procedures typically required to consummate a merger in the United States), the arrangement in question must be approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meeting summoned for that purpose. The convening of the meetings and subsequently the terms of the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to the court the view that the transaction ought not be approved, the court can be expected to approve the arrangement if it satisfies itself that:

• we are not proposing to act illegally or beyond the scope of our corporate authority and the statutory provisions as to majority vote have been complied with;

• the shareholders have been fairly represented at the meeting in question;

• the arrangement is such as a businessman would reasonably approve; and

• the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law or that would amount to a “fraud on the minority.”

When a takeover offer is made and accepted by holders of 90% of the shares to which the offer applies within four months, the offeror may, within a two-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed unless there is evidence of fraud, bad faith, collusion or inequitable treatment of the shareholders.

If the arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of United States corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

26

Shareholders’ Suits. Our Cayman Islands counsel is not aware of any reported class action or derivative action having been successfully brought in a Cayman Islands court. In principle, we will normally be the proper plaintiff and a claim against us (for example) or our officers or directors may not be brought by a shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which:

• a company is acting or proposing to act illegally or beyond the scope of its authority;

• the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes which have actually been obtained; or

27

• those who control the company are perpetrating a “fraud on the minority.”

A shareholder may have a direct right of action against the company where the individual rights of that shareholder have been infringed or are about to be infringed.

Enforcement of Civil Liabilities—Holders of ordinary shares may have difficulty obtaining or enforcing a judgment against us because we are incorporated under the laws of the Cayman Islands.

The Cayman Islands has a less developed body of securities laws as compared to the United States and provides significantly less protection to investors. Additionally, Cayman Islands companies may not have standing to sue before the federal courts of the United States. Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize a foreign judgment as the basis for a claim at common law in the Cayman Islands provided such judgment:

• is given by a competent foreign court;

• imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given;

• is final;

• is not in respect of taxes, a fine or a penalty; and

• was not obtained in a manner and is not of a kind the enforcement of which is contrary to the public policy of the Cayman Islands.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

The description of our property included under “Item 1. Business” is incorporated by reference herein.

We maintain offices, land bases and other facilities worldwide, including our principal executive offices in Houston, Texas and regional operational offices in Singapore. We lease all of these facilities.

Item 3. Legal Proceedings

There is no litigation currently pending or, to our knowledge, contemplated against us or any of our officers or directors in their capacity as such.

Item 4. Submission of Matters to a Vote Security Holders

No matters were submitted to a vote of security holders during the fiscal fourth quarter ended December 31, 2008.

28

PART II

Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Prices and Dividends

Beginning on May 31, 2007, the units of Vantage Energy traded under the symbol “VTG-U” on the NYSE Alternext US, formerly the American Stock Exchange (“AMEX”). Prior to that date, there was no public market for the securities of Vantage Energy. On June 8, 2007, the common stock and warrants of Vantage Energy began to trade separately on AMEX under the symbols “VTG” and VTG-WT,” respectively. On June 13, 2008, as a result of the completion of our transaction with Vantage Energy, each unit, share of common stock and warrant of Vantage Energy was converted into one unit, ordinary share or warrant of the Company. Since June 13, 2008, our units, ordinary shares and warrants have been quoted on the AMEX under the symbols “VTG-U,” “VTG” and VTG-WT,” respectively.

The following table sets forth the range of the high and low sale prices for our ordinary shares and the common stock of Vantage Energy for the periods indicated.

	Common Stock / Ordinary Shares
	High		Low
Year Ending December 31, 2009:
First quarter (March 4, 2009)	$	1.73	$	0.87
Year Ending December 31, 2008:
Fourth quarter	$	3.18	$	0.60
Third quarter	$	8.77	$	2.70
Second quarter
Company Ordinary Shares (from June 13, 2008)	$	9.39	$	7.86
Vantage Energy Common Stock (prior to June 13, 2008)	$	8.74	$	7.45
First quarter	$	7.62	$	7.30
Year Ending December 31, 2007:
Fourth quarter	$	7.65	$	6.00
Third quarter	$	7.75	$	7.24
Second quarter (from June 8, 2007)	$	7.60	$	6.77

As of March 1, 2009, there were approximately eight holders of record of our units, approximately nine holders of record of our ordinary shares and approximately eight holders of record of our warrants. Such numbers do not include beneficial owners holding shares, warrants or units through nominee names.

We have not paid dividends on our ordinary shares to date and do not anticipate paying cash dividends in the immediate future as we contemplate that our cash flows will be used for the continued growth of our operations. The payment of future dividends, if any, will be determined by our board of directors in light of conditions then existing, including our earnings, financial condition, capital requirements, restrictions in financing agreements, business conditions and other factors. On June 12, 2008, we entered into a $440.0 million credit agreement (the “Credit Agreement”) with a syndicate of lenders to finance the construction and delivery of four Baker Marine Pacific Class 375 jackup rigs. We are subject to certain restrictive covenants under the Credit Agreement, including restrictions on our ability to pay any cash dividends.

Repurchases of Equity Securities

There were no repurchases of equity securities during the fiscal fourth quarter ended December 31, 2008. 

29

Stock Performance Graph

This graph shows the cumulative total shareholder return of our ordinary shares over the approximately eighteen-month period from June 08, 2007 to December 31, 2008. The graph also shows the cumulative total returns for the same period of the S&P 500 Index and the Dow Jones U.S. Oil Equipment & Services Index. The graph assumes that $100 was invested in our ordinary shares and the two indices on June 8, 2007 and that all dividends were reinvested on the date of payment.

Indexed Returns

	First Trade June 8, 2007		December 31, 2007		December 31, 2008
Vantage Drilling Company	$	100	$	102.01	$	14.77
S&P 500 Index		100		97.39		59.91
Dow Jones U.S. Oil Equipment & Service Index		100		117.23		48.31

Investors are cautioned against drawing any conclusions from the data contained in the graph, as past results are not necessarily indicative of future performance. The above graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by reference into such filing.

30

Item 6. Selected Financial Data

The following selected financial information should be read in conjunction with the consolidated financial statements and the notes thereto included in “Item 8. Financial Statements and Supplementary Data.”

	December 31,						Period September 8, 2006 (inception) to December 31, 2008
	2008			2007
Statement of Operations Data
Revenue	$	912,750		$	—		$	912,750
Operating expenses, excluding impairment and termination costs		14,799,857			946,989			15,746,980
Impairment and termination costs		38,286,166			—			38,286,166
Loss from operations		(52,173,273	)		(946,989	)		(53,120,396	)
Other income (expense)		4,124,615			7,699,060			11,823,675
Income (loss) before income taxes		(48,048,658	)		6,752,071			(41,296,721
Income tax provision (benefit)		(670,466	)		2,298,564			1,628,098
Net income (loss)	$	(47,378,192	)	$	4,453,507		$	(42,924,819	)
Earnings (loss) per share
Basic	$	(0.78	)	$	0.16		$	(1.09	)
Diluted	$	(0.78	)	$	0.14		$	(1.09	)
Balance Sheet Data (at period end)
Cash and cash equivalents	$	16,557,351		$	1,262,625
Restricted cash		1,699,781			273,109,051
Other current assets		5,262,799			87,075
Property and equipment, net		630,896,130			111,651
Other assets		10,867,461			1,068,378
Total assets	$	665,283,522		$	275,638,780
Accounts payable and accrued liabilities	$	18,593,287		$	950,307
Deferred underwriters fee		—			8,280,000
Short-term debt		11,239,613			—
Current maturities of long-term debt		6,000,000			—
Total current liabilities		35,832,900			9,230,307
Long-term debt		133,000,000			—
Ordinary shares, subject to possible redemption		—			79,286,965
Total shareholders’ equity		496,450,622			187,121,508
Total liabilities and shareholders’ equity	$	665,283,522		$	275,638,780

31

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion is intended to assist you in understanding our financial position at December 31, 2008, and our results of operations for the years ended December 31, 2008 and 2007. The following discussion should be read in conjunction with the information contained in “Item 1. Business,” “Item 1A. Risk Factors” and the audited consolidated financial statements and the notes thereto included under “Item 8. Financial Statements and Supplementary Data” elsewhere in this report on Form 10-K. Certain reclassifications have been made to previously reported amounts to conform to the current period presentation.

Overview

We are a development stage international drilling company focused on developing and operating a fleet of high-specification drilling rigs. We completed our business combination with Vantage Energy and OGIL on June 12, 2008 (the “Acquisition”). The historical financial statements present the historical financial information of Vantage Energy with the financial information of Vantage Drilling and OGIL included as of June 12, 2008. The Acquisition included the construction contracts for four Baker Marine Pacific Class 375 jackup rigs, a contract for the purchase of an ultra-deepwater high-specification drillship, thePlatinum Explorer, and the option for a second ultra-deepwater high-specification drillship, theTitanium Explorer, currently under development.

Acquisition of OGIL

The Company purchased, through a structured acquisition, all the issued ordinary shares of OGIL. OGIL’s assets consist of the construction and delivery contracts for four Baker Marine Pacific Class 375 ultra-premium jackup drilling rigs, a purchase agreement with Mandarin Drilling Corporation (“Mandarin”), a subsidiary of F3 Capital, a Cayman Islands exempted company that is wholly-owned by Hsin-Chi Su, a director of the Company, for an ultra-deepwater drillship,Platinum Explorer, and an option for the purchase of a second ultra-deepwater drillship, theTitanium Explorer,currently under development from an affiliate of F3 Capital.

We acquired all of the issued ordinary shares of OGIL from F3 Capital for the aggregate consideration of $331.0 million plus Closing Adjustments, consisting of the following:

(i) an aggregate of $275.0 million Company Units (33,333,333 Units), with each Unit consisting of one ordinary share and 0.75 warrants to purchase one ordinary share at an exercise price of $6.00 per share (such warrants are exercisable into an aggregate of 25,000,000 ordinary shares); and

(ii) a promissory note issued by us in the amount of approximately $56.0 million plus Closing Adjustments and which was repaid at closing in the amount of approximately $48.3 million.

As a result of the acquisition, the ordinary shares of Vantage Drilling were owned approximately 56% and 44% by the former shareholders of Vantage Energy and F3 Capital (former parent company of OGIL) respectively. Pursuant to the Purchase Agreement, F3 Capital exercised its right to appoint three directors to the board of directors of the Company.

We accounted for the acquisition in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141,Business Combinations and determined that the acquirer for purposes of accounting for the business combination was Vantage Energy. The total consideration paid for Vantage Drilling and OGIL, including the amounts described above, the shipyard payments due from January 1, 2008 through the acquisition date, and the acquisition costs allocated to the assets acquired was approximately $488.4 million.

32

Restructure Agreement

Our initial strategic plan anticipated that we would raise capital to support the development of thePlatinum Explorer andTitanium Explorerdrillships in the form of additional equity and debt financings. The purchase agreement for thePlatinum Explorer was for total consideration of $676.0 million and an option to acquire theTitanium Explorer for $695.0 million. ThePlatinum Explorer purchase agreement and theTitanium Explorer option required us to make installment payments of $194.8 million in September and $208.5 million in November, respectively. Additionally, theTitanium Explorer option contained a $10.0 million termination fee if we were unable to exercise the option. We pursued both debt and equity financings to fund these payment obligations, however, due to the worsening global financial crisis, we were unable to obtain debt or equity financing on acceptable terms. In September 2008, we made a partial payment of $32.0 million on thePlatinum Explorer purchase obligation and began to negotiate a restructuring of the remaining obligations.

In November 2008, our wholly owned subsidiary, Vantage Deepwater Company (“Deepwater”) entered into a Share Sale and Purchase Agreement (the “Restructure Agreement”) restructuring the outstanding obligations for thePlatinum Explorer andTitanium Explorer. Pursuant to the Restructure Agreement, we will acquire forty-five percent (45%) of Mandarin Drilling Corporation (“Mandarin”), the owner of thePlatinum Explorer for cash consideration of $189.8 million ($149.8 million after deducting the $32.0 million partial payment made in September 2008 and $8.0 million paid in June 2008) and issue ten year warrants to purchase 1.98 million of our ordinary shares at $2.50 per share. In order for us to fund the cash consideration, the owner of Mandarin, F3 Capital agreed to exercise 25 million outstanding warrants which it received as partial consideration for our acquisition of OGIL. Additionally, it was agreed that F3 Capital would accept in the form of ordinary shares at the current market price the $10.0 million termination fee (7,299,270 ordinary shares) for the termination of theTitanium Explorer purchase option.

33

In connection with the Restructure Agreement, we have executed a shareholders’ agreement with F3 Capital which shall become effective once we own 45% of the outstanding shares of Mandarin (the “Shareholders Agreement”). Pursuant to the Shareholders Agreement, we agreed to jointly promote and develop the business of Mandarin, such business being the ownership, construction, operation and management of thePlatinum Explorer currently under construction at DSME. The Shareholders Agreement provides for a five member board of directors for Mandarin, two of whom are to be designated by us and three of whom are to be designated by F3 Capital. The Shareholders Agreement further provides we will jointly seek financing necessary to fund the final shipyard installment payment for thePlatinum Explorer. In connection with this financing, F3 Capital and the Company will provide credit support in relation to their respective ownership percentage in the form of guarantees or additional funds. F3 Capital is responsible solely for funding the remaining pre-delivery shipyard payments for thePlatinum Explorer.

In connection with the Restructure Agreement, we entered into construction oversight agreements and management agreements with Mandarin, Valencia Drilling Company, owner ofTitanium Explorer, and North Pole Drilling Company, owner of drillshipHull 3608. Valencia Drilling Company and North Pole Drilling Company are each affiliates of F3 Capital. Pursuant to the construction oversight agreements, we will oversee and manage the construction of thePlatinum Explorer, Titanium ExplorerandHull 3608 for an annual fee per drillship for each year, subject to proration based on the number of months that a drillship is under construction during any year. For 2009, we anticipate such fees will aggregate approximately $15.0 million. For the Mandarin construction oversight agreement, we were also able to invoice an initial fee of $1.5 million plus costs incurred for the work performed during 2008; in the financial statements, we have recognized $825,000 of the initial fee representing the portion of the fee for Mandarin that we do not anticipate owning. In addition to our annual fee, we will be reimbursed for all direct costs incurred in the performance of construction oversight services. The construction oversight agreements may be terminated by either party upon 60 days written notice.

Under the terms of the management agreements, we will be responsible for marketing and operating thePlatinum Explorer, Titanium Explorer and Hull 3608. We will be paid fixed management fees, and variable fees based on the financial performance of the rigs. The management agreements may be terminated upon 60 days written notice under certain circumstances, provided that the Company does not have any outstanding commitments or contracts to operate the drillships for customers.

Recent Contracts

In August 2008, we entered into a two year contract for theEmerald Drillerjackup to work in Southeast Asia. The rig began operations in early February 2009, following the completion of its construction and commissioning activities in Singapore. The contract is expected to generate approximately $128.3 million in revenue, excluding revenues for cost escalations and client reimbursables, over the initial term. The contract contains operational requirements customary to the drilling industry.

In December 2008, we received a letter of award for a five year contract for thePlatinum Explorer drillship to work in India, subject to certain conditions which were satisfied in January 2009. The rig is anticipated to begin operations late 2010, following the completion of its construction and commissioning activities in Korea. Pursuant to the terms of our management agreement with Mandarin, our 45% owned joint ownership company for thePlatinum Explorer,we will lease the drillship from Mandarin. Under the terms of the of the management agreement, the lease payments for thePlatinum Explorer will be calculated as the gross revenue from the customer less all operating expenses and our marketing and management fees. The contract is expected to generate approximately $1.1 billion in revenue, excluding revenues for mobilization and client reimbursables over the term of the contract. The contract contains operational requirements customary to the drilling industry.

In February 2009, we received an eight year contract for theTitanium Explorer drillship to work in the Gulf of Mexico, although the customer has the right to work the drillship on a worldwide basis. The rig is anticipated to begin operations in the second half of 2011, following the completion of its construction and commissioning activities in Korea. Pursuant to the terms of our management agreement with Valencia Drilling Company, the owner of theTitanium Explorer, we will lease the drillship from

34

Valencia Drilling Company. Under the terms of the of the management agreement, the lease payments for theTitanium Explorer will be calculated as the gross revenue from the customer less all operating expenses and our marketing and management fees. The contract is expected to generate approximately $1.6 billion in revenue, excluding revenues for costs escalation, mobilization and client reimbursables over the term of the contract. The contract contains operational requirements customary to the drilling industry.

35

In February 2009, we entered into a management agreement with Sea Dragon Offshore Limited (“Sea Dragon”) for one of its two deepwater semisubmersible drilling rigs. Sea Dragon has the option to extend the agreement to include its second semisubmersible drilling rig which we anticipate they will exercise. The rigs are capable of drilling in water depths up to 10,000 ft. with a maximum drilling depth of 40,000 ft. Pursuant to the management agreement, we will receive from Sea Dragon management fees on a cost plus fee basis during the construction phase of the project plus performance based completion incentives. During the operations phase, we will receive fixed and variable daily fees which will based on the financial performance of the semisubmersible drilling rig.

Business Outlook

Expectations about future oil and natural gas prices have historically been a key driver for drilling demand; however, the availability of quality drilling prospects, exploration success, availability of qualified rigs and operating personnel, relative production costs, availability and lead time requirements for drilling and production equipment, the stage of reservoir development and political and regulatory environments also affect our customers’ drilling programs. The global financial crisis and decline in global economic activity has resulted in declining demand for oil and natural gas. Benchmark crude prices peaked at over $140 per barrel in July 2008 and then declined dramatically to approximately $45 per barrel at yearend. During 2009, the benchmark for crude prices has fluctuated between the mid $30’s per barrel and mid $40’s per barrel.

The global financial crisis has significantly reduced the availability of credit to businesses in the near-term, and the longer term implications for our industry are uncertain at present. The current financial crisis significantly limits the credit market access of some our potential customers which combined with lower prevailing oil and natural gas commodity prices, has lead potential customers to delay or cancel drilling programs. As the global financial crisis limits the access to credit markets, it could result in a protracted decline in global economic growth, which would reduce the demand for oil and gas commodities. Such a decrease in demand for oil and gas commodities could cause our potential customers to adjust exploration and production spending to lower levels. A reduction in drilling activity may adversely affect the award of new drilling contracts and cause a reduction in dayrates.

Worldwide demand for jackups in recent years has exceeded supply which has resulted in record dayrates and near full utilization of the worldwide jackup fleet. The deterioration of the global economy, tightening credit markets and significant declines in oil and natural gas prices led to an abrupt reduction in demand for jackup rigs during the last months of 2008 and the demand has continued to decline in 2009. Dayrates have softened as contractors attempted to lock-in drilling programs and maintain their existing contract backlog amid growing concerns over financing, declining oil and natural gas prices and pressure from operators to reduce day rates. Additionally, there are approximately 75 jackups currently under construction for delivery through the end of 2011, which includes our jackups currently under construction. We believe these market conditions, while adversely impacting the dayrates for premium jackups, will result in older less capable drilling jackups being cold stacked, retired or otherwise removed from the marketed jackup fleet.

The outlook for our uncontracted jackups, as they approach their initial delivery dates in 2009 will be impacted by several factors, including the increased supply of premium jackups, the geographic concentration of the newbuild jackups in Southeast Asia, other newbuild operators’ desire to obtain long-term work to secure future cash flows, customers’ desire to take advantage of current market conditions to upgrade the quality of the rig fleet they contract, the timing and number of jackups removed from the worldwide marketed fleet and ultimately by the level of commitment by exploration and development companies to continue drilling.

Despite the global financial crisis and the decline in oil and natural gas prices, demand for deepwater (>4,000 ft) and ultra-deepwater (>7,500 ft.) drillships and semisubmersible rigs remained high throughout 2008 on a worldwide basis. Given that deepwater projects are typically more expensive and longer in duration than shallow-water drilling programs, deepwater operators tend to take a longer-term view of the global economy and oil and natural gas prices. We believe there are approximately 90

36

deepwater and ultra-deepwater rigs (including both drillships and semisubmersibles) being developed or currently under construction for delivery through the end of 2012, which will add to the worldwide supply. However, the continuing global credit crisis may significantly impede some rig owners from completing these rigs. Significant recent oilfield discoveries offshore Brazil and continued deepwater field development in the Gulf of Mexico, West Africa and India are expected to further increase the demand for deepwater and ultra-deepwater drillings rigs. We do not currently expect day rates for ultra-deepwater drillships and semisubmersible rigs to be as adversely impacted by declining rig demand as other rig classes and expect oil and gas companies to sustain their investment in deepwater projects resulting in continued high utilization levels during 2009 and 2010. However, if the current worldwide economic decline in activity becomes more sustained reducing the outlook for oil and natural gas demand beyond 2010, operators may delay or cancel significant deepwater development programs, thus reducing the demand for deepwater and ultra-deepwater drillships and semisubmersibles.

We anticipate that personnel costs will continue to trend higher, especially for the higher specification equipment, due to the increased level of activity in the drilling industry escalating the competition for skilled labor. Lead times and costs for certain critical equipment components essential to the operation of rigs are anticipated to increase due to limitations in manufacturing capacity.

37

Subsequent Events

On December 18, 2008, we entered into a loan agreement (the “Loan Agreement”) with F3 Capital. Under the terms of the Loan Agreement, F3 Capital agreed to make an unsecured loan to the Company in the principal amount of $10.0 million on or before December 24, 2008 and all outstanding amounts bore interest at an annual rate of 7% to February 16, 2009 and 10% thereafter. On March 4, 2009, F3 Capital agreed to settle the outstanding principal and interest for approximately 10.3 million ordinary shares.

On January 9, 2009, we sold 5,517,241 of the Company’s ordinary shares, par value $.001 per share to F3 Capital in consideration for $8,000,000 based on the preceding 5-day average of $1.45 per share. The proceeds were used to fund our portion of the collateral for a performance bond and for general corporate purposes. No commission or similar remuneration was paid in connection with the sale.

On March 3, 2009, we entered into a loan agreement (the “Second Loan Agreement”) with F3 Capital. Under the terms of the Second Loan Agreement, F3 Capital agreed to make an unsecured loan to us in the principal amount of $4.0 million on or before March 9, 2009. Subject to shareholder approval, F3 Capital has elected to convert amounts outstanding under the Loan Agreement into 3,921,569 ordinary shares at a price equal to the closing price of the ordinary shares on the preceding day, March 2, 2009, which was $1.02 per share.

Results of Operations

We have little operating history. Our activity since inception has been to prepare for our fundraising through an offering of our equity securities and, subsequently, to complete a business combination. We completed our initial public offering on May 30, 2007 and the acquisition of OGIL on June 12, 2008. Until the acquisition of OGIL, we generated non-operating income in the form of interest income on the cash held in our trust account. With the acquisition of OGIL, we established an operational base in Singapore to oversee the construction of the rigs and prepare for operation of the rigs upon completion of construction. We began to generate operating revenue in February 2009 when theEmerald Driller began its initial two-year contract.

Revenue: In 2008, we recognized revenue of approximately $913,000 consisting primarily of $825,000 of fees for construction oversight services provided to Mandarin and $88,000 for services to our customer related to the preparation of theEmerald Driller to initiate operations in 2009. We did not recognize any revenue in 2007.

Operating Expenses: In 2008, we incurred approximately $5.4 million of operating expenses primarily associated with our initial operations base in Singapore to oversee the construction of our rig fleet, and prepare for our initial operations. Prior to the June 2008 acquisition of OGIL, we had no operating assets or bases. Accordingly, there were no comparable expenses in 2007.

General and Administrative Expenses: General and administrative expenses were approximately $9.3 million in 2008 as compared to $937,000 in 2007. The increase was primarily due to the acquisition of OGIL in June 2008. Prior to the acquisition, the general and administrative expenses were limited to evaluating potential acquisitions and the administrative expenses associated with being a public company. Following the acquisition, we increased the corporate staffing to support our operations, to market our rig fleet on a worldwide basis and establish the necessary infrastructure of a public company. The primary costs increases were in compensation expense, travel expense, professional fees and insurance expense.

Impairment and Termination Costs:Our option to purchase theTitanium Explorer expired on November 30, 2008 and we recognized the $10.0 million termination fee related to the purchase option. Additionally, we wrote off the $28.3 million book value related to the rig when we did not exercise the purchase option. The $28.3 million book value represented the estimated fair market value of the option on June 12, 2008 when we acquired the option in the OGIL acquisition. At that time, oil prices were at peak levels and financing for the drillship was expected to be available. During the period from the date of acquisition to the expiration date, there was an unprecedented fall in oil prices and the global credit crisis made financing unavailable; accordingly, the option lost significant value.

38

Interest Income: Interest income for the years ended December 31, 2008 and 2007 was approximately $4.1 million and $7.7million, respectively. The decrease in interest income is the result of having lower cash balances available for investment in 2008 as compared to 2007. Vantage Energy, our predecessor, completed its initial public offering of approximately $270.0 million in May 2007. These funds were held in trust and substantially all the proceeds were invested in interest bearing securities for the remainder of 2007 and the first half of 2008. In June 2008, the funds were released to us for general corporate purposes when we completed the acquisition of OGIL. We used the funds to (i) fund the $56.0 million non-equity portion of the total consideration to be paid for the shares of OGIL, as adjusted pursuant to the terms of the purchase agreement, (ii) make scheduled shipyard payments for the construction of the jack-up rigs, (iii) pay the deferred underwriting fee of $8.3 million, (iv) pay income taxes and (v) fund ongoing operations.

39

Liquidity and Capital Resources

As of December 31, 2008, we had approximately $16.6 million of cash available for general corporate purposes. Additionally, we have posted approximately $0.7 million cash as collateral for bid tenders and established a $1.0 million debt reserve.

At December 31, 2008 we had outstanding shipyard commitments to complete theSapphire Driller,Aquamarine Driller andTopaz Driller of approximately $261.6 million (see Contractual Obligations table) plus estimated additional costs of spares and shipyard oversight expenses of $34.1 million to put these jackups in service. We had undrawn borrowings of approximately $301.0 million under our credit facility. However, as described below, the credit facility was amended in December 2008 to restrict certain borrowings under the credit facility (the “Amended Credit Agreement”). Pursuant to our Amended Credit Agreement, we had unrestricted available borrowings of $10.0 million for theEmerald Driller which was drawn in January 2009 and $31.0 million for theSapphire Driller which will complete theSapphire Driller’s shipyard obligations. The remaining $260.0 million is restricted until such time as the banks can complete the syndication of the loan to additional banks that would provide the remaining funding. It is believed that the primary factor to achieving a successful syndication is the contracting of the jackups with acceptable terms, the timing of which is uncertain. While the timing of the contracting of the jackups is uncertain, the shipyard has agreed to amendments to the shipyard payment schedule in order to accommodate the restrictions placed on us by the Amended Credit Agreement by deferring all significant shipyard payments on theAquamarine Driller andTopaz Driller to June 30, 2009. The shipyard has also expressed their willingness to provide additional financial assistance if necessary. We believe that all such forbearance by the shipyard is dependent upon our good faith effort to complete the syndication of the Amended Credit Agreement or raise alternative sources of funding. Accordingly, we have on-going discussions with alternative sources of funding which are generally more expensive than the Amended Credit Agreement. While our discussion with these alternative sources of funding have indicated that funding is available, although on more expensive terms, there can be no assurances that adequate funding will be available or available on acceptable terms. In the event that we do not complete the syndication of the Amended Credit Agreement or complete an alternative source of funding by June 30, 2009 and the shipyard elects not to continue its forbearance, the shipyard could choose to foreclose on the jackups still under construction and the banks may determine that we are in default of the Amended Credit Agreement and accelerate the payment terms.

Short-term Debt:On December 18, 2008, we entered into the Loan Agreement with F3 Capital. Under the terms of the Loan Agreement, F3 Capital agreed to make an unsecured loan to the Company in the principal amount of $10.0 million on or before December 24, 2008 and all outstanding amounts bore interest at an annual rate of 7% to February 16, 2009 and 10% thereafter. On March 4, 2009, F3 Capital agreed to settle the outstanding principal and interest for approximately 10.3 million ordinary shares.

Long-term Debt:On June 12, 2008, we entered into a $440.0 million credit agreement with a syndicate of lenders to finance the construction and delivery of the four Baker Marine Pacific Class 375 jackup rigs, which was subsequently amended on December 22, 2008. The Amended Credit Agreement consists of the following: (i) a term loan in the amount of $320.0 million (the “Term Loan”); (ii) a top-up loan in the amount of $80.0 million (the “Top-up Loan”); and (iii) a revolving loan in the amount of $40.0 million (the “Revolving Loan”). Each of the Term Loan, Top-up Loan and Revolving Loan shall be split into four equal tranches; one for each of the jackup rigs. The Amended Credit Agreement required each of the jackup rigs be placed in a separate entity which we established as Emerald Driller Company, Sapphire Driller Company, Aquamarine Driller Company and Topaz Driller Company (each individually a “Borrower”). The Term Loan is restricted to the payment of construction costs of each Borrower’s respective jackup rig. The Top-up Loan is available for general corporate purposes provided the Borrower has (i) the relevant jackup rig being employed under a drilling contract, and (ii) such drilling contract has sufficient forecasted cash flow to repay in full the Top-up Loan during the term of the drilling contract, in addition to the scheduled payments due under the Term Loan. The Revolving Loan will be used primarily for working capital, providing letters of credit to support contract bids and performance bonds to support drilling contracts. Pursuant to the Amended Credit Agreement, approximately $260.0 million of the Lender’s commitments and obligations with respect to certain aspects of the financing are now subject to syndication to other financial institutions prior to June 30, 2009.

40

The maturity date for each tranche of the Term Loan and Revolving Loan will be seven years plus three months from the delivery date of the relevant jackup rig. In no event will the maturity date occur after June 30, 2017. Each tranche under the Term Loan will be repayable in 28 consecutive quarterly installments of $2.0 million each, commencing six months from the delivery of the relevant jackup rig. A balloon payment of $24.0 million will be due at maturity together with the last quarterly installment. Each tranche of the Top-up Loan will be repaid in full, in equal quarterly installments, during the relevant drilling contract period. Any outstanding amount of the Revolving Loan tranche will be repayable in full on the maturity date. The Borrower’s excess cash flow as defined by the credit agreement will be applied first to any outstanding Top-Up Loan, second to the outstanding Term Loan and third to any outstanding Revolving Loan.

The interest rate for each of the credit facilities is based on LIBOR plus a margin (“Applicable Margin”) ranging from 3.00% to 5.00%. The Applicable Margin is based on the Borrower’s contract backlog and the operational status of the jackup rig. The credit facilities are secured by a lien on substantially all of the assets of the Borrowers and the Guarantors, including all of the equity interests of certain subsidiaries of the Company whose jurisdiction or organization is the Cayman Islands, and all of the Company’s equity interests in Vantage Energy, but excluding all of the Company’s equity interests in its subsidiaries whose jurisdiction of organization is Singapore. Additionally, we incur commitment fees on the unused portion of the Amended Credit Agreement of 1.5%. As of December 31, 2008, we have borrowed $139.0 million under the Credit Agreement.

We are subject to certain restrictive covenants under the Amended Credit Agreement, including restrictions on the ability to make any dividends, distributions or other restricted payments; incur debt or sell assets; make certain investments and acquisitions and grant liens. We are also required to comply with certain financial covenants, including a covenant which limits capital expenditures, a maximum leverage ratio covenant, a maximum net debt to capitalization ratio covenant, a covenant which requires the maintenance of cash balances above a certain threshold level, a minimum working capital ratio and a minimum fixed charge coverage ratio. The Amended Credit Agreement contains customary events of default, the occurrence of which could lead to an acceleration of our obligations.

Mandarin Drilling Company, Joint Ownership Company Obligations. Under the terms of the Restructure Agreement, F3 Capital is responsible for all remaining shipyard payments prior to delivery of thePlatinum Explorer. At delivery, expected in the fourth quarter of 2010, the final shipyard payment of approximately $504.0 million will be payable. Prior to the Restructure Agreement, the Company was responsible for $636.0 million in payments under our drillship construction project (see Contractual Obligations table). Under the Restructure Agreement, the Company’s obligation will be reduced to $227.0 million, payable in the fourth quarter of 2010. This amount is the Company’s 45% proportionate share of the $504.0 million payable. Additionally, Mandarin will incur approximately $90.0 million of additional development costs consisting primarily of spare equipment and shipyard oversight costs. These costs should be primarily incurred during 2010, however, some equipment providers may require deposits when equipment is ordered or as work product is developed. F3 Capital and the Company have agreed to jointly seek financing necessary to fund the final shipyard installment payment for thePlatinum Explorer. In connection with this financing, F3 Capital and the Company will provide credit support in relation to their respective ownership percentage in the form of guarantees or additional funds. We have had discussions with potential lenders which indicate that funding can be raised for all or a substantial portion of the remaining shipyard obligation and development costs. However, there can be no assurances that adequate debt or equity financing will be available or available on acceptable terms.

Contingent Obligations. We are subject to litigation, claims and disputes in the ordinary course of business, some of which may not be covered by insurance. As of December 31, 2008, we are not aware of any litigation, claims or disputes, whether asserted or unasserted.

Off-Balance Sheet Arrangements, Commitments, Guarantees and Contractual Obligations

Contemporaneously with the consummation of our initial public offering, we issued to the underwriters, in exchange for consideration of $100, an option to purchase up to an aggregate of 1,250,000

41

units at $9.60 per unit. The units issuable upon exercise of this option are identical to the other units outstanding except that the warrants included in the option have an exercise price of $7.20 per share (120% of the exercise price of the warrants included in the units sold in the initial public offering).

Contractual Obligations

In the table below, we set forth our contractual obligations as of December 31, 2008. Some of the figures we include in this table are based on our estimates and assumptions about these obligations, including their duration and other factors. The contractual obligations we will actually pay in future periods may vary from those reflected in the table because the estimates and assumptions are subjective.

42

	For the Years Ending December 31,
	Total			2009			2010-2011			2012-2013		After 5 Years
Principal payments on long-term debt (1)	$	139,000,000		$	6,000,000		$	32,000,000		$	32,000,000	$	69,000,000
Operating lease payments (2)		2,857,996			1,971,549			886,447			—		—
Purchase obligations (3)		23,951,854			19,373,693			4,578,161			—		—
Jackup construction agreements (4)		261,600,000			261,600,000			—			—		—
Drillship construction agreement (5)		636,000,000			162,800,000			473,200,000			—		—
Total as of December 31, 2008	$	1,063,409,850		$	451,745,242		$	510,664,608		$	32,000,000	$	69,000,000
Less: Drillship construction agreement per above		(636,000,000	)		(162,800,000	)		(473,200,000	)		—		—
Add: Drillship payment under Restructure Agreement		227,000,000			—			227,000,000			—		—
Total as of March 12, 2009	$	654,409,850		$	288,945,242		$	264,464,608		$	32,000,000	$	69,000,000

(1) Amounts represent the scheduled principal amortization payments for our total long-term debt. We anticipate that a portion of our excess cash flows, as defined in the credit agreement, will accelerate the principal amortization.

(2) Amounts represent lease payments under existing operating leases. We enter into operating leases in the normal course of business, some of which contain renewal options. Our future cash payments would change if we exercised those renewal options and if we enter into additional operating leases.

(3) Includes approximately $14.8 million related to jackup construction projects and $9.2 million related to the drillship construction project.

(4) Includes shipyard payments under our three jackup construction projects. See Liquidity and Capital Resources for additional information.

(5) Includes shipyard payments under our drillship construction project. Once the Restructure Agreement is complete, our total cash obligation will be reduced to approximately $227.0 million in the 4th quarter of 2010.

Critical Accounting Policies and Accounting Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the policies below as critical to our business operations and the understanding of our financial operations. The impact of these policies and associated risks are discussed in Management’s Discussion and Analysis where such policies affect our reported and expected financial results.

Property and Equipment: Consists of furniture and fixtures and computer equipment, depreciated, upon placement in service, over estimated useful lives ranging from three to seven years on a straight-line basis, and capitalized costs for computer software as accounted for in accordance with Statement of Position 98-1,Accounting for the Costs of Computer Software Developed or Obtained for Internal Use.Additionally, the fair market values as of the date of the Acquisition, and subsequent expenditures for the jackup rigs and drillship under construction are included inProperty and Equipment.

Acquisition Costs: Consists of costs incurred directly related to the acquisition of OGIL as described above. These costs, which consisted primarily of consulting fees, legal fees and the costs of obtaining a fairness opinion on the Acquisition were allocated to the fair values of the assets acquired.

Debt Financing Costs:Costs incurred with debt financings are capitalized and amortized over the term of the related financing facility.

43

Capitalized Interest Costs:Interest costs related to the credit agreements for the financing of the jackup rigs and the amortization of debt financing costs have been capitalized as part of the cost of the respective jackups while they are under construction. Total interest and amortization costs capitalized during 2008 totaled approximately $3.9 million. There was no interest capitalization in 2007

Stock-Based Compensation:We account for employee stock-based compensation using the fair value method as prescribed in SFAS No. 123(R),Share-Based Payment. Under this method, we record the fair value attributable to stock options based on the Black-Scholes option pricing model and the market price on date of grant for our restricted stock grants. The fair values are amortized to expense over the service period required to vest the stock options and stock grants. We recognized approximately $2.3 million of stock-based compensation expense, net of capitalized amounts of $134,322, in the year December 31, 2008.

44

New Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (“FASB”) issued the revised SFAS No. 141(R),Business Combinations. Under SFAS No. 141(R), all business combinations will be accounted for by applying the acquisition method and an acquirer is required to be identified for each business combination. SFAS No. 141(R) defines the acquirer as the entity that obtains control of one or more businesses in the business combination, establishes the acquisition date as the date that the acquirer achieves control and requires the acquirer to recognize the assets acquired, liabilities assumed and any noncontrolling interest at their fair values as of the acquisition date. SFAS No. 141(R) also requires transaction costs and restructuring charges to be expensed. Effective January 1, 2009, we will begin applying this statement to any business combination completed by us.

In December 2007, the FASB issued SFAS No. 160,Noncontrolling Interests in Consolidated Financial Statements, which is an amendment of Accounting Research Bulletin No. 51. SFAS No. 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. In addition, SFAS No. 160 requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent’s owners and the interests of the noncontrolling owners of a subsidiary. This statement is effective for the fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. We adopted SFAS No. 160 on January 1, 2009 and we anticipate it will impact the accounting for the restructuring of our ownership interest in thePlatinum Explorer when the transaction is consummated.

In March 2008, the FASB issued SFAS No. 161,Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133 (“SFAS No. 161”). SFAS No. 161 requires enhanced disclosure related to derivatives and hedging activities and thereby seeks to improve the transparency of financial reporting. Under SFAS No. 161, entities are required to provide enhanced disclosures relating to: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedge items are accounted for under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No. 133”), and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 must be applied prospectively to all derivative instruments and non-derivative instruments that are designated and qualify as hedging instruments and related hedged items accounted for under SFAS No. 133 for all financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application permitted. Effective January 1, 2009, we will begin applying this statement to any derivative instruments that we enter into in the future. We did not have any derivative instruments as of December 31, 2008, nor had we engaged in any hedging activities during the year ended December 31, 2008.

In May 2008, the FASB issued SFAS No. 162,The Hierarchy of Generally Accepted Accounting Principles (“SFAS No. 162”). SFAS No. 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with GAAP for nongovernmental entities. This statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411,The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. We do not expect the adoption to significantly impact our consolidated financial position, results of operations or cash flows.

In September 2008, the FASB issued FASB Staff Positions (“FSP”) No. 133-1 and FIN 45-4 to amend FASB Statement No. 133,Accounting for Derivative Instruments and Hedging Activities, to require disclosures by sellers of credit derivatives, including credit derivatives embedded in a hybrid instrument. This FSP also amends FASB Interpretation No.45,Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, to require an additional disclosure about the current status of the payment/performance risk of a guarantee. Further, this FSP clarifies the FASB’s intent about the effective date of FASB Statement No. 161,Disclosures about

45

Derivative Instruments and Hedging Activities.This FSP is effective for financial statements issued for reporting periods (annual or interim) ending after November 15, 2008, with early application encouraged. Effective January 1, 2009, we will begin applying this statement to any derivative instruments that we enter into in the future. We did not have any derivative instruments as of December 31, 2008, nor had we engaged in any hedging activities during the year ended December 31, 2008.

46

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the sensitivity of income to changes in interest rates, foreign exchanges, commodity prices, equity prices and other market driven rates or prices. We did not engage in any substantive commercial business in 2008, however our first jackup began operating under a two year contract in February 2009. Although the risks associated with foreign exchange rates, commodity prices, and equity prices were not significant in 2008, they will become more significant as our jackup construction projects are completed in 2009 and the rigs begin operating. We do not enter into derivatives or other financial instruments for trading or speculative purposes.

Interest Rate Risk: At December 31, 2008, we had $139.0 million of variable rate debt outstanding. This variable rate debt bears interest at the rate of LIBOR plus a margin ranging from 3.00% to 5.00%. Based upon the December 31, 2008 variable rate debt outstanding amounts, a one percentage point change in the LIBOR interest rate would result in a corresponding change in interest expense of approximately $1.4 million. In addition, a large part of our cash investments would earn commensurately higher rates of return if interest rates increase.

Foreign Currency Exchange Rate Risk. As our international operations expand, we will be exposed to foreign exchange risk. Our primary foreign exchange risk management strategy involves structuring customer contracts to provide for payment in both U.S. dollars, which is our functional currency, and local currency. The payment portion denominated in local currency is based on anticipated local currency requirements over the contract term. Due to various factors, including customer acceptance, local banking laws, other statutory requirements, local currency convertibility and the impact of inflation on local costs, actual foreign exchange needs may vary from those anticipated in the customer contracts, resulting in partial exposure to foreign exchange risk. As our first rig began operations in 2009, fluctuations in foreign currencies have not had a material impact on our overall results. If we find ourselves in situations where payments of local currency do not equal local currency requirements, foreign exchange derivative instruments, specifically foreign exchange forward contracts, or spot purchases, may be used to mitigate foreign currency risk. A foreign exchange forward contract obligates us to exchange predetermined amounts of specified foreign currencies at specified exchange rates on specified dates or to make an equivalent U.S. dollar payment equal to the value of such exchange. We do not enter into derivative transactions for speculative purposes. At December 31, 2008, we did not have any open foreign exchange derivative contracts.

47

Item 8. Financial Statements and Supplementary Data.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Vantage Drilling Company:

We have audited the accompanying consolidated balance sheets of Vantage Drilling Company (a corporation in the development stage) and subsidiaries (the “Company”) as of December 31, 2008 and 2007, the related consolidated statements of shareholders’ equity for each of the two years in the period ended December 31, 2008 and from inception (September 8, 2006) to December 31, 2006, and the related consolidated statements of operations and cash flows for each of the two years in the period ended December 31, 2008 and for the period from inception (September 8, 2006) to December 31, 2008. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Vantage Drilling Company and subsidiaries as of December 31, 2008 and 2007 and the consolidated results of their operations and their cash flows for each of the two years in the period ended December 31, 2008 and for the period from inception (September 8, 2006) to December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Vantage Drilling Company’s internal control over financial reporting as of December 31, 2008, based on criteria established inInternal Control-Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 12, 2009 expressed an unqualified opinion thereon.

/s/ UHY LLP

Houston, Texas

March 12, 2009

48

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of

Vantage Drilling Company:

We have audited Vantage Drilling Company’s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Vantage Drilling Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting of Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Vantage Drilling Company and subsidiaries (a corporate in the development stage) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on the COSO criteria.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Vantage Drilling Company and subsidiaries as of December 31, 2008 and 2007, the related consolidated statements of shareholders’ equity for each of the two years in the period ended December 31, 2008 and from inception (September 8, 2006) to December 31, 2006, and the related consolidated statements of operations and cash flows for each of the two years in the period ended December 31, 2008 and for the period from inception (September 8, 2006) to December 31, 2008, and our report dated March 12, 2009 expressed an unqualified opinion thereon.

/s/ UHY LLP

Houston, Texas

March 12, 2009

49

VANTAGE DRILLING COMPANY

(A Corporation in the Development Stage)

CONSOLIDATED BALANCE SHEET

	December 31,
	2008			2007
ASSETS
Current assets
Cash and cash equivalents	$	16,557,351		$	1,262,625
Restricted cash		1,699,781			—
Restricted cash held in trust account		—			273,109,051
Receivables		3,276,843			—
Prepaid expenses and other assets		1,985,956			87,075
Total current assets		23,519,931			274,458,751
Property and Equipment
Property and equipment		631,007,814			122,072
Accumulated depreciation		(111,684	)		(10,421	)
Property and equipment, net		630,896,130			111,651
Other Assets
Deferred income taxes		2,370,497			311,607
Other assets		8,496,964			756,771
Total other assets		10,867,461			1,068,378
Total assets	$	665,283,522		$	275,638,780
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	3,826,815		$	61,518
Accrued liabilities		14,766,472			578,618
Deferred underwriters fee		—			8,280,000
Income taxes payable (receivable)		—			310,171
Short-term debt		11,239,613			—
Current maturities of long-term debt		6,000,000			—
Total current liabilities		35,832,900			9,230,307
Long–term debt		133,000,000			—
Ordinary shares, subject to possible redemption, 10,346,550 shares at redemption value		—			79,286,965
Commitments and contingencies		—			—
Shareholders’ equity
Preferred shares, $0.001 par value, 1,000,000 shares authorized, none issued or outstanding		—			—
Ordinary shares, $0.001 par value, 400,000,000 and 100,000,000 shares authorized, and 75,708,331 and 42,375,000 shares issued and outstanding		75,708			42,375
Additional paid-in capital		542,330,581			185,159,318
Earnings (deficit) accumulated during the development stage		(45,955,667	)		1,919,815
Total shareholders’ equity		496,450,622			187,121,508
Total liabilities and shareholders’ equity	$	665,283,522		$	275,638,780

The accompanying notes are an integral part of these consolidated financial statements.

50

VANTAGE DRILLING COMPANY

(A Corporation in the Development Stage)

CONSOLIDATED STATEMENT OF OPERATIONS

	Year Ended December 31,						For the Period September 8, 2006 (inception) to December 31,
	2008			2007			2008
Revenue	$	912,750		$	—		$	912,750
Operating costs and expenses
Operating costs		5,365,160			—			5,365,160
General and administrative		9,333,434			936,568			10,270,136
Impairment and termination costs		38,286,166			—			38,286,166
Depreciation		101,263			10,421			111,684
Total operating expenses		53,086,023			946,989			54,033,146
Loss from operations		(52,173,273	)		(946,989	)		(53,120,396	)
Other income (expense)
Interest income		4,095,067			7,699,060			11,794,127
Interest expense		(56,485	)		—			(56,485	)
Other income		86,033			—			86,033
Total other income (expense)		4,124,615			7,699,060			11,823,675
Income (loss) before income taxes		(48,048,658	)		6,752,071			(41,296,721	)
Income tax provision (benefit)		(670,466	)		2,298,564			1,628,098
Net income (loss)	$	(47,378,192	)	$	4,453,507		$	(42,924,819	)
Earnings (loss) Per Share
Basic	$	(0.78	)	$	0.16		$	(1.09	)
Diluted	$	(0.78	)	$	0.14		$	(1.09	)

The accompanying notes are an integral part of these consolidated financial statements.

51

VANTAGE DRILLING COMPANY

(A Corporation in the Development Stage)

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

	Ordinary Shares				Additional Paid-in			Earnings (Deficit) Accumulated During the Development			Total Shareholders’
	Shares		Amount		Capital			Stage			Equity
Balance, September 8, 2006	—		$	—	$	—		$	—		$	—
Issuance of ordinary shares to initial stockholders	7,500,000			7,500		17,500			—			25,000
Net loss	—			—		—			(134	)		(134	)
Balance, December 31, 2006	7,500,000			7,500		17,500			(134	)		24,866
Issuance of ordinary shares and warrants in private placement	375,000			375		5,999,625			—			6,000,000
Issuance of ordinary shares and warrants to public stockholders	34,500,000			34,500		179,142,093			—			179,176,593
Issuance of option to purchase ordinary shares and warrants to underwriters	—			—		100			—			100
Change in value of ordinary shares subject to possible redemption	—			—		—			(2,533,558	)		(2,533,558	)
Net income	—			—		—			4,453,507			4,453,507
Balance, December 31, 2007	42,375,000			42,375		185,159,318			1,919,815			187,121,508
Change in value of ordinary shares subject to possible redemption	—			—		—			(497,290	)		(497,290	)
Insurance of ordinary shares and warrants for acquisitions	33,333,333			33,333		274,966,667						275,000,000
Redemption of ordinary shares in connection with acquisition	(2	)		—		(16	)		—			(16	)
Reclassification of ordinary shares subject to possible redemption	—			—		79,784,256			—			79,784,256
Share-based compensation	—			—		2,420,356			—			2,420,356
Net loss	—			—		—			(47,378,192	)		(47,378,192	)
Balance, December 31, 2008	75,708,331		$	75,708	$	542,330,581		$	(45,955,667	)	$	496,450,622

The accompanying notes are an integral part of these consolidated financial statements.

52

VANTAGE DRILLING COMPANY

(A Corporation in the Development Stage)

CONSOLIDATED STATEMENT OF CASH FLOWS

	Year Ended December 31,						For the Period September 8, 2006 (inception) to December 31, 2008
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(47,378,192	)	$	4,453,507		$	(42,924,819	)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation expense		101,263			10,421			111,684
Amortization of debt financing costs		513,059			—			513,059
Share-based compensation expense		2,420,356			—			2,420,356
Deferred income tax benefit		(2,058,890	)		(311,607	)		(2,370,497	)
Write-off of asset value, net		28,286,166			—			28,286,166
Changes in operating assets and liabilities:
Restricted cash		(1,699,781	)		—			(1,699,781	)
Receivables		(3,276,843	)		—			(3,276,843	)
Prepaid expenses and other assets		(1,618,726	)		93,201			(2,462,572	)
Accounts payable		3,765,297			61,518			3,826,815
Accrued liabilities		15,117,296			888,789			16,006,085
Net cash provided by operating activities		(5,828,995	)		5,195,829			(1,570,347	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of assets		(213,396,605	)		—			(213,396,605	)
Additions to property and equipment		(170,775,303	)		(122,072	)		(170,897,375	)
Deferred acquisition costs		—			(756,771	)		—
Restricted cash held in trust account		273,109,051			(273,109,051	)		—
Net cash provided by (used in) investing activities		(111,062,857	)		(273,987,894	)		(384,293,980	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings under credit agreement		139,000,000			—			139,000,000
Debt issuance costs		(8,533,406	)		—			(8,533,406	)
Advances from stockholders of OGIL		3,300,000			—			3,300,000
Repayments of advances from stockholders of OGIL		(3,300,000	)		—			(3,300,000	)
Proceeds from issuance of ordinary shares to initial stockholders		—			—			25,000
Proceeds from issuance of ordinary shares and warrants in private placement		—			6,000,000			6,000,000
Proceeds from issuance of ordinary shares and warrants to public stockholders		—			255,930,000			255,930,000
Proceeds from issuance of option to purchase ordinary shares and warrants to underwriters		—			100			100
Proceeds from notes payable-stockholders		10,000,000			85,800			10,275,000
Repayment of notes payable-stockholders		—			(275,000	)		(275,000	)
Proceeds from deferred underwriters fee		—			8,280,000			8,280,000
Repayment of deferred underwriters fee		(8,280,000	)		—			(8,280,000	)
Redemption of ordinary shares		(16	)		—			(16	)
Net cash provided by financing activities		132,186,578			270,020,900			402,421,678
Net increase (decrease) in cash and cash equivalents		15,294,726			1,228,835			16,557,351
Cash and cash equivalents—beginning of period		1,262,625			33,790			—
Cash and cash equivalents—end of period	$	16,557,351		$	1,262,625		$	16,557,351

The accompanying notes are an integral part of these consolidated financial statements.

53

VANTAGE DRILLING COMPANY

(A Corporation in the Development Stage)

CONSOLIDATED STATEMENT OF CASH FLOWS

SUPPLEMENTAL INFORMATION

	Year Ended December 31,					For the Period September 8, 2006 (inception) to December 31, 2008
	2008			2007
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for:
Interest	$	2,476,413		$	—	$	—
Interest capitalized (non-cash)		(3,941,617	)		—		—
Taxes		1,750,016			2,300,000		4,050,016
Non-cash investing and financing transactions:
Issuance of ordinary shares and warrants for acquisition	$	(275,000,000	)	$	—	$	(275,000,000	)
Increase (decrease) in ordinary shares, subject to possible redemption		(79,286,965	)		79,286,965		—

The accompanying notes are an integral part of these consolidated financial statements.

54

VANTAGE DRILLING COMPANY

(A Corporation in the Development Stage)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Background

Vantage Drilling Company (“we,” “our,” “us,” “Vantage Drilling” or the “Company”), organized under the laws of the Cayman Islands on November 14, 2007 is a holding corporation with no significant operations or assets other than its direct and indirect subsidiaries including Vantage Energy Services, Inc. (“Vantage Energy”), incorporated in the State of Delaware, United States and Offshore Group Investment Limited (“OGIL”) incorporated in the Cayman Islands. On June 12, 2008, Vantage Drilling completed its business combination with Vantage Energy and OGIL pursuant to a share purchase agreement (“Purchase Agreement”).

OGIL was formed to consolidate the drilling assets of F3 Capital, including construction and delivery contracts for four Baker Marine Pacific Class 375 ultra-premium jackup drilling rigs, a purchase agreement for an ultra-deepwater drillship and an option for the purchase of a second ultra-deepwater drillship currently under development.

The global financial crisis has significantly reduced the availability of credit to businesses in the near-term, and the longer term implications for our industry are uncertain at present. The current financial crisis significantly limits the credit market access of some our potential customers which combined with lower prevailing oil and natural gas commodity prices, has lead potential customers to delay or cancel drilling programs. As the global financial crisis limits the access to credit markets, it could result in a protracted decline in global economic growth, which would reduce the demand for oil and gas commodities. Such a decrease in demand for oil and gas commodities could cause our potential customers to adjust exploration and production spending to lower levels. A reduction in drilling activity may adversely affect the award of new drilling contracts and cause a reduction in dayrates.

At December 31, 2008 we had outstanding shipyard commitments to complete theSapphire Driller,Aquamarine Driller andTopaz Driller of approximately $261.6 million plus estimated additional costs of spares and shipyard oversight expenses of $34.1 million to put these jackups in service. We had undrawn borrowings of approximately $301.0 million under our credit facility. However, as described below, the credit facility was amended in December 2008 to restrict certain borrowings under the credit facility (the “Amended Credit Agreement”). Pursuant to our Amended Credit Agreement, we had unrestricted available borrowings of $10.0 million for theEmerald Driller which was drawn in January 2009 and $31.0 million for theSapphire Driller which will complete theSapphire Driller’s shipyard obligations. The remaining $260.0 million is restricted until such time as the banks can complete the syndication of the loan to additional banks that would provide the remaining funding. It is believed that the primary factor to achieving a successful syndication is the contracting of the jackups with acceptable terms, the timing of which is uncertain.

The shipyard has agreed to amendments to the shipyard payment schedule in order to accommodate the restrictions placed on us by the Amended Credit Agreement by deferring all significant shipyard payments on theAquamarine Driller andTopaz Driller to June 30, 2009. The shipyard has also expressed their willingness to provide additional financial assistance if necessary. We believe that all such forbearance by the shipyard is dependent upon our good faith effort to complete the syndication of the Amended Credit Agreement or raise alternative sources of funding. Accordingly, we have on-going discussions with alternative sources of funding which are generally more expensive than the Amended Credit Agreement. While our discussion with these alternative sources of funding have indicated that funding is available, although on more expensive terms, there can be no assurances that adequate funding will be available or available on acceptable terms. In the event that we do not complete the syndication of the Amended Credit Agreement or complete an alternative source of funding by June 30, 2009 and the shipyard elects not to continue its forbearance, the shipyard could choose to foreclose on the jackups still under construction and the banks may determine that we are in default of the Amended Credit Agreement and accelerate the payment terms.

55

2. Basis of Presentation and Significant Accounting Policies

The accompanying consolidated financial information as of December 31, 2008, for the years ended December 31, 2008 and 2007 and the inception to date periods include the accounts of Vantage Drilling and it majority owned subsidiaries and are prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). All significant intercompany transactions and accounts have been eliminated. They reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the financial position and results of operations for the indicated periods. All such adjustments are of a normal recurring nature. Certain previously reported amounts have been reclassified to conform to the current year presentation.

56

We were considered a development stage company through December 31, 2008 and as such the financial statements included herein are presented in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 7, Accounting and Reporting by Development Stage Enterprises.

Vantage Drilling completed its business combination with Vantage Energy and OGIL on June 12, 2008 (the “Acquisition”). In accordance with SFAS No. 141Business Combinations, Vantage Energy was determined to be the acquirer for purposes of accounting for the business combination. Accordingly, the historical financial statements present the historical financial information of Vantage Energy with the financial information of Vantage Drilling and OGIL included as of June 12, 2008.

Cash and Cash Equivalents: Includes deposits with financial institutions as well as short-term money market instruments with maturities of three months or less when purchased.

Restricted Cash: Consists of cash and cash equivalents posted as collateral for bid tenders and establishment of a debt reserve.

Restricted Cash Held In Trust. Consists of net proceeds from our initial public offering placed in a trust account, invested in money market funds as of December 31, 2007. Upon shareholder approval of the Acquisition, the funds were released from the trust account and partially used for the Acquisition.

Property and Equipment: Consists of furniture and fixtures and computer equipment, depreciated upon placement in service over estimated useful lives ranging from three to seven years on a straight-line basis and capitalized costs for computer software as accounted for in accordance with Statement of Position 98-1,Accounting for the Costs of Computer Software Developed or Obtained for Internal Use.Additionally, the fair market values as of the date of the Acquisition, and subsequent expenditures for the jackup rigs and drillships under construction are included inProperty and Equipment.

Acquisition Costs: Consists of costs incurred directly related to the acquisition of OGIL as described above. These costs, which consisted primarily of consulting fees, legal fees and the costs of obtaining a fairness opinion on the Acquisition were allocated to the fair values of the assets acquired.

Debt Financing Costs:Costs incurred with debt financings are capitalized and amortized over the term of the related financing facility.

Capitalized Interest Costs:Interest costs related to the credit agreements for the financing of the jackup rigs and the amortization of debt financing costs have been capitalized as part of the cost of the respective jackups while they are under construction. Total interest and amortization costs capitalized during 2008 totaled approximately $3.9 million. There was no interest capitalization in 2007.

Common Stock, Subject to Possible Redemption: Pursuant to the terms of the initial public offering, public stockholders could have redeemed their shares of common stock of Vantage Energy for a pro-rata share of the funds held in trust. The shares available for redemption were limited to 29.99% of the shares issued in the initial public offering.

We recorded the common stock subject to possible redemption at their estimated fair value at the date of issuance, which we determined to be the pro-rata share of the funds held in trust upon completion of the initial public offering less the portion of the deferred underwriters’ fees applicable to the shares. The value of shares subject to possible redemption were revalued as of the balance sheet date to represent their pro-rata share of the funds held in trust less applicable taxes as of that date. The amount recorded for common stock subject to possible redemption was reclassified to additional paid-in capital, with the exception of the value of two shares of common stock that were redeemed, upon the completion of the Acquisition.

Income Taxes: Income taxes have been provided based upon the tax laws and rates in effect in the countries in which operations are conducted and income is earned. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities

57

that will result in future taxable or deductible amounts and are based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized.

58

Earnings per Share: Basic income (loss) per common share has been based on the weighted average number of ordinary shares outstanding during the applicable period. Diluted income per share has been computed based on the weighted average number of ordinary shares and ordinary share equivalents outstanding in the applicable period, as if all potentially dilutive securities were converted into ordinary shares (using the treasury stock method). The calculation of diluted weighted average shares outstanding excludes 65,437,750, 1,250,000 and 65,437,750 ordinary shares for the years ended December 31, 2008 and 2007 and for the period from inception (September 8, 2006) to December 31, 2008, respectively, issuable pursuant to outstanding stock options or warrants because their effect is anti-dilutive.

The following is a reconciliation of the number of shares used for the basic and diluted earnings per share (“EPS”) computations:

	Year Ended December 31,		For the Period September 8, 2006 (Inception) to December 31,
	2008	2007	2008
Weighted average ordinary shares outstanding for basic EPS	60,913,811	28,042,808	39,487,031
Options	—	—	—
Warrants	—	4,477,453	—
Adjusted weighted average ordinary shares outstanding for diluted EPS	60,913,811	32,520,261	39,487,031

Concentration of Credit Risk: Financial instruments that potentially subject us to a significant concentration of credit risk consist primarily of cash and cash equivalents and restricted cash. We maintain deposits in federally insured financial institutions in excess of federally insured limits. We monitor the credit ratings and our concentration of risk with these financial institutions on a continuing basis to safeguard our cash deposits. Our restricted cash is invested in certificates of deposits.

Stock-Based Compensation:We account for employee stock-based compensation using the fair value method as prescribed in SFAS No. 123(R),Share-Based Payment. Under this method, we value the restricted stock grants based on the market price of our ordinary shares on the date of grant and calculate the fair value attributable to stock options based on the Black-Scholes option pricing model. The fair values are amortized to expense over the service period required to vest the stock options and stock grants. We recognized approximately $2.3 million of stock-based compensation expense, net of capitalized amounts of $134,322, in the year December 31, 2008.

Use of Estimates: The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. While management believes current estimates are appropriate and reasonable, actual results could differ from those estimates.

Fair value of financial instruments: The fair value of our financial assets and liabilities approximates the carrying amounts represented in the balance sheets due to the short-term of these instruments.

Recent Accounting Pronouncements:In December 2007, the Financial Accounting Standards Board (“FASB”) issued the revised Statement of Financial Accounting Standards (“SFAS”) No. 141(R),Business Combinations. Under SFAS No. 141(R), all business combinations will be accounted for by applying the acquisition method and an acquirer is required to be identified for each business combination. SFAS No. 141(R) defines the acquirer as the entity that obtains control of one or more businesses in the business combination, establishes the acquisition date as the date that the acquirer achieves control and

59

requires the acquirer to recognize the assets acquired, liabilities assumed and any noncontrolling interest at their fair values as of the acquisition date. SFAS No. 141(R) also requires transaction costs and restructuring charges to be expensed. Effective January 1, 2009, we will begin applying this statement to any business combination completed by us.

In December 2007, the FASB issued SFAS No. 160,Noncontrolling Interests in Consolidated Financial Statements, which is an amendment of Accounting Research Bulletin No. 51. SFAS No. 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. In addition, SFAS No. 160 requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent’s owners and the interests of the noncontrolling owners of a subsidiary. This statement is effective for the fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. We adopted SFAS No. 160 on January 1, 2009 and we anticipate it will impact the accounting for the restructuring of our ownership interest in thePlatinum Explorer when the transaction is consummated.

60

In March 2008, the FASB issued SFAS No. 161,Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133 (“SFAS No. 161”). SFAS No. 161 requires enhanced disclosure related to derivatives and hedging activities and thereby seeks to improve the transparency of financial reporting. Under SFAS No. 161, entities are required to provide enhanced disclosures relating to: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedge items are accounted for under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No. 133”), and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 must be applied prospectively to all derivative instruments and non-derivative instruments that are designated and qualify as hedging instruments and related hedged items accounted for under SFAS No. 133 for all financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application permitted. Effective January 1, 2009, we will begin applying this statement to any derivative instruments that we enter into in the future. We did not have any derivative instruments as of December 31, 2008, nor had we engaged in any hedging activities during the year ended December 31, 2008.

In May 2008, the FASB issued SFAS No. 162,The Hierarchy of Generally Accepted Accounting Principles (“SFAS No. 162”). SFAS No. 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with GAAP for nongovernmental entities. This statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411,The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. We do not expect the adoption to significantly impact our consolidated financial position, results of operations or cash flows.

In September 2008, the FASB issued FASB Staff Positions (“FSP”) No. 133-1 and FIN 45-4 to amend FASB Statement No. 133,Accounting for Derivative Instruments and Hedging Activities,to require disclosures by sellers of credit derivatives, including credit derivatives embedded in a hybrid instrument. This FSP also amends FASB Interpretation No.45,Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others,to require an additional disclosure about the current status of the payment/performance risk of a guarantee. Further, this FSP clarifies the FASB’s intent about the effective date of FASB Statement No. 161,Disclosures about Derivative Instruments and Hedging Activities.This FSP is effective for financial statements issued for reporting periods (annual or interim) ending after November 15, 2008, with early application encouraged. Effective January 1, 2009, we will begin applying this statement to any derivative instruments that we enter into in the future. We did not have any derivative instruments as of December 31, 2008, nor had we engaged in any hedging activities during the year ended December 31, 2008.

3. Acquisitions

Acquisition of OGIL

On August 30, 2007 (as amended December 3, 2007), Vantage Energy entered into the Purchase Agreement pursuant to which it and OGIL agreed to be acquired by Vantage Drilling. The Acquisition was approved by shareholders of Vantage Energy on June 10, 2008 and was completed on June 12, 2008. The Acquisition was structured such that Vantage Energy and OGIL became wholly owned subsidiaries of Vantage Drilling in a series of steps as outlined below.

Vantage Drilling acquired Vantage Energy pursuant to a merger transaction that is summarized as follows:

(i) We created a transitory merger subsidiary and merged such subsidiary with and into Vantage Energy, with Vantage Energy surviving;

(ii) We exchanged, on a one for one basis, all outstanding units, ordinary shares of stock and warrants of Vantage Energy for newly issued units, ordinary shares and warrants of Vantage Drilling; and

61

(iii) Vantage Energy became, as a result, wholly-owned by Vantage Drilling. The units, ordinary shares and warrants of Vantage Drilling have the same terms and conditions as those issued by Vantage Energy except that their issuance is governed by the laws of the Cayman Islands.

62

The Company purchased, through a structured acquisition, all the issued ordinary shares of OGIL. OGIL’s assets consist of the construction and delivery contracts for four Baker Marine Pacific Class 375 ultra-premium jackup drilling rigs, a purchase agreement with Mandarin Drilling Corporation (“Mandarin”), a subsidiary of F3 Capital, a Cayman Islands exempted company that is wholly-owned by Hsin-Chi Su, a director of the Company, for an ultra-deepwater drillship,Platinum Explorer, and an option for the purchase of a second ultra-deepwater drillship, theTitanium Explorer,currently under development from an affiliate of F3 Capital.

We acquired all of the issued ordinary shares of OGIL from F3 Capital for the aggregate consideration of $331.0 million plus Closing Adjustments, consisting of the following:

(i) an aggregate of $275.0 million Company Units (33,333,333 Units), with each Unit consisting of one ordinary share and 0.75 warrants to purchase one ordinary share at an exercise price of $6.00 per share (such warrants are exercisable into an aggregate of 25,000,000 ordinary shares); and

(ii) a promissory note issued by us in the amount of approximately $56.0 million plus Closing Adjustments and which was repaid at closing in the amount of approximately $48.3 million.

As a result of the acquisition, the ordinary shares of Vantage Drilling were owned approximately 56% and 44% by the former shareholders of Vantage Energy and F3 Capital (former parent company of OGIL) respectively. Pursuant to the Purchase Agreement, F3 Capital exercised its right to appoint three directors to the board of directors of the Company.

We accounted for the acquisition in accordance with SFAS No. 141,Business Combinations and determined that the acquirer for purposes of accounting for the business combination was Vantage Energy. The total consideration paid for Vantage Drilling and OGIL, including the amounts described above, the shipyard payments due from January 1, 2008 through the acquisition date, and the acquisition costs allocated to the assets acquired was approximately $488.4 million.

The following represents the estimated fair value of the assets and liabilities acquired:

Cash	$	23,746
Other current assets		316,589
Property and equipment		245,153
Assets under construction		488,396,605
Accrued Liabilities		(452,971	)
Payables to affiliates	$	(3,064,003	)

Restructuring of Purchase Agreement for Platinum Explorer and Option for the Titanium Explorer

Our initial strategic plan anticipated that we would raise capital to support the development of thePlatinum Explorer andTitanium Explorerdrillships in the form of additional equity and debt financings. The purchase agreement for thePlatinum Explorer was for total consideration of $676.0 million and an option to acquire theTitanium Explorer for $695.0 million. ThePlatinum Explorer purchase agreement and theTitanium Explorer option required us to make installment payments of $194.8 million in September and $208.5 million in November, respectively. Additionally, theTitanium Explorer option contained a $10.0 million termination fee if we were unable to exercise the option. We pursued both debt and equity financings to fund these payment obligations, however, due to the worsening global financial crises, we were unable to obtain debt or equity financing on acceptable terms. In September 2008, we made a partial payment of $32.0 million on thePlatinum Explorer purchase obligation and began to negotiate a restructuring of the remaining obligations.

In November 2008, we entered into a Share Sale and Purchase Agreement (the “Restructure Agreement”) restructuring the outstanding obligations for thePlatinum Explorer andTitanium Explorer.

63

Pursuant to the Restructure Agreement, we will acquire forty-five percent (45%) of Mandarin, the owner of thePlatinum Explorer for cash consideration of $189.8 million ($149.8 million after deducting the $32.0 million partial payment made in September 2008 and $8.0 million paid in June 2008) and issuing ten year warrants to purchase 1.98 million of our ordinary shares at $2.50 per share. In order for us to fund the cash consideration, the owner of Mandarin, F3 Capital agreed to exercise 25 million outstanding warrants which it received as partial consideration for our acquisition of OGIL. Additionally, it was agreed that F3 Capital would accept in the form of ordinary shares at the current market price the $10.0 million termination fee (7,299,270 ordinary shares) for the termination of theTitanium Explorer purchase option.

64

In connection with the Restructure Agreement, we have executed a shareholders’ agreement with F3 Capital which shall become effective once we own 45% of the outstanding shares of Mandarin (the “Shareholders Agreement”). Pursuant to the Shareholders Agreement, we agreed to jointly promote and develop the business of Mandarin, such business being the ownership, construction, operation and management of thePlatinum Explorer currently under construction at DSME. The Shareholders Agreement provides for a five member board of directors for Mandarin, two of whom are to be designated by us and three of whom are to be designated by F3 Capital. The Shareholder Agreement further provides we will jointly seek financing necessary to fund the final shipyard installment payment for thePlatinum Explorer. In connection with this financing, F3 Capital and the Company will provide credit support in relation to their respective ownership percentage in the form of guarantees or additional funds. F3 Capital is responsible solely for funding the remaining pre-delivery shipyard payments for thePlatinum Explorer.

In connection with the Restructure Agreement, we entered into construction oversight agreements and management agreements with Mandarin, Valencia Drilling Company, owner ofTitanium Explorer, and North Pole Drilling Company, owner of drillshipHull 3608. Valencia Drilling Company and North Pole Drilling Company are each affiliates of F3 Capital. Pursuant to the construction oversight agreements, we will oversee and manage the construction of thePlatinum Explorer, Titanium ExplorerandHull 3608 for an annual fee per drillship for each year, subject to proration based on the number of months that a drillship is under construction during any year. For 2009, we anticipate such fees will aggregate approximately $15.0 million. For the Mandarin construction oversight agreement, we were also able to invoice an initial fee of $1.5 million plus costs incurred for the work performed during 2008; in the financial statements, we have recognized $825,000 of the initial fee representing the portion of the fee for Mandarin that we do not anticipate owning. In addition to our annual fee, we will be reimbursed for all direct costs incurred in the performance of construction oversight services. The construction oversight agreements may be terminated by either party upon 60 days’ written notice.

Under the terms of the management agreements, we will be responsible for marketing and operating thePlatinum Explorer, Titanium Explorer and Hull 3608. We will be paid fixed management fees and variable fees based on the financial performance of the rigs. The management agreements may be terminated upon 60 days written notice under certain circumstances, provided that the Company does not have any outstanding commitments or contracts to operate the drillships for customers.

4. Debt

Short-term Debt

On December 18, 2008, we entered into a loan agreement (the “Loan Agreement”) with F3 Capital. Under the terms of the Loan Agreement, F3 Capital agreed to make an unsecured loan to the Company in the principal amount of $10.0 million on or before December 24, 2008 and all outstanding amounts bore interest at an annual rate of 7% to February 16, 2009 and 10% thereafter. On March 4, 2009, F3 Capital agreed to settle the outstanding principal and interest for approximately 10.3 million ordinary shares.

Long-term Debt

On June 12, 2008, we entered into a $440.0 million credit agreement with a syndicate of lenders to finance the construction and delivery of the four Baker Marine Pacific Class 375 jackup rigs, which was subsequently amended on December 22, 2008 (the “Amended Credit Agreement”). The Amended Credit Agreement consists of the following: (i) a term loan in the amount of $320.0 million (the “Term Loan”); (ii) a top-up loan in the amount of $80.0 million (the “Top-up Loan”); and (iii) a revolving loan in the amount of $40.0 million (the “Revolving Loan”). Each of the Term Loan, Top-up Loan and Revolving Loan shall be split into four equal tranches; one for each of the jackup rigs. The Amended Credit Agreement required each of the jackup rigs be placed in a separate entity which we established as Emerald Driller Company, Sapphire Driller Company, Aquamarine Driller Company and Topaz Driller Company (each individually a “Borrower”). The Term Loan is restricted to the payment of construction costs of each Borrower’s respective jackup rig. The Top-up Loan is available for general corporate purposes provided the Borrower has (i) the relevant jackup rig being employed under a drilling contract, and (ii) such drilling

65

contract has sufficient forecasted cash flow to repay in full the Top-up Loan during the term of the drilling contract, in addition to the scheduled payments due under the Term Loan. The Revolving Loan will be used primarily for working capital, providing letters of credit to support contract bids and performance bonds to support drilling contracts. Pursuant to the Amended Credit Agreement, approximately $260.0 million of the Lender’s commitments and obligations with respect to certain aspects of the financing are now subject to syndication to other financial institutions prior to June 30, 2009.

66

The maturity date for each tranche of the Term Loan and Revolving Loan will be seven years plus three months from the delivery date of the relevant jackup rig. In no event will the maturity date occur after June 30, 2017. Each tranche under the Term Loan will be repayable in 28 consecutive quarterly installments of $2.0 million each, commencing six months from the delivery of the relevant jackup rig. A balloon payment of $24.0 million will be due at maturity together with the last quarterly installment. Each tranche of the Top-up Loan will be repaid in full, in equal quarterly installments, during the relevant drilling contract period. Any outstanding amount of the Revolving Loan tranche will be repayable in full on the maturity date. The Borrower’s excess cash flow as defined by the credit agreement will be applied first to any outstanding Top-Up Loan, second to the outstanding Term Loan and third to any outstanding Revolving Loan.

The interest rate for each of the Credit Facilities was based on LIBOR plus a margin (“Applicable Margin”) ranging from 3.00% to 5.00%. The Applicable Margin is based on the Borrower’s contract backlog and the operational status of the jackup rig. The Credit Facilities are secured by a lien on substantially all of the assets of the Borrowers and the Guarantors, including all of the equity interests of certain subsidiaries of the Company whose jurisdiction or organization is the Cayman Islands, and all of the Company’s equity interests in Vantage Energy, but excluding all of the Company’s equity interests in its subsidiaries whose jurisdiction of organization is Singapore. Additionally, we incur commitment fees on the unused portion of the Amended Credit Agreement of 1.5%. As of December 31, 2008, we have borrowed $139.0 million under the Credit Agreement.

We are subject to certain restrictive covenants under the Amended Credit Agreement, including restrictions on the ability to make any dividends, distributions or other restricted payments; incur debt or sell assets; make certain investments and acquisitions and grant liens. We are also required to comply with certain financial covenants, including a covenant which limits capital expenditures, a maximum leverage ratio covenant, a maximum net debt to capitalization ratio covenant, a covenant which requires the maintenance of cash balances above a certain threshold level, a minimum working capital ratio and a minimum fixed charge coverage ratio. We believe we are in compliance with all financial covenants of the Amended Credit Agreement at December 31, 2008. The Amended Credit Agreement contains customary events of default, the occurrence of which could lead to an acceleration of our obligations.

Aggregate scheduled principal maturities of our long-term debt for the next five years and thereafter are as follows:

2009	$	6,000,000
2010		16,000,000
2011		16,000,000
2012		16,000,000
2013		16,000,000
Thereafter		69,000,000
Total debt		139,000,000
Less: current maturities		(6,000,000	)
Long-term debt	$	133,000,000

5. Shareholders’ Equity

Preferred Shares

There are 1,000,000 preferred shares authorized by our Amended and Restated Certificate of Incorporation with such designations, voting and other rights and preferences as may be determined from time to time by our board of directors. No preferred shares were outstanding as of December 31, 2008 and 2007.

67

Ordinary Shares Reserved for Issuance

There are 400,000,000 ordinary shares authorized by our Amended and Restated Certificate of Incorporation and 75,708,331 and 42,375,000 ordinary shares were issued and outstanding as of December 31, 2008 and 2007, respectively.

Ordinary shares reserved for issuance are summarized as follows:

	December 31,
	2008	2007
2007 Long-Term Incentive Plan	7,500,000	—
Warrants to purchase common stock	64,125,000	39,125,000
Total	71,652,000	39,125,000

68

Warrants

On May 30, 2007 we completed the initial public offering of 34.5 million units for proceeds of $264.2 million, net of underwriting fees and expenses. Each unit consisted of one share of common stock and one warrant to purchase a share of common stock for $6.00 per share. The warrants became exercisable upon the completion of the acquisition of OGIL and will expire May 24, 2011.

Furthermore, we sold to the underwriters of the initial public offering for $100 an option to purchase up to a total of 1,250,000 units (“Underwriter Units”) for $9.60 per unit. Each Underwriter Unit consisted of a share of common stock and a warrant to purchase a share of common stock for $7.20 per share. The warrants underlying the Underwriter Units became exercisable upon the completion of the acquisition of OGIL and will expire May 24, 2011.

In connection with the consummation of the public offering, certain officers, directors and initial stockholders purchased a combined total of 375,000 units and 3.0 million warrants (collectively, the “Founding Securities”) at the prices of $8.00 per unit and $1.00 per warrant for a total of $6.0 million from the Company. Other than the additional trading restrictions placed on the warrants included in the Founding Securities, these warrants have the same terms and conditions as the warrants issued to the public shareholders.

In the acquisition of OGIL, we issued 25.0 million warrants to F3 Capital to purchase one ordinary share at an exercise price of $6.00 per share. These warrants will expire May 24, 2011.

2007 Long-Term Incentive Plan

Our 2007 Long-Term Incentive Plan (the “Incentive Plan”) was approved by our shareholders at our special meeting on June 10, 2008. Under the Incentive Plan, we may grant to officers and key employees of the Company incentive and non-qualified stock options, stock appreciation rights, performance units, restricted stock awards and performance bonuses. In addition, we may grant non-qualified stock options and restricted stock awards to directors and independent contractors and consultants. We have reserved a maximum of 7,500,000 shares for issuance upon the exercise of awards to be granted pursuant to the Incentive Plan. Each share issued under an option or restricted stock award will be counted against this limit.

On June 12, 2008, we granted 1,312,750 non-qualified stock options to officers and key employees to purchase ordinary shares at an exercise price of $8.40 per share. The options vest ratably over four years and have a ten-year life from date of grant. The aggregate fair value of the options was approximately $4,056,000 and is being amortized to expense over the vesting period of the options. The fair value of each option grant was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: (i) expected life of 5.06 years, (ii) expected volatility of 33.42% based on the implied volatility of a peer group of companies and (iii) risk-free interest rate of 4.04% based upon U.S. Treasury notes. We recognized approximately $516,000 of stock option based compensation expense, net of capitalized amounts of $34,000, in the year ended December 31, 2008. All of the stock options granted were outstanding at December 31, 2008 and none were exercisable.

During 2008, we granted 1,616,850 restricted shares to officers and employees. All restricted share awards granted vest ratably over four years and are being amortized to expense over the vesting period. The fair value of the awards at the dates of grant was approximately $14,216,000 based on share prices ranging from $0.71 to $8.40 per share. We recognized approximately $1,770,000 of restricted stock based compensation expense, net of capitalized amounts of $101,000 in the year ended December 31, 2008.

6. Income Taxes

Our operations are conducted through various subsidiaries. We provide for income taxes based on the tax laws and rates in the countries where our subsidiaries earn income. Because these countries have tax rates and regimes that vary as compared to each other, there is no expected relationship between the provision for income taxes and our income or loss before income taxes.

69

The provision for income taxes consists of the following:

	Year Ended December 31,						For the Period September 8, 2006 (inception) to December 31, 2008
	2008			2007
Current	$	1,388,424		$	2,610,171		$	3,998,595
Deferred		(2,058,890	)		(311,607	)		(2,370,497	)
Total	$	(670,466	)	$	2,298,564		$	1,628,098

70

The provision for income taxes differs from the amount computed by applying the federal statutory income tax rate (34%) on operations as follows:

	Year Ended December 31,				For the Period September 8, 2006 (inception) to December 31, 2008
	2008		2007
Taxes at U.S. statutory rate	34.0	%	34.0	%	34.0	%
Taxes on foreign earnings (loss) at lesser than U.S. statutory rate	(32.6	)	—		(30.1	)
Income tax rate	1.4	%	34.0	%	3.9	%

Deferred income taxes reflect the impact of temporary differences between the amount of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. Our deferred tax asset at December 31, 2008 totaled $2.4 million and consisted primarily of start-up expenses not currently deductible.

We have adopted the provisions of FASB Interpretation No. 48 (“FIN 48”). This interpretation clarifies the accounting for uncertain tax positions and requires companies to recognize the impact of a tax position in their financial statements, if that position is more likely than not of being sustained on audit, based on the technical merits of the position. Our adoption and application of FIN 48 did not have any impact on our total liabilities or shareholders’ equity.

7. Commitments and Contingencies

We are subject to litigation, claims and disputes in the ordinary course of business, some of which may not be covered by insurance. As of December 31, 2008, we are not aware of any litigation, claims or disputes, whether asserted or unasserted.

In August 2008, we entered into a two year contract for theEmerald Driller to work in Southeast Asia. The rig began operations in early February 2009, following the completion of its construction and commissioning activities in Singapore. The contract is expected to generate approximately $128.3 million in revenue, excluding revenues for cost escalations and client reimbursables, over the initial term. The contract contains operational requirements customary to the drilling industry.

As of December 31, 2008, we had approximately $261.6 million of commitments related to the construction contracts for our three remaining Baker Marine Pacific Class 375 jackups. In preparing our rigs for operations, we have made approximately $24.0 million of commitments for the purchase of critical spares, design modifications, inventory and third-party training. For additional information related to commitments for thePlatinum Explorer, please see“Restructuring of Purchase Agreement for Platinum Explorer and Option for the Titanium Explorer” in Note 3.

As of December 31, 2008, we were obligated under leases, with various expiration dates, for certain office space, housing and vehicles. Future minimum rentals under these operating leases having initial or remaining terms in excess of one year total $2.0 million for 2009 and $886,000 for 2010. Rental expense related to these leases was approximately $664,000, $63,000 and $727,000 for the years ended December 31, 2008 and 2007 and the period September 8, 2006 (inception) to December 31, 2008, respectively.

71

8. Supplemental Financial Information

Property and Equipment

Property and equipment consisted of the following:

	December 31,
	2008			2007
Assets under construction	$	628,652,996		$	—
Leasehold improvements		219,817			—
Office and technology equipment		2,135,002			122,072
		631,007,814			122,072
Accumulated depreciation		(111,684	)		(10,421	)
Property and equipment, net	$	630,896,130		$	111,651

We capitalize interest costs on the rigs under construction. During the year ended December 31, 2008, we capitalized approximately $3.9 million, of interest costs. We did not capitalize any interest in 2007.

72

Other Assets

Other assets at December 31, 2008 consisted primarily of debt financing costs of $8.0 million, net of amortization and deposits of $477,000. At December 31, 2007, other assets consisted of deferred acquisition costs of $756,771 directly related to the acquisition of OGIL.

Accrued Liabilities

Accrued liabilities consisted of the following:

	December 31,
	2008		2007
Interest	$	971,323	$	—
Property, service and franchise taxes		710,132		134,500
Professional fees		17,720		442,924
Compensation		3,057,144		—
Termination fee		10,000,000		—
Other	$	10,153		1,194
	$	14,766,472	$	578,618

9. Subsequent Events

On January 9, 2009, we sold 5,517,241 of the Company’s ordinary shares, par value $.001 per share to F3 Capital in consideration for $8,000,000 based on the preceding 5-day average of $1.45 per share. The proceeds were used to fund our portion of the collateral for a performance bond and for general corporate purposes. No commission or similar remuneration was paid in connection with the sale.

In February 2009, we entered into a management agreement with Sea Dragon Offshore Limited (“Sea Dragon”) for one of its two deepwater semisubmersible drilling rigs. Sea Dragon may extend the agreement to include its second unit as well. The rigs are capable of drilling in water depths up to 10,000 ft. with a maximum drilling depth of 30,000 ft. Pursuant to the management agreement, we will receive from Sea Dragon management fees during the construction phase of the project plus performance based completion incentives. During the operations phase, we will receive fixed and variable daily fees.

In December 2008, we received a letter of award for a five year contract for thePlatinum Explorer drillship to work in India, subject to certain conditions which were satisfied in January 2009. The rig is anticipated to begin operations in late 2010, following the completion of its construction and commissioning activities in Korea. Pursuant to the terms of our management agreement with Mandarin, our 45% owned joint ownership company for thePlatinum Explorer,we will lease the drillship from Mandarin. Under the terms of the of the management agreement, the lease payments for thePlatinum Explorer will be calculated as the gross revenue from the customer less all operating expenses and our marketing and management fees. The contract is expected to generate approximately $1.1 billion in revenue, excluding revenues for mobilization and client reimbursables over the term of the contract. The contract contains operational requirements customary to the drilling industry.

In February 2009, we received an eight year contract for theTitanium Explorer drillship to work in the Gulf of Mexico, although the customer has the right to work the drillship on a worldwide basis. The rig is anticipated to begin operations in the second half of 2011, following the completion of its construction and commissioning activities in Korea. Pursuant to the terms of our management agreement with Valencia Drilling Company, the owner of theTitanium Explorer, we will lease the drillship from Valencia Drilling Company. Under the terms of the of the management agreement, the lease payments for theTitanium Explorer will be calculated as the gross revenue from the customer less all operating expenses and our marketing and management fees. The contract is expected to generate approximately $1.6 billion in revenue, excluding revenues for costs escalation, mobilization and client reimbursables over the term of the contract. The contract contains operational requirements customary to the drilling industry.

73

On March 3, 2009, we entered into a loan agreement (the “Second Loan Agreement”) with F3 Capital. Under the terms of the Second Loan Agreement, F3 Capital agreed to make an unsecured loan to us in the principal amount of $4.0 million on or before March 9, 2009. Subject to shareholder approval, F3 Capital has elected to convert amounts outstanding under the Loan Agreement into 3,921,569 ordinary shares at a price equal to the closing price of the ordinary shares on the preceding day, March 2, 2009, which was $1.02 per share.

74

10. Supplemental Quarterly Information (Unaudited)

The following table reflects a summary of the unaudited interim results of operations for the quarterly periods in the years ended December 31, 2008 and 2007.

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
2008
Revenue	$	—		$	—		$	—		$	912,750
Loss from operations		(726,308	)		(1,981,773	)		(5,421,011	)		(44,044,181	)
Other income (expense)		2,505,047			1,326,367			257,477			35,724
Net income (loss)		1,170,876			(530,911	)		(4,550,351	)		(43,467,806	)
Earnings (loss) per share (a)
Basic	$	0.03		$	(0.01	)	$	(0.06	)	$	(0.57	)
Diluted	$	0.02		$	(0.01	)	$	(0.06	)	$	(0.57	)
2007
Revenue	$	—		$	—		$	—		$	—
Loss from operations		(109	)		(145,534	)		(259,658	)		(541,688	)
Other income (loss)		—			1,128,805			3,376,287			3,193,968
Net income (loss)		(109	)		647,905			2,054,583			1,751,128
Earnings (loss) per share (a)
Basic	$	—		$	0.06		$	0.05		$	0.04
Diluted	$	—		$	0.05		$	0.04		$	0.04

Net income (loss) per share is computed independently for each of the quarters presented. Therefore, the sum of the quarters’ net income (loss) per share may not agree to the total computed for the year.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 (“Exchange Act”) is recorded, processed, summarized, and reported, within the time periods specified by the Securities and Exchange Commission’s (“SEC”) rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of its disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2008, and, based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these controls and procedures are effective in providing reasonable assurance that information requiring disclosure is recorded, processed, summarized, and reported within the timeframe specified by the SEC’s rules and forms.

75

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as that term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management, under the supervision of and with the participation of our Chief Executive Office and Chief Financial Officer, conducted an evaluation of our internal control over financial reporting as of December 31, 2008. In making this assessment, management used the criteria set forth inInternal Control – Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment using these criteria, our management determined that our internal control over financial reporting was effective as of December 31, 2008.

The effectiveness of our internal control over financial reporting as of December 31, 2008, has been audited by UHY LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Changes in Internal Control over Financial Reporting

We made the following changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended December 31, 2008 that materially affected, or are reasonably likely to materially affect, internal control over financial reporting:

• implemented an integrated enterprise resource planning system to process and record information related to our business operations and that is used in the reporting of our financial condition and the results of operations, and

• implemented quarterly financial and internal control certifications by our officers and other key operational and financial employees to our Chief Executive Officer and Chief Financial Officer.

The actions described above have significantly improved our internal control over financial reporting.

Item 9B. Other Information

None.

76

PART III

Item 10. Directors, Executive Officers and Corporate Governance

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

The names of our directors and executive officers, their ages as of April 30, 2009, and certain other information about them are set forth below:

Name	Age	Position
Paul A. Bragg	53	Chairman of the Board and Chief Executive Officer
Douglas G. Smith	40	Chief Financial Officer and Treasurer
Douglas W. Halkett	47	Chief Operating Officer
Edward G. Brantley	54	Chief Accounting Officer and Controller
Michael R.C. Derbyshire	55	Vice President – Marketing
Christopher G. DeClaire	50	Director, Vice President, and Secretary
Jorge E. Estrada (1), (3)	60	Director
Robert F. Grantham (3)	51	Director
Marcelo D. Guiscardo (2)	55	Director
John C.G. O’Leary (1), (3)	52	Director
John R. Russell (2)	68	Director
Hsin-Chi Su (2)	49	Director
Steinar Thomassen (1)	61	Director

(1) Member of our Audit Committee.

(2) Member of our Compensation Committee.

(3) Member of our Nominating and Corporate Governance Committee.

Paul A. Bragg, 53, has served as our Chairman of the Board of Directors and Chief Executive Officer and that of Vantage Energy Services, Inc. (“Vantage Energy”), our predecessor, since September 2006. Mr. Bragg has over 31 years of direct industry experience. Prior to joining the company, Mr. Bragg was affiliated with Pride International, Inc. (“Pride”), one of the world’s largest international drilling and oilfield services companies. From 1999 through 2005, Mr. Bragg served as the Chief Executive Officer of Pride. From 1997 through 1999, Mr. Bragg served as Pride’s Chief Operating Officer, and from 1993 through 1997, Mr. Bragg served as its Vice President and Chief Financial Officer. Mr. Bragg graduated from the University of Texas at Austin in 1977 with a B.B.A. in Accounting.

Douglas G. Smith, 40, has served as our Chief Financial Officer and Treasurer since November 2, 2007. Prior to joining the Company, Mr. Smith served with Pride as Vice-President – Financial Projects from January 2007 to June 2007, as Vice-President, Controller and Chief Accounting Officer from May 2004 to December 2006, and Director of Budget and Strategic Planning from March 2003 to May 2004. From 2001 to 2003, Mr. Smith worked as an independent business consultant providing advisory services to a private equity group and start-up companies. From 2000 to 2001, Mr. Smith served as Vice-President of Finance and Accounting for COMSYS Information Technology Services, Inc. Mr. Smith is a certified public accountant and has a Bachelors of Business Administration and a Masters of Professional Accounting degree from the University of Texas.

Douglas W. Halkett, 47, has served as our Chief Operating Officer since January 15, 2008. Prior to joining the Company, Mr. Halkett served with Transocean Inc. as Division Manager in Northern Europe (UK & Norway) from January 2003 to November 2007, as an Operations Manager in the Gulf of Mexico from February 2001 to December 2003, and as Operations Manager and Regional Operations Manager in the UK from July 1996 to January 2001. Prior to joining Transocean, Mr. Halkett worked for Forasol-Foramer in various operational and business roles from January 1988 to June 1996, and was assigned in Paris and various locations in the Far East. Mr. Halkett started his career with Shell International in Holland and Brunei in 1982 and joined Mobil North Sea Ltd in 1985. Mr. Halkett earned a First Class Honours Degree in Mechanical Engineering from Heriot Watt University (Edinburgh) in 1981 and attended the Programme for Management Development at Harvard Business School in 2003.

77

Edward G. Brantley, 54, has served as our Chief Accounting Officer since April 2008. Prior to joining the Company, Mr. Brantley served with Transmeridian Exploration Incorporated, an international exploration and production company, as Vice President and Chief Accounting Officer from 2005 to 2008. Prior to joining Transmeridian, Mr. Brantley was employed by Pride from 2000 to 2005 where he served in several capacities including Treasurer and Vice President and Chief Accounting Officer. Prior to joining Pride, Mr. Brantley was employed by Baker Hughes, Inc., an international oilfield services provider, for 11 years in various positions including Vice President – Finance of Baker Sand Control and Controller of Baker Hughes Inteq. Mr. Brantley is a certified public accountant and graduated from the University of Mississippi with a B.B.A. in Accounting.

78

Michael R.C. Derbyshire, 55, has served as our Vice President-Marketing and that of Vantage Energy, our predecessor, since January 15, 2008. Prior to joining the Company, Mr. Derbyshire served Pride from July 2006 to January 2008 as Regional Marketing & Business Development Manager for Asia Pacific, and was based in Singapore, and from July 1996 to July 2006 as Regional Marketing and Business Development Manager for the Middle East, and was based in Dubai. From 1982 to 1996 Mr. Derbyshire held various management positions with Forasol Foramer. Mr. Derbyshire began his professional career in the construction industry as a surveyor and served companies such as John Mowlem and Bernard Sunleys, before converting to the oil and gas industry in 1982.

Christopher G. DeClaire, 50, has served as our Vice-President, Secretary and a Director and that of Vantage Energy since its inception and served as Vantage Energy’s Chief Financial Officer and Treasurer until November 2, 2007. Mr. DeClaire has over 28 years of experience. Mr. DeClaire is the President of DeClaire Interests, Inc., a private investment and consulting firm that he formed in 2002. From 1999 through December 2002, Mr. DeClaire was a principal and managing director of Odyssey Capital, LLC, an investment banking and private equity firm. From 1994 though 1998, Mr. DeClaire served as the Chief Executive Officer of Skillmaster, Inc., a temporary staffing company. Mr. DeClaire graduated from Michigan State University in 1982 with a bachelor’s degree in pre-law with a minor in accounting.

Jorge E. Estrada, 60, has served as a Director since 2008 and that of Vantage Energy since its inception. Mr. Estrada has over 37 years of direct industry experience. From July 1993 to January 2002, Mr. Estrada was employed as a consultant to Pride. From January 2002 to May 2005 he was employed by Pride in a business development capacity. He also served as a director of Pride from July 1993 until May 2005. Mr. Estrada is also the President and Chief Executive Officer of JEMPSA Media and Entertainment. Mr. Estrada received a B.S. in geophysics from Washington and Lee University, and was a PhD candidate at the Massachusetts Institute of Technology.

Robert F. Grantham, 51, has served as a Director of the company since 2008. Mr. Grantham has over 20 years of industry experience. From 1982 to 2006 he held senior management positions with various maritime shipping companies. He is currently a director for a number of companies based in the United Kingdom including, Bluewave Services, Ltd., a shipping consultancy specializing in commercial operations of LNG vessels, The Medical Warehouse LTD and TMT UK Ltd.

Marcelo D. Guiscardo, 55, has served as a Director since 2008 and that of Vantage Energy since its inception. Mr. Guiscardo has 33 years of direct industry experience. He served as president of Pioneer Natural Resources, Inc.’s Argentine subsidiary from January 2005 until May 2006. From March 2000 until January 2005, he was Vice President, E&P Services for Pride. From September 1999 until joining Pride he was President of GDM Business Development, a private company providing consulting services to the energy industry. From November 1993 until September 1999, Mr. Guiscardo held two executive officer positions with and was a Director of YPF Sociedad Anonima (now part of Respol YPF S.A.), an international integrated energy company. Mr. Guiscardo was YPF’s Vice President of Business Development in 1998 and 1999. Prior to that, he was YPF’s Vice President of Exploration and Production. From 1979 to 1993 he filled various positions for Exxon Company USA and Exxon International (now ExxonMobil) that culminated in having E&P responsibilities over the Middle East (Abu Dhabi, Egypt, Saudi Arabia and Yemen), France, Thailand and Cote d’Ivoire. Mr. Guiscardo graduated in May 1979 with a B.S. in Civil Engineering from Rutgers College of Engineering.

John C.G. O’Leary, 52, has served as a Director since 2008 and that of Vantage Energy since its inception. Mr. O’Leary has over 31 years of direct industry experience. Mr. O’Leary is a member of the boards of directors of Technip, Huisman-Itrec and Atlantic Oilfield Services. Mr. O’Leary is the CEO of Strand Energy, an independent consultancy firm with its head office in Dubai, UAE, providing advisory and brokerage services to clients in the upstream energy industry. Prior to forming Strand Energy, and from 2004 to 2006, Mr. O’Leary was a partner of Pareto Offshore ASA, a consultancy firm based in Oslo, Norway, providing consultancy and brokerage services to customers in the upstream energy industry. Prior to commencing with Pareto Offshore in November 2004, Mr. O’Leary was President of Pride. He joined Pride in 1997 as Vice President of Worldwide Marketing. Mr. O’Leary received an Honors B.E. in civil

79

engineering from University College, Cork, Ireland in 1977. He holds two post-graduate degrees, one in finance from Trinity College, Dublin and one in petroleum engineering from the French Petroleum Institute in Paris.

John R. Russell, 68, has served as a Director since 2008 and that of Vantage Energy since its inception. Mr. Russell has over 46 years of direct industry experience. Mr. Russell served as President of Baker Hughes from August 1998 until his retirement in October 1998. Previously, he served as President and Chief Executive Officer of Western Atlas from 1997 until August 1998, when the company was acquired by Baker Hughes Incorporated. Mr. Russell previously served as Executive Vice President and Chief Operating Officer, Oilfield Services, of Western Atlas from 1994 until the spin-off of the company from Litton Industries, when he was named President and Chief Executive Officer of the company.

80

Hsin-Chi Su, 49, has served as a Director of the Company since 2008. Since 2002, Mr. Hsin-Chi Su has served as Chief Executive Officer of TMT Co., Ltd. Under the direction of Mr. Hsin Chi Su, TMT Co., Ltd., has expanded its fleet to include drybulk carriers, very large crude carriers, liquefied natural gas carriers, automobile carriers, and cement carriers. In addition to increasing the service capabilities of TMT Co., Ltd., Mr. Hsin Chi Su has transformed TMT Co., Ltd., into a global leader in the international shipping industry. Mr. Hsin-Chi Su graduated with a BSc in economics from Keio University in Japan.

Steinar Thomassen, 61, has served as a Director since 2008. Mr. Thomassen has over 31 years of direct industry experience. Mr. Thomassen served as Manager of LNG Shipping for StatoilHydro ASA (formerly Statoil ASA) from August 2001 until his retirement in December 2007 and was responsible for the acquisition and construction supervision of three large LNG tankers. Previously, Mr. Thomassen served as Vice President of Industrial Shipping for Navion ASA from October 1997 to July 2001 and for Statoil ASA from September 1992 to September 1997 and was responsible for the chartering and operation of a fleet of LPG, chemical and product tankers. Previously, Mr. Thomassen served as Chief Financial Officer for Statoil North America Inc., from December 1989 to August 1992 and functioned as the head of administration, personnel, accounting and finance. From January 1986 until November 1989 he was employed by Statoil AS and served as Controller for the Statfjord E&P producing division, with a production of 800 thousand bbls per day. From May 1976 until December 1986, Mr. Thomassen was employed by Mobil Exploration Norway Inc., during this period he held various international positions, including Project Controller for the 3 billion Statfjord Development, and served as Project Controller and Treasurer of the 2.5 billion Yanbu Development Project in Saudi Arabia from January 1982 until December 1986. Mr. Thomassen graduated from the Oslo School of Marketing in 1968.

Arrangement for Nomination of Directors for Election

In connection with our acquisition of Offshore Group Investment Limited, a Cayman Islands exempted company (“OGIL”), F3 Capital has the right to nominate three members to our Board of Directors. Messrs. Grantham, Su and Thomassen were nominated to our Board of Directors by F3 Capital. Mr. Su owns and controls F3 Capital.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and holders of more than 10% of our ordinary shares to file with the SEC reports regarding their ownership and changes in ownership of our ordinary shares. They are also required to provide us with copies of any forms they file. Based solely on our review of the reports furnished to us, we believe that during the last fiscal year, all reports filed by our directors and executive officers under Section 16(a) were made timely, except Messrs. Russell, DeClaire and Guiscardo who each filed a Form 4 late and Mr. Brantley who filed a Form 3 and a Form 4 late.

CORPORATE GOVERNANCE

Code of Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all directors, officers and employees of the Company (the “Code of Conduct”). Our Code of Conduct is available at www.vantagedrilling.com on the “Corporate Governance” page under the link “Code of Conduct.” We intend to include on our website any amendments to, or waivers from, a provision of the Code of Conduct that applies to our principal executive officer, principal financial officer, or controller that relates to any element of the “code of ethics” definition contained in Item 406(b) of SEC Regulation S-K.

Audit Committee

The Board has an Audit Committee, which was formally established on June 10, 2008. The Audit Committee consists of Jorge E. Estrada, John C.G. O’Leary and Steinar Thomassen. John C.G. O’Leary serves as the chairman of our Audit Committee. The Audit Committee reviews and recommends to the

81

Board internal accounting and financial controls and accounting principles and auditing practices to be employed in the preparation and review of our financial statements. In addition, the Audit Committee has authority to engage public accountants to audit our annual financial statements and determine the scope of the audit to be undertaken by such accountants. John C.G. O’Leary is our Audit Committee financial expert under the SEC rule implementing Section 404 of the Sarbanes-Oxley Act of 2002. All of the members of the Audit Committee are independent as such term is defined under NYSE AMEX rules.

82

Item 11. Executive Compensation

Compensation Discussion and Analysis

Overview

The following discussion and analysis is intended to provide an explanation of our executive compensation program with respect to our five most highly compensated executive officers including our Chief Executive Officer. Those individuals are identified in the Summary Compensation Table below and are referred to as the “named executive officers.”

Our predecessor, Vantage Energy was a “special purpose acquisition company” formed for the purpose of engaging in a merger or acquisition in the oilfield services sector. We accomplished this by acquiring OGIL and reorganizing into a Cayman Island holding company structure in June 2008. We refer to this as the “OGIL Acquisition.”

None of the company’s founding executive officers or directors received compensation prior to the OGIL Acquisition, including our Chief Executive Officer. Each of the other four named executive officers were compensated in 2008 prior to the OGIL Acquisition and that compensation is reflected in the compensation tables.

Compensation Committee

Our Compensation Committee is charged with setting and performing an annual review of the company’s executive officers’ cash compensation and equity holdings to determine whether they provide adequate incentives and motivation to executive officers and whether they adequately compensate the executive officers relative to comparable officers in other companies.

Benchmarking of Compensation and Compensation Consultant

We believe that it is important when making compensation-related decisions to be informed as to current practices of similarly-situated, publicly-held companies in the offshore contract drilling industry. Accordingly, our Compensation Committee considers the cash and equity compensation practices of other publicly held companies in the offshore contract drilling industry through the review of such companies’ public reports and through other resources. While benchmarking may not always be appropriate as a stand-alone tool for setting compensation due to the aspects of our business and objectives that may be unique to us, we believe that gathering this information is an important part of our compensation-related decision-making process.

In anticipation of the closing of the OGIL Acquisition, the Compensation Committee retained the services of an executive compensation consulting firm, Stone Partners Inc., to assist with executive compensation benchmarking analysis, devising our executive compensation program and setting compensation for our executives. Stone Partners provided its analysis and recommendations to the Compensation Committee during the first half of June 2008, in advance of the OGIL Acquisition. The Compensation Committee also consulted Stone Partners in its review of the terms and conditions of proposed employment agreements that were entered into with the named executive officers on June 12, 2008, other than Mr. Munro whose employment contract was executed in May 2008.

Our Compensation Committee instructed Stone Partners to assume that we would reach a fully deployed, annualized revenue run rate of $1.2 billion within two years, and advised Stone Partners that the Compensation Committee’s overall goal was to structure our executive compensation program so as to be market competitive with that tier of drilling and oilfield services companies. Based on the recommendations of Stone Partners, our Compensation Committee chose a group of peer companies against which to benchmark the types and amounts of compensation and benefits to be provided to our executives. This peer group consisted of a group of publicly-held drilling and oilfield services companies with median revenues in 2007 of $1,893.5 million, median assets at December 31, 2007 of $3,615.0

83

million and a median capitalization of $2,848.7 million at December 31, 2007. The peer group had average revenues in 2007 of $2,356.7 million, average assets at December 31, 2007 of $5,337.9 million and average market capitalization of $3,096 million at December 31, 2007. This peer group consisted of Pride International, Inc., Noble Corporation, ENSCO International Incorporated, Rowan Companies, Inc., Oceaneering International, Inc., Hercules Offshore, Inc., Complete Production Services, Inc., Grey Wolf, Inc. (subsequently acquired by Precision Drilling Trust), Parker Drilling Company and Atwood Oceanics, Inc.

To assist in meeting its responsibilities, the Compensation Committee engaged Stone Partners, an independent outside consulting firm. The compensation consultant reports to and acts at the direction of the Compensation Committee. The Compensation Committee does not adopt all of the compensation consultant’s recommendations, but utilizes the compensation consultant’s work as a check in arriving at its own judgment with respect to what it deems appropriate. Stone Partners is not affiliated with any of our directors or officers. Our executive management did not engage Stone Partners in 2008 and did not direct or oversee the retention, analysis and recommendations of Stone Partners. Stone Partners has not been retained by the Compensation Committee for 2009.

Role of Executive Officers in Compensation Decisions

Each of our Chief Executive Officer and the other named executive officers played a role in our executive compensation decisions in 2008. Our Chief Executive Officer reviewed the performance of all officers and made his compensation recommendations to the Compensation Committee, including his own. Our other named executive officers also reviewed those executives directly or indirectly reporting to them and provided their compensation recommendations to the Chief Executive Officer for his consideration in formulating his recommendations to the Compensation Committee. In forming their recommendations, the Chief Executive Officer and the other named executive officers considered the performance of the individuals evaluated, their tenure with the company, their initial compensation package upon joining the company and any subsequent modifications, internal pay equity matters and the company’s performance.

84

Compensation Philosophy and Objectives

As a development stage company in a highly cyclical industry, we must compete with much larger and more established competitors for executive talent. We believe that the most effective compensation program for us at this stage of our development is one that allows us to attract from far more seasoned competitors, proven leaders with the practical experience and entrepreneurial drive needed to successfully execute our business plan and build stockholder value. Accordingly, our executive compensation program seeks to provide total compensation packages that are at least competitive, in terms of potential value over time, to that which our executives could likely command if they were employed with our more established competitors. Our executive compensation program must also enable us to incentivize and retain those individuals who continue to perform at or above our expectations. For these reasons, the types of compensation and benefits we provide to our executive officers are similar to those provided to executive officers of other companies engaged in international operations and include elements of short term and currently paid out compensation and cash and non-cash compensation. The Compensation Committee has not adopted any formal or informal policies or guidelines for allocating compensation between long-term and currently paid out compensation, between cash and non-cash compensation, or among different forms of compensation, other than its goal of keeping the Company’s compensation program competitive.

We view components of executive compensation as related but distinct. Although our Compensation Committee reviews total compensation, we do not believe that significant compensation derived from one component of compensation should necessarily negate or reduce compensation from other components. In the future, the Compensation Committee anticipates determining the appropriate level for each compensation component based in part, but not exclusively, on the compensation practices of competitors, the internal equity and consistency of our executive competition, individual performance and other information deemed relevant at the time.

We entered into employment contracts with our Chief Executive Officer and the other named executive officers in 2008. While this decision generally restricts us from adjusting our executives’ compensation and other terms of employment in a manner adverse to the executive, it has the important benefit of adding an element of security to their compensation in view of the fact that we are a development stage company. We also believe that providing executive officers with employment contracts is a common practice among our peer companies and that refusing to provide employment contracts would lessen our ability to attract and retain managers of the caliber we seek.

Elements of Our Compensation Program

There are four primary components to our executive compensation—salary, cash incentive bonus, stock-based awards and, with respect to executives resident in foreign countries, expatriate executive perquisites. These are described in greater detail below.

Base Salary. We attempt to set executive base salaries at levels comparable with those of executives in similar positions and with similar responsibilities at peer group companies. In setting base salaries in 2008, our Compensation Committee, with the assistance of our compensation consultant, reviewed the market median base salary ranges for peer group companies in the 25^th percentile to the 75^th percentile of our peer group. Base salaries were then set for our executives at approximately 90% of the peer group median base salary. The Compensation Committee expects to review and adjust base salaries annually, subject to contractual obligations under employment agreements with executives.

85

Annual Cash Bonuses. All of our executive officers participate in a cash annual incentive bonus plan. Under this plan, each executive officer is assigned a target bonus and a maximum bonus expressed as a percentage of his base salary. The target bonus percentage and maximum bonus percentage for each of our named executive officers for 2008 is set forth in the table below:

Name	Title	Target Bonus Percentage		Maximum Bonus Percentage
Paul A. Bragg	Chief Executive Officer	100	%	200	%
Douglas Smith	Chief Financial Officer	70	%	140	%
Douglas Halkett	Chief Operating Officer	80	%	160	%
Michel R.C. Derbyshire	Vice President – Marketing	70	%	140	%
Donald Munro	Vice President – Operations	60	%	120	%

86

Target and maximum bonus percentages in the table above were established by our Compensation Committee in June 2008 for the year ended December 31, 2008. As is typical among our peer group, target and maximum bonus percentages vary among the named executive officers based on the potential impact each position has on our financial performance. For 2008, target bonus levels and maximum bonus levels were established at approximately the median of annual cash bonus opportunities for executives in comparable positions with our peer group.

Whether a targeted bonus or a maximum bonus is actually earned by an executive is based on performance against our financial and operating objectives and against individual objectives assigned to the executive by the Compensation Committee. In 2009 and subsequent years, the Compensation Committee expects that the attainment of Company objectives and an individual executive’s objectives will be determined primarily by reference to objective, quantitative performance criteria that we expect will include financial, operational and safety performance goals. We have not yet established our company and individual performance criteria for 2009 but we expect that our Compensation Committee will do so in May 2009.

In 2008, however, objective, quantitative performance standards were not set for annual cash incentive bonus eligibility because the OGIL Acquisition did not occur until midway through 2008 and we did not take delivery of our first rig until December of 2008. Instead, the Compensation Committee awarded annual cash incentive bonuses for 2008 based largely upon its collective, subjective evaluation of individual executive’s performance and company wide performance relating to completion of the OGIL Acquisition, cost and timing of rig construction, hiring and retention of staff and other developmental stage activities following closing of the OGIL Acquisition. Our Chief Executive Officer provided the Compensation Committee with his recommendations regarding cash incentive bonuses which was based in part on recommendations to him made by other executive officers. The determination of the cash incentive bonuses to be paid were determined by the Compensation Committee in March 2009 and the bonuses were paid in March 2009.

Equity Awards. The company uses stock options and other stock-based awards to reward long-term performance. The company believes that providing a meaningful portion of its executives’ total compensation package in stock options and other stock-based awards will align the incentives of its executives with the interests of the company’s shareholders and with the company’s long-term success. The Compensation Committee and Board will develop their equity award determinations based on their judgments as to whether the complete compensation packages provided to the company’s executives, including prior equity awards, are sufficient to retain, motivate and adequately reward the executives.

The Compensation Committee considers multiple factors when determining award sizes, including market practices and amounts of other elements of compensation. However, like other components of compensation, the Compensation Committee seeks to set the dollar value of annual long-term equity incentive awards for executive officers at the median of the compensation peer group. Our Compensation Committee believes that the stock options and shares of restricted stock are essential components of our compensation program and are necessary for us to be able to attract, motivate and retain high quality employees and executive officers. During the last fiscal year, the Compensation Committee allocated the awards made to executive officers equal in number between stock options and restricted stock. Stock options and restricted stock are granted to executives to provide an equity-based incentive component to their compensation. Executives do not realize value unless the stock price rises above the price on the date of grant. This reflects our focus on aligning the interests of shareholders and executives and increasing shareholder value.

Under the Vantage Drilling Company 2007 Long-Term Incentive Plan, stock options are granted at exercise prices equal to fair market value of the underlying ordinary shares on the date of grant. For the fiscal year 2008, Mr. Bragg was granted options to acquire 340,250 ordinary shares at an exercise price of $8.40 per share, and Mr. Smith was granted options to acquire 121,500 ordinary shares at an exercise price of $8.40 per share. In addition, three other named executive officers were granted options to acquire 405,000 ordinary shares at an exercise price of $8.40 per share. The exercise price for these options was equal to the fair market value of the underlying ordinary shares on the date of grant, and reflect the

87

Compensation Committee’s focus on the “at risk” component of Mr. Bragg’s, Mr. Smith’s and other named executive officers’ total compensation. For fiscal year 2008, Mr. Bragg was granted 415,200 shares of restricted stock, and 133,200 shares of restricted stock were granted to Mr. Smith. Also, 441,600 shares of restricted stock were granted to other named executive officers. Both the options and restricted shares vest in 25% increments beginning the first anniversary date of the grant and were granted on June 12, 2008.

Ordinary Share Ownership Requirements

Although we do not have a formal requirement for stock ownership by any employee, we seek to promote the ownership of our ordinary shares through the use of long-term incentive compensation. We believe that broad-based stock ownership by our employees, including the named executive officers, enhances our ability to improve shareholder return by aligning the interests of our employees and shareholders.

Severance and Other Termination Payments

Under the compensation program, reasonable “change in control” and severance benefits are provided to our named executive officers and certain other employees. In the case of our named executive officers, the Compensation Committee believes these benefits reflect the competitive marketplace for executive talent and are in line with similar arrangements of companies with executives in comparable positions. Our change in control and severance benefit arrangements with the named executive officers and certain other employees recognize that our employees have built the company into the successful enterprise it is today.

88

The purpose of these change in control arrangements is to:

• ensure that the actions and recommendations of our senior management with respect to a possible or actual change in control are in the best interests of the company and its shareholders, and are not influenced by their own personal interests concerning their continued employment status after the change in control; and

• reduce the distraction regarding the impact of an actual or potential change in control on the personal situation of the named executive officers and other employees.

More detailed information about the employment agreements is contained in “Employment Agreements” and “Potential Payments Upon Termination and Change in Control.”

Expatriate Executive Perquisites. Executives who are resident in foreign countries, expatriate employees, also receive a company standard array of expatriate executive perquisites that we believe is competitive with those of peer companies engaged in significant international operations. These include company-paid housing and utilities, use of an automobile, payment or reimbursement of in-country taxes, business class travel for extended flights, annual business class round trip flights for annual leave and school tuition expenses for their children.

Conclusion

We believe our overall compensation mix and levels are appropriate and provide a direct link to enhancing shareholder value, achieving our mission and business strategy, and advancing the other core principles of our compensation philosophy and objectives, including attracting, motivating and retaining the key talent needed to ensure the long-term success of the company. We will continue to monitor current trends and issues in our competitive landscape and will modify our programs where appropriate.

Other Compensation

We have established and maintain various employee benefit plans, including medical, dental, life insurance and a 401(k) plan. These plans will be available to all salaried employees and do not discriminate in favor of executive officers.

In order to attract certain of our named executive officers to leave their current employment and join us in our development stage, we paid sign-on bonuses in 2008. Mr. Halkett received a sign-on bonus of $25,000 in 2008 and each of Messrs. Derbyshire and Munro received a sign-on bonus of $20,000 in 2008.

89

Executive Compensation

The following table shows information concerning the annual compensation for services provided to us by our Chief Executive Officer, the Chief Financial Officer and our three other most highly compensated executive officers during 2008 and 2007.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards (1) ($)	Option Awards(1) ($)	All Other Compensation(2) ($)	Total Compensation ($)
Paul A. Bragg (3) Chairman and Chief Executive Officer	2008	257,673	279,452	472,290	142,373	9,000	1,160,788
	2007	—	—	—	—	—	—
Douglas G. Smith (4) Chief Financial Officer	2008	275,000	192,500	151,515	50,840	4,500	674,355
	2007	45,833	64,000	—	—	—	109,833
Douglas W. Halkett (5) Chief Operating Officer	2008	384,946	308,603	249,681	84,734	231,150	1,259,114
	2007	—	—	—	—	—	—
Michael R.C. Derbyshire (5) Vice President – Marketing	2008	282,768	185,644	141,391	47,493	121,243	778,539
	2007	—	—	—	—	—	—
Donald Munro (5) Vice President – Operations	2008	203,333	110,753	111,248	37,241	137,732	600,306
	2007	—	—	—	—	—	—

(1) The amounts shown represent the aggregate expense amounts recognized for financial statement reporting purposes for fiscal 2008 for restricted share awards and share options granted to the named executive officer in 2008. The amounts reflect the dollar amount recognized for financial statement reporting purposes for the year ended December 31, 2008 in accordance with the Statement of Financial Accounting Standards No. 123(R) (“SFAS 123(R)”). A discussion of the valuation assumptions used for purposes of the SFAS 123(R) calculation is included in Note 5 of our Notes to Consolidated Financial Statements that are part of our Annual Report on Form 10-K for the year ended December 31, 2008.

(2) Included for Messrs. Halkett, Derbyshire and Munro are amounts for housing, vehicle leases, schooling, and home airfare associated with their overseas work assignment.

(3) Mr. Bragg, a founding executive officer, did not receive any cash or non-cash compensation for services rendered to our predecessor prior to June 12, 2008.

(4) Mr. Smith’s employment with the Company commenced in November 2007.

(5) Employment with the Company commenced in 2008.

90

GRANTS OF PLAN-BASED AWARDS

Name	Grant Date	All Other Stock Awards: Number of Shares of Stock (1)	All Other Option Awards: Number of Securities Underlying Options (1)	Exercise Price of Option Awards ($) (2)	Grant Date Fair Value of Stock and Option Awards ($) (3)
Paul A. Bragg	6/12/2008	415,200			3,487,680
			340,250	8.40	1,051,373
Douglas G. Smith	6/12/2008	133,200			1,118,880
			121,500	8.40	375,435
Douglas W. Halkett	6/12/2008	219,500			1,843,800
			202,500	8.40	625,725
Michael R.C. Derbyshire	6/12/2008	124,300			1,044,120
			113,500	8.40	275,010
Donald Munro	6/12/2008	97,800			821,520
			89,000	8.40	1,051,373

(1) Share grants and options vest ratably over four (4) years beginning with the first anniversary date and options have a ten (10) year term, expiring on June 12, 2018.

(2) Represents the closing market price of the Company’s ordinary shares on the grant date.

(3) Amounts for share grants are based on the closing market price on the grant date. Value of options is based on the grant date fair value determined pursuant to SFAS 123(R) using the Black-Sholes option pricing model. The SFAS 123(R) grant date values are also used for financial reporting purposes and are expensed over the vesting period of the share grants and options.

91

OUTSTANDING EQUITY AWARDS AT 2008 FISCAL YEAR-END

The following table summarizes the number of securities underlying outstanding plan awards for each named executive officer as of December 31, 2008. As of December 31, 2008, there were no exercisable options or vested awards of shares.

	Option Awards			Stock Awards
Name	Number of Securities Underlying Unexercised Unexercisable Options (1)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock Units That Have Not Vested	Market Value of Shares or Units of Stock That Have Not Vested (2)
Paul A. Bragg	340,250	8.40	6/12/2018	415,200	456,720
Douglas G. Smith	121,500	8.40	6/12/2018	133,200	146,520
Douglas W. Halkett	202,500	8.40	6/12/2018	219,500	241,450
Michael R.C. Derbyshire	113,500	8.40	6/12/2018	124,300	136,730
Donald Munro	89,000	8.40	6/12/2018	97,800	107,580

(1) Options vest ratably over a four (4) year period for each of the named executive officers beginning with the first anniversary date or June 12, 2009.

(2) The market value of the share awards is equal to the number of unvested shares times $1.10, the closing price of our shares as quoted on the NYSE AMEX (formerly the American Stock Exchange) on December 31, 2008.

2008 OPTION EXERCISES AND STOCK VESTED

There were no option exercises by, or vesting of stock awards to, named executive officers in the fiscal year ended December 31, 2008.

Pension Benefits

We do not sponsor any qualified or non-qualified defined benefit plans.

Nonqualified Deferred Compensation

We do not maintain any non-qualified defined contribution or deferred compensation plans.

Employment Agreements

We have entered into employment agreements with Paul A. Bragg, as our Chief Executive Officer, Douglas G. Smith as our Chief Financial Officer, Douglas W. Halkett as our Chief Operating Officer, Edward G. Brantley as our Chief Accounting Officer and Controller, Michael R.C. Derbyshire as our Vice President – Marketing and Donald Munro as our Vice President – Operations.

Employment Agreement with Paul A. Bragg

Our agreement with Mr. Bragg became effective on June 12, 2008, and has an initial term of two years. Under the terms of the agreement, Mr. Bragg will be paid an annual base salary of $500,000 and shall have the potential to earn an annual cash bonus of not less than 100% of his base salary. It is

92

recommended under the agreement that Mr. Bragg receive an annual award of restricted stock and/or stock options in the company in the amount of approximately $2,100,000, such amount being subject to adjustment based on market conditions and industry compensation trends. Further, during the term of the agreement, Mr. Bragg is entitled to have certain expenses reimbursed and is eligible for various other perquisites that are consistent with practices established by the Compensation Committee. The terms of our agreement with Mr. Bragg also prohibit him from competing with us during his employment and for a period of one year thereafter, and from soliciting customers and company employees for a period of one year following his termination.

Employment Agreement with Douglas G. Smith

Our agreement with Mr. Smith became effective on June 12, 2008, and has an initial term of two years. Under the terms of the agreement, Mr. Smith will be paid an annual base salary of $275,000 and shall have the potential to earn an annual cash bonus of not less than 70% of his base salary. It is recommended under the agreement that Mr. Smith receive an annual award of restricted stock and/or stock options in the company in the amount of approximately $750,000, such amount being subject to adjustment based on market conditions and industry compensation trends. Further, during the term of the agreement, Mr. Smith is entitled to have certain expenses reimbursed and is eligible for various other perquisites that are consistent with practices established by the Compensation Committee. The terms of our agreement with Mr. Smith also prohibit him from competing with us during his employment and for a period of one year thereafter, and from soliciting customers and company employees for a period of one year following his termination.

Employment Agreement with Douglas W. Halkett

Mr. Halkett entered into an agreement with Vantage International Payroll Company Pte., Ltd., a Singapore company and a subsidiary of the company (“Vantage Payroll”), on June 12, 2008. The agreement has an initial term of two years. Under the terms of the agreement, Mr. Halkett will be paid an annual base salary of $400,000 and shall have the potential to earn an annual cash bonus of not less than 80% of his base salary. It is recommended under the agreement that Mr. Halkett receive an annual award of restricted stock and/or stock options in the company in the amount of approximately $1,250,000, such amount being subject to adjustment based on market conditions and industry compensation trends. Further, during the term of the agreement, Mr. Halkett is entitled to have certain expenses reimbursed and is eligible for various other perquisites that are consistent with practices established by the Compensation Committee. The terms of the agreement also prohibit Mr. Halkett from competing with us during his employment and for a period of one year thereafter, and from soliciting customers and company employees for a period of one year following his termination.

93

Employment Agreement with Edward G. Brantley

Our agreement with Mr. Brantley became effective on June 12, 2008, and has an initial term of two years. Under the terms of the agreement, Mr. Brantley will be paid an annual base salary of $190,000 and shall have the potential to earn an annual cash bonus of not less than 50% of his base salary. It is recommended under the agreement that Mr. Brantley receive an annual award of restricted stock and/or stock options in the company in the amount of approximately $200,000, such amount being subject to adjustment based on market conditions and industry compensation trends. Further, during the term of the agreement, Mr. Brantley is entitled to have certain expenses reimbursed and is eligible for various other perquisites that are consistent with practices established by the Compensation Committee. The terms of our agreement with Mr. Brantley also prohibit him from competing with us during his employment and for a period of one year thereafter, and from soliciting customers and company employees for a period of one year following his termination.

Employment Agreement with Michael R.C. Derbyshire

Mr. Derbyshire entered into an agreement with Vantage Payroll on June 12, 2008. The agreement has an initial term of two years. Under the terms of the agreement, Mr. Derbyshire will be paid an annual base salary of $275,000 and shall have the potential to earn an annual cash bonus of not less than 70% of his base salary. It is recommended under the agreement that Mr. Derbyshire receive an annual award of restricted stock and/or stock options in the company in the amount of approximately $700,000, such amount being subject to adjustment based on market conditions and industry compensation trends. Further, during the term of the agreement, Mr. Derbyshire is entitled to have certain expenses reimbursed and is eligible for various other perquisites that are consistent with practices established by the Compensation Committee. The terms of the agreement also prohibit Mr. Derbyshire from competing with us during his employment and for a period of one year thereafter, and from soliciting customers and company employees for a period of one year following his termination.

Employment Agreement with Donald Munro

Mr. Munro entered into an agreement with Vantage Payroll on May 1, 2008. The agreement has an initial term of two years. Under the terms of the agreement, Mr. Munro will be paid an annual base salary of $275,000 and shall have the potential to earn an annual cash bonus targeted at 60%, but not to exceed 120% of his base salary. It is recommended under the agreement that Mr. Munro receive an annual award of restricted stock and/or stock options in the company in the range of $400,000 to $550,000, such amount being subject to adjustment based on market conditions and industry compensation trends. Further, during the term of the agreement, Mr. Munro is entitled to have certain expenses reimbursed and is eligible for various other perquisites that are consistent with practices established by the Compensation Committee. The terms of the agreement also prohibit Mr. Munro from competing with us during his employment and for a period of one year thereafter, and from soliciting customers and company employees for a period of one year following his termination.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Assuming the employment of our named executive officers were to be terminated without cause, for good reason, constructively terminated without cause or in the event of a change in control, each as of December 31, 2008, the following individuals would be entitled to payments in the amounts set forth opposite to their name in the below table:

	Cash Severance ($)
Paul A. Bragg	3,000,000
Douglas G. Smith	935,000
Douglas W. Halkett	1,440,000
Michael R.C. Derbyshire	467,500
Donald Munro	440,000

94

We are not obligated to make any cash payments to these executives if their employment is terminated by us for cause or by the executive not for good reason. In the event of an executive’s death, we will pay the executive’s estate an amount equal to his annual base salary. In the event of an executive’s disability his employment will continue for one year from the date of disability.

95

Assuming the employment of our named executive officers were to be terminated without cause, for good reason, constructively terminated without cause or in the event of a change in control they would be entitled to accelerated vesting of all options and share awards. Please see “Grant of Plan-Based Awards” table for information regarding the value of option and share awards.

The following definitions apply to the termination and change in control provision in the employment agreements:

• “cause” generally means: (i) material dishonesty which is not the result of an inadvertent or innocent mistake of the named executive with respect to the company or any of its subsidiaries, (ii) demonstrated and material neglect of duties or failure to perform material duties following written notice and a reasonable cure period, (iii) willful misfeasance or nonfeasance of duty by the named executive intended to injure or having the effect of injuring in some material fashion the reputation, business, or business relationships of the company or any of its subsidiaries or any of their respective officers, directors, or employees, (iv) material violation by the named executive of any material term of the employment agreement, or (v) conviction of the named executive of any felony, any crime involving moral turpitude or any crime other than a vehicular offense which could reflect in some material fashion unfavorably upon the company or any of its subsidiaries.

• “good reason” generally means (i) following a Change of Control, a material alteration in the nature or status of the named executive’s title, duties or responsibilities, or the assignment of duties or responsibilities inconsistent with the named executive’s status, title, duties and responsibilities, (ii) a failure by the company to continue in effect any employee benefit plan in which the named executive was participating, or the taking of any action by the company that would adversely affect the named executive’s participation in, or materially reduce the named executive’s benefits under, any such employee benefit plan, unless such failure or such taking of any action adversely affects the senior members of corporate management of the company generally to the same extent, (iii) any material breach by the company of any provision of the employment agreement, (iv) any failure by the company to obtain the assumption and performance of the employment agreement by any successor (by merger, consolidation, or otherwise) or assign of the company, or (v) the company provides written notice of non-renewal to the named executive.

• “constructive termination without cause” generally means (i) a reduction in the named executive’s fixed salary; (ii) the failure of the company to continue to provide the named executive with office space, related facilities and secretarial assistance that are commensurate with the named executive’s responsibilities to and position with the company; (iii) the notification by the company of the company’s intention not to observe or perform one or more of the obligations of the company under the employment agreement; or (iv) the failure by the company to indemnify, pay or reimburse the named executive at the time and under the circumstances required by the employment agreement.

• A “Change of Control” shall be deemed to have occurred if:

(i) A reverse merger involving the company or its parent in which the company or its parent, as the case may be, is the surviving corporation but the ordinary shares of the company or its parent outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, and the shareholders of the parent immediately prior to the completion of such transaction hold, directly or indirectly, less than fifty percent (50%) of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rules) of the surviving entity or, if more than one entity survives the transaction, the controlling entity; or

(ii) Any “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) other than a trustee or other fiduciary holding securities under an employee benefit plan of the company becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% or more of the company’s then outstanding voting ordinary shares; or

96

(iii) At any time during the period of three (3) consecutive years, individuals who at the beginning of such period constituted the Board (and any new director whose election by the Board or whose nomination for election by the company’s shareholders were approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority thereof; or

(iv) The shareholders of the company approve a merger or consolidation of the company with any other corporation, other than a merger or consolidation (a) in which a majority of the directors of the surviving entity were directors of the company prior to such consolidation or merger, and (b) which would result in the voting securities of the company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being changed into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation; or

(v) The shareholders approve a plan of complete liquidation of the company or an agreement for the sale or disposition by the company of all or substantially all of the company’s assets.

97

During the executive’s employment and for a period of one (1) year following a termination for any reason (including a termination without cause, for good reason, constructive termination without cause or a termination in connection with a change in control), the executive cannot, anywhere in the specified geographic region, directly or indirectly:

(i) perform services for, have any ownership interest in, or participate in any business that engages or participates in a competing business purpose;

(ii) induce or attempt to induce any customer or client or prospective customer or client with whom the executive dealt with or solicited while employed by us during the last twelve (12) months of his employment; or

(iii) solicit, attempt to hire, or have any person employed by us work for the executive or for another entity, firm, corporation or individual.

2008 Director Compensation

We do not provide cash compensation to our directors for their services as members of the Board or for attendance at Board or committee meetings. However, our directors will be reimbursed for reasonable travel and other expenses incurred in connection with attending meetings of the Board and its committees. Under the Vantage Drilling Company 2007 Long-Term Incentive Plan, directors are eligible to receive stock option grants at the discretion of the Compensation Committee or other administrator of the plan. The following table summarizes compensation that our non-employee directors earned during 2008 for services as members of our Board.

Name	Fees Earned or Paid in Cash($)	Stock Awards($)(1)	Options Awards($)	All Other Compensation($)	Total($)
Jorge E. Estrada	—	—	—	—	—
Robert Grantham	—	—	—	—	—
Marcelo D. Guiscardo	—	—	—	—	—
John C.G. O’Leary	—	136,500	—	—	136,500
John R. Russell	—	—	—	—	—
Hsin-Chi Su	—	—	—	—	—
Steinar Thomassen	—	—	—	—	—

(1) The grant date fair market value of the equity award to Mr. O’Leary was approximately $1.0 million based on the closing price per share of $8.40 on the grant date.

Notwithstanding anything to the contrary set forth in any of the company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, that might incorporate future filings, including this Report, in whole or in part, the following Report of the Compensation Committee shall not be deemed to be “Soliciting Material,” is not deemed “filed” with the SEC and shall not be incorporated by reference into any filings under the Securities Act or Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in such filing except to the extent that the company specifically requests that the information be treated as soliciting material or specifically incorporates it by reference into a document filed under the Securities Act or the Exchange Act.

98

REPORT OF THE COMPENSATION COMMITTEE

OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Annual Report on form 10-K/A.

By the Compensation Committee of the Board of Directors,

Marcelo D. Guiscardo, Chair

John R. Russell

Hsin-Chi Su

99

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee serves, or has at any time served, as an officer or employee of the company or any of our subsidiaries. None of our executive officers has served as a member of the Compensation Committee, or other committee serving an equivalent function, of any other entity, one of whose executive officers served as a member of our Compensation Committee.

100

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth information regarding the Vantage Drilling Company 2007 Long-Term Incentive Plan as of December 31, 2008:

	Equity Compensation Plan Information
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders (1)	2,929,600	$	8.40	4,570,400

(1) The Vantage Drilling Company 2007 Long-Term Incentive Plan was our only equity compensation plan as of December 31, 2008.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our ordinary shares as of April 10, 2009 (except as indicated below) by:

• all persons known by us to own beneficially 5% or more of our outstanding ordinary shares;

• each of our directors;

• each of the named executive officers listed in the “EXECUTIVE AND DIRECTOR COMPENSATION—Executive Compensation—Summary Compensation Table” section of this Annual Report on Form 10-K/A; and

• all of our directors and executive officers as a group.

101

Name and Address of Beneficial Owner(1)	Number of Ordinary Shares Beneficially Owned	Percentage of Class Beneficially Owned(2)
Greater than five percent holders:
Jennison Associates LLC(3)	4,993,000	5.64	%
U.S. Global Investors Global Resources Fund(4)	5,135,400	5.80	%
F3 Capital(5)	71,149,844	62.67	%
Directors and named executive officers:
Paul A. Bragg(6)	3,565,200	3.98	%
Christopher G. DeClaire(7)	1,794,250	2.01	%
Jorge E. Estrada(8)	1,620,000	1.82	%
Robert Grantham(9)	18,000	*
Marcelo D. Guiscardo(10)	1,620,000	1.82	%
John C.G. O’Leary(11)	1,740,000	1.95	%
John R. Russell(12)	1,620,000	1.82	%
Hsin-Chi Su(13)	71,149,844	62.67	%
Steinar Thomassen(14)	0	*
Edward G. Brantley(15)	37,000	*
Douglas Halkett(16)	268,102	*
Douglas G. Smith(17)	142,700	*
Michael R.C. Derbyshire(18)	21,000	*
Donald Munro(19)	14,000	*
All directors and executive officers as a group (14 persons)	83,610,096	71.44	%

* Less than 1% of Vantage’s ordinary shares outstanding.

(1) Unless otherwise indicated, the address of all beneficial owners of our ordinary shares set forth above is 777 Post Oak Boulevard, Suite 610, Houston, Texas 77056.

(2) Based on 88,524,844 ordinary shares outstanding as of April 10, 2009. Except as otherwise indicated, all shares are beneficially owned, and the sole investment and voting power is held, by the person named. This table is based on information supplied by officers, directors and principal shareholders and reporting forms, if any, filed with the U.S. Securities and Exchange Commission on behalf of such persons.

(3) Based on a Schedule 13G filed on February 17, 2009, by Jennison Associates LLC (“Jennison”). The address for Jennison is 466 Lexington Avenue, New York, New York 10017. Jennison has sole power to vote or direct the vote of 4,680,100 shares and shared power to dispose or direct the disposition of 4,993,000 shares. Jennison is an indirect wholly-owned subsidiary of Prudential Financial, Inc.

(4) Based on a Schedule 13G filed on February 17, 2009, by U.S. Global Investors Global Resources Fund (“GRF”), U.S. Global Investors, Inc. (“USGI”) and Frank E. Holmes (“Holmes”). The address for GRF, USGI and Holmes is 7900 Callaghan Road, San Antonio, Texas 78229. GRF has sole power to vote and direct the vote of 5,135,400 shares and sole power to dispose or direct the disposition of 5,135,400 shares. Holmes is the chief executive officer and controlling shareholder of USGI.

(5) F3 Capital is a Cayman Islands exempted company (“F3 Capital”). Mr. Hsin-Chi Su owns 100% of F3 Capital. The address of F3 Capital is 8^th No 126 Jianguo North Road, Taipei 104, Taiwan. Includes 24,900,000 shares that may be acquired upon exercise of warrants that are currently exercisable.

(6) Paul A. Bragg is a Director and the company’s Chairman and Chief Executive Officer. Includes 415,200 unvested shares of restricted stock granted to Mr. Bragg pursuant to the Vantage Drilling

102

Company 2007 Long-Term Incentive Compensation Plan (the “2007 Plan”) and 945,000 ordinary shares that may be acquired upon exercise of warrants that are currently exercisable. For estate planning purposes, Mr. Bragg transferred 750,000 ordinary shares to the Paul A. Bragg 2007 Annuity Trust, a grantor retained annuity trust for the benefit of family and friends.

(7) Christopher G. DeClaire is a Director and the company’s Vice President and Secretary. Includes 110,200 unvested shares of restricted stock granted to Mr. DeClaire pursuant to the 2007 Plan and 546,000 ordinary shares that may be acquired upon exercise of warrants that are currently exercisable. 60,000 warrants are owned by Mr. DeClaire’s spouse.

(8) Jorge E. Estrada is a Director of the company. Includes 486,000 ordinary shares that may be acquired upon exercise of warrants that are currently exercisable.

(9) Robert Grantham is a Director of the company. Includes 18,000 ordinary shares that may be acquired upon exercise of warrants that are currently exercisable.

(10) Marcelo D. Guiscardo is a Director of the company. Includes 486,000 ordinary shares that may be acquired upon exercise of warrants that are currently exercisable.

(11) John C.G. O’Leary is a Director of the company. Includes 120,000 unvested shares of restricted stock granted to Mr. O’Leary pursuant to the 2007 Plan and 486,000 ordinary shares that may be acquired upon exercise of warrants that are currently exercisable.

103

(12) John R. Russell is a Director of the company. Includes 486,000 ordinary shares that may be acquired upon exercise of warrants that are currently exercisable.

(13) Hsin-Chi Su is a Director of the company and the sole shareholder of F3 Capital. Includes 46,249,844 ordinary shares owned by F3 Capital and 24,900,000 ordinary shares that F3 Capital may acquire upon exercise of warrants that are currently exercisable.

(14) Steinar Thomassen is a Director of the company.

(15) Edward G. Brantley is the company’s Chief Accounting Officer. Includes 37,000 unvested shares of restricted stock granted to Mr. Brantley pursuant to the 2007 Plan.

(16) Douglas Halkett is the company’s Chief Operating Officer. Includes 12,900 ordinary shares owned by Mr. Halkett’s spouse, 219,500 unvested shares of restricted stock granted to Mr. Halkett pursuant to the 2007 Plan and 35,702 ordinary shares that may be acquired upon exercise of warrants that are currently exercisable.

(17) Douglas G. Smith is the company’s Chief Financial Officer. Includes 133,200 unvested shares of restricted stock granted to Mr. Smith pursuant to the 2007 Plan and 6,000 ordinary shares that may be acquired upon exercise of warrants that are currently exercisable.

(18) Michael R.C. Derbyshire is the company’s Vice President – Marketing. Includes 21,000 shares that may be acquired upon exercise of warrants that are currently exercisable.

(19) Donald Munro is the company’s Vice President – Operations.

Item 13. Certain Relationships and Related Transactions, and Director Independence

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In the ordinary course of our business and in connection with our financing activities, we have entered into a number of transactions with our directors, officers and 5% or greater stockholders. All of the transactions set forth below were approved by the unanimous vote of our Board of Directors. We believe that we have executed all of the transactions set forth below on terms no less favorable to us than we could have obtained from unaffiliated third parties. Our Audit Committee is responsible for approving related party transactions, as defined in applicable rules by the Securities and Exchange Commission. Our Audit Committee operates under a written charter pursuant to which all related party transactions are reviewed for potential conflicts of interest situations. Such transactions must be approved by our Audit Committee prior to consummation. Hsin-Chi Su, a director of the company, owns 100% of the outstanding equity of F3 Capital and Mandarin Drilling Company, a Marshall Islands corporation (“Mandarin”).

Restructure Agreement

On November 18, 2008, Vantage Deepwater Company, a Cayman Islands exempted company and wholly-owned subsidiary of the company (“Deepwater”), and F3 Capital, entered into a Share Sale and Purchase Agreement (the “Restructure Agreement”) relating to Mandarin which currently owns the construction contract for thePlatinum Explorer.

Pursuant to the terms of the Restructure Agreement, Deepwater agreed to purchase from F3 Capital in a series of closings an aggregate of 4,500 ordinary shares of Mandarin (constituting 45% of the outstanding shares of Mandarin) in consideration for payments in the aggregate of $189.75 million, of which $40.0 million had previously been paid, and our issuance of warrants to purchase up to 1.98 million ordinary shares at an exercise price of $2.50 per share. In order for Deepwater to fund the purchase, F3 Capital agreed to exercise the 25.0 million warrants that were issued to it in connection with our acquisition of OGIL on June 12, 2008. Upon exercise, we will issue 25.0 million ordinary shares and use the approximately $150.0 million of proceeds to fund the remaining cash consideration. The consummation of this transaction is subject to customary closing conditions.

104

In connection with the closing of the Restructure Agreement, Deepwater and F3 Capital have executed a shareholders’ agreement which shall become effective once Deepwater owns 45% of the outstanding shares of Mandarin (the “Shareholders Agreement”). Pursuant to the Shareholders Agreement, Deepwater and F3 Capital agree to jointly promote and develop the business of Mandarin, such business being the ownership, construction, operation and management of thePlatinum Explorercurrently under construction. The Shareholders Agreement provides for a five member board of directors for Mandarin, two of whom are to be designated by Deepwater and three of whom are to be designated by F3 Capital. The Shareholder Agreement further provides that Deepwater and F3 Capital shall jointly seek financing necessary to fund the final shipyard installment payment, due at delivery, in late 2010 for thePlatinum Explorer. In connection with this financing, Deepwater and F3 Capital will provide credit support in relation to their respective ownership percentage in the form of guarantees or additional funds. F3 Capital is responsible solely for funding the next two installments due the shipyard for thePlatinum Explorer.

105

In connection with the restructuring of our ownership interest in thePlatinum Explorer, Vantage International Management Company, a Cayman Islands exempted company and a wholly-owned subsidiary of the Company (“VIMCO”), entered into an Agreement to Perform Construction Management Services (the “Construction Management Services Agreement”) with Mandarin, and Deepwater entered into a Management Agreement (the “Management Agreement) with Mandarin for thePlatinum Explorer.

Under the terms of the Construction Management Services Agreement, VIMCO will oversee and manage the construction of thePlatinum Explorer and two other ultra-deepwater drillships. VIMCO will receive (i) an initial fee of US $1.5 million for 2008 and (ii) for each year thereafter an annual fee of US $5.0 million per drillship, subject to proration based on the number of months that a drillship was under construction during any year and will be reimbursed for certain costs incurred by VIMCO in the performance of services under the Construction Management Services Agreement. The Construction Management Services Agreement may be terminated by either party upon sixty (60) days written notice.

Under the terms of the Management Agreement, Deepwater will be responsible for marketing and operating thePlatinum Explorer. Deepwater will be paid a management fee of US $15,000 per day plus 5% of the “Free Cash Flow” (as defined in the Management Agreement) and a marketing fee equal to 1% of the date rate for each charter agreement Deepwater secures for thePlatinum Explorer. The Management Agreement may be terminated upon sixty (60) days written notice under certain circumstances.

Upon closing of the Restructure Agreement dated November 18, 2008, we will indirectly own 45% of Mandarin.

December Loan Agreement

On December 18, 2008, we entered into a loan agreement (the “Loan Agreement”) with F3 Capital. Under the terms of the Loan Agreement, F3 Capital made an unsecured loan to us in the principal amount of US $10.0 million. All amounts outstanding accrued interest at an annual rate of 7% accruing daily. Principal and accrued interest under the Loan Agreement was due and payable on February 16, 2009. F3 Capital elected to convert the amounts outstanding under the Loan Agreement into ordinary shares at a price equal to $0.95 and we will issue, subject to shareholder approval, F3 Capital 10,655,865 ordinary shares.

Private Placement to F3 Capital

On January 9, 2009, we entered into a subscription agreement with F3 Capital (the “Subscription Agreement). Pursuant to the terms of the Subscription Agreement, we issued and sold 5,517,241 ordinary shares to F3 Capital in consideration for $8,000,000. The proceeds of the offering were used to fund our portion of the collateral for a performance bond obligation for Mandarin in connection with a drilling contract and for general corporate purposes.

March Loan Agreement

On March 3, 2009, we entered into a loan agreement (the “March Loan Agreement”) with F3 Capital. Under the terms of the March Loan Agreement, F3 Capital made an unsecured loan to us in the principal amount of US $4.0 million. All amounts outstanding accrued interest at an annual rate of 8% accruing daily. Principal and accrued interest, under the March Loan Agreement, unless accelerated, are due and payable on June 30, 2009. The company, with the consent of F3 Capital, may elect to pay amounts outstanding under the March Loan Agreement in ordinary shares at a price equal to the average closing price of the ordinary shares as reported on the NYSE AMEX for five (5) trading days preceding such payment. F3 Capital may elect to convert amounts outstanding under the March Loan Agreement into ordinary shares at a price equal to the closing price of the ordinary shares as reported on the NYSE AMEX on the trading day preceding F3 Capital’s election to convert. The issuance of ordinary shares is subject to shareholder approval. The due date of amounts outstanding under the March Loan Agreement may be accelerated for customary reasons including, but not limited to, the company’s (i) failure to pay any amounts when due, (ii) breach of any terms of the March Loan Agreement, or (iii) insolvency. F3 Capital has elected to convert such sum at $1.02, the closing price of the ordinary shares on March 3, 2009.

106

DIRECTOR INDEPENDENCE

There are no family relationships among any of the directors or executive officers of the company. Our Board of Directors has affirmatively determined that six of our nine directors, Messrs. Estrada, Guiscardo, O’Leary, Russell, Thomassen and Grantham, are “independent directors” as defined in the rules of the NYSE AMEX.

107

Item 14. Principal Accounting Fees and Services

FEES BILLED FOR SERVICES RENDERED BY PRINCIPAL

REGISTERED PUBLIC ACCOUNTING FIRM

For the fiscal years ended December 31, 2007 and 2008, UHY LLP (“UHY”) billed the approximate fees set forth below:

Fees	Fiscal Year Ended December 31, 2007		Fiscal Year Ended December 31, 2008
Audit Fees (1)	$	108,568	$	293,129
Audit-Related Fees (2)	$	80,672	$	6,761
Tax Fees		—		—
All Other Fees		—		—
Total Fees	$	189,240	$	299,890

(1) Audit Fees include fees billed for professional services rendered for the integrated audit of our annual consolidated financial statements, the review of the interim consolidated financial statements included in our quarterly reports, and other related services that are normally provided in connection with statutory and regulatory filings.

(2) Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” These services include accounting consultations and due diligence in connection with mergers and acquisitions, attest services related to financial reporting that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

The Audit Committee has adopted certain policies and procedures regarding permitted audit and non-audit services and the annual pre-approval of such services. Each year, the Audit Committee will ratify the types of audit and non-audit services of which management may wish to avail itself, subject to pre-approval of specific services. Each year, management and the independent registered public accounting firm will jointly submit a pre-approval request, which will list each known and/or anticipated audit and non-audit service for the upcoming calendar year and which will include associated budgeted fees. The Audit Committee will review the requests and approve a list of annual pre-approved non-audit services. Any additional interim requests for additional non-audit services that were not contained in the annual pre-approval request will be approved during quarterly Audit Committee meetings.

All services provided by UHY during the fiscal year ended December 31, 2008 were approved by the Audit Committee. UHY acts as our principal independent registered public accounting firm. Through December 31, 2008, UHY had a continuing relationship with UHY Advisors, Inc. (“Advisors”) from which it leased auditing staff who were full-time, permanent employees of Advisors and through which UHY’s partners provide non-audit services. UHY has no full-time employees and therefore, none of the audit services performed were provided by permanent full-time employees of UHY. UHY manages and supervises the audit services and audit staff, and is exclusively responsible for the opinion rendered in connection with its examination.

108

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) List of documents filed as part of this report

3. Exhibits. We hereby file as part of this Annual Report on Form 10-K the Exhibits listed in the attached Exhibit Index.

Exhibit No.	Description
2.3	Agreement and Plan of Merger by and among Vantage Drilling Company, a transitory U.S. merger subsidiary of Vantage Drilling Company and Vantage Energy Services, Inc. (1)
3.1	Certificate of Incorporation (2)
3.2	Memorandum and Articles of Association (3)
4.1	Specimen Unit certificate (4)
4.2	Specimen Ordinary Share certificate (5)
4.3	Specimen Warrant certificate (6)
4.4	Warrant Agreement between Continental Stock Transfer & Trust Company and Vantage Drilling Company (7)
10.1	Credit Agreement, dated as of June 12, 2008, among Emerald Driller Company, Sapphire Driller Company, Aquamarine Drilling Company and Topaz Drilling Company, as Borrowers, Vantage Drilling Company and certain subsidiaries thereof party hereto, as Guarantors, the Lenders and Nataxis, as Facility Agent and Collateral Agent (8)
10.2	Vantage Drilling Company 2007 Long-Term Incentive Compensation Plan (9)
10.3	Registration Rights Agreement between the Company and F3 Capital (10)
10.4	Employment and Non-Competition Agreement between Vantage Drilling Company and Paul A. Bragg dated June 12, 2008 (11)
10.5	Employment and Non-Competition Agreement between Vantage International Payroll Company PTE. Ltd. and Douglas Halkett dated June 12, 2008 (12)
10.6	Employment and Non-Competition Agreement between Vantage Drilling Company and Douglas G. Smith dated June 12, 2008 (13)
10.7	Employment and Non-Competition Agreement between Vantage International Payroll Company PTE. Ltd. and Michael R.C. Derbyshire dated June 12, 2008 (14)
10.8	Employment and Non-Competition Agreement between Vantage Drilling Company and Edward G. Brantley dated June 12, 2008 (15)
10.9	Employment and Non-Competition Agreement between Vantage International Payroll Company PTE. Ltd. and Donald Munro dated May 1, 2008 **
10.10	Share Sale and Purchase Agreement between F3 Capital and Vantage Deepwater Company dated November 18, 2008 (16)
10.11	Loan Agreement between F3 Capital and Vantage Drilling Company dated December 18, 2008 (17)
10.12	Agreement to Perform Construction Management Services between Mandarin Drilling Corporation and Vantage International Management Company (18)
10.13	Vantage Deepwater Company and Mandarin Drilling Corporation Management Agreement (19)
10.14	Deed of Guarantee dated December 23, 2008, between Vantage Drilling Company and PPL Shipyard PTE Ltd., regarding the rig construction contract for the Aquamarine Driller (20)
10.15	Deed of Guarantee dated December 23, 2008, between Vantage Drilling Company and PPL Shipyard PTE Ltd., regarding the rig construction for the Topaz Driller (21)
21.1	Subsidiaries of the Company (22)
31.1	Certification of CEO Pursuant to Section 302*
31.2	Certification of Principal Financial and Accounting Officer Pursuant to Section 302*

109

32.1	Certification of CEO Pursuant to Section 906*
32.2	Certification of Principal Financial and Accounting Officer Pursuant to Section 906*

* Filed herewith.

** Previously filed.

110

(1) Incorporated by reference to Exhibit 1.3 of the Company’s registration statement on Form S-4 (File No. 333-147797).

(2) Incorporated by reference to Exhibit 3.1 of the Company’s registration statement on Form S-4 (File No. 333-147797).

(3) Incorporated by reference to Exhibit 3.2 of the Company’s registration statement on Form S-4 (File No. 333-147797).

(4) Incorporated by reference to Exhibit 4.1 of the Company’s registration statement on Form S-4 (File No. 333-147797).

(5) Incorporated by reference to Exhibit 4.2 of the Company’s registration statement on Form S-4 (File No. 333-147797).

(6) Incorporated by reference to Exhibit 4.3 of the Company’s registration statement on Form S-4 (File No. 333-147797).

(7) Incorporated by reference to Exhibit 4.1 of the Company’s current report on Form 8-K filed with the SEC on June 18, 2008.

(8) Incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the SEC on June 18, 2008.

(9) Incorporated by reference to Exhibit 10.2 of the Company’s current report on Form 8-K filed with the SEC on June 18, 2008.

(10) Incorporated by reference to Exhibit 10.3 of the Company’s current report on Form 8-K filed with the SEC on June 18, 2008.

(11) Incorporated by reference to Exhibit 10.4 of the Company’s current report on Form 8-K filed with the SEC on June 18, 2008.

(12) Incorporated by reference to Exhibit 10.5 of the Company’s current report on Form 8-K filed with the SEC on June 18, 2008.

(13) Incorporated by reference to Exhibit 10.6 of the Company’s current report on Form 8-K filed with the SEC on June 18, 2008.

(14) Incorporated by reference to Exhibit 10.7 of the Company’s current report on Form 8-K filed with the SEC on June 18, 2008.

(15) Incorporated by reference to Exhibit 10.8 of the Company’s current report on Form 8-K filed with the SEC on June 18, 2008.

(16) Incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the SEC on November 20, 2008.

(17) Incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the SEC on December 24, 2008.

(18) Incorporated by reference to Exhibit 10.2 of the Company’s current report on Form 8-K filed with the SEC on December 24, 2008.

(19) Incorporated by reference to Exhibit 10.3 of the Company’s current report on Form 8-K filed with the SEC on December 24, 2008.

111

(20) Incorporated by reference to Exhibit 10.4 of the Company’s current report on Form 8-K filed with the SEC on December 24, 2008.

(21) Incorporated by reference to Exhibit 10.5 of the Company’s current report on Form 8-K filed with the SEC on December 24, 2008.

(22) Incorporated by reference to Exhibit 21.1 of the Company’s annual report on Form 10-K filed with the SEC on March 13, 2009.

112

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Vantage Drilling Company
By:	/s/ Paul A. Bragg
Name:	Paul A. Bragg
Title:	Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Position	Date
/s/ Paul A. Bragg	Chairman and Chief Executive Officer
Paul A. Bragg	(Principal Executive Officer)	June 22, 2009
/s/ Douglas G. Smith	Chief Financial Officer and Treasurer
Douglas G. Smith	(Principal Financial Officer)	June 22, 2009
/s/ Edward G. Brantley	Chief Accounting Officer and Controller
Edward G. Brantley	(Principal Accounting Officer)	June 22, 2009
/s/ Christopher G. DeClaire	Vice President, Secretary, and Director
Christopher G. DeClaire		June 22, 2009

113

Exhibit Index

Exhibit No.	Description
2.3	Agreement and Plan of Merger by and among Vantage Drilling Company, a transitory U.S. merger subsidiary of Vantage Drilling Company and Vantage Energy Services, Inc. (1)
3.1	Certificate of Incorporation (2)
3.2	Memorandum and Articles of Association (3)
4.1	Specimen Unit certificate (4)
4.2	Specimen Ordinary Share certificate (5)
4.3	Specimen Warrant certificate (6)
4.4	Warrant Agreement between Continental Stock Transfer & Trust Company and Vantage Drilling Company (7)
10.1	Credit Agreement, dated as of June 12, 2008, among Emerald Driller Company, Sapphire Driller Company, Aquamarine Drilling Company and Topaz Drilling Company, as Borrowers, Vantage Drilling Company and certain subsidiaries thereof party hereto, as Guarantors, the Lenders and Nataxis, as Facility Agent and Collateral Agent (8)
10.2	Vantage Drilling Company 2007 Long-Term Incentive Compensation Plan (9)
10.3	Registration Rights Agreement between the Company and F3 Capital (10)
10.4	Employment and Non-Competition Agreement between Vantage Drilling Company and Paul A. Bragg dated June 12, 2008 (11)
10.5	Employment and Non-Competition Agreement between Vantage International Payroll Company PTE. Ltd. and Douglas Halkett dated June 12, 2008 (12)
10.6	Employment and Non-Competition Agreement between Vantage Drilling Company and Douglas G. Smith dated June 12, 2008 (13)
10.7	Employment and Non-Competition Agreement between Vantage International Payroll Company PTE. Ltd. and Michael R.C. Derbyshire dated June 12, 2008 (14)
10.8	Employment and Non-Competition Agreement between Vantage Drilling Company and Edward G. Brantley dated June 12, 2008 (15)
10.9	Employment and Non-Competition Agreement between Vantage International Payroll Company PTE. Ltd. and Donald Munro dated May 1, 2008 **
10.10	Share Sale and Purchase Agreement between F3 Capital and Vantage Deepwater Company dated November 18, 2008 (16)
10.11	Loan Agreement between F3 Capital and Vantage Drilling Company dated December 18, 2008 (17)
10.12	Agreement to Perform Construction Management Services between Mandarin Drilling Corporation and Vantage International Management Company (18)
10.13	Vantage Deepwater Company and Mandarin Drilling Corporation Management Agreement (19)
10.14	Deed of Guarantee dated December 23, 2008, between Vantage Drilling Company and PPL Shipyard PTE Ltd., regarding the rig construction contract for the Aquamarine Driller (20)
10.15	Deed of Guarantee dated December 23, 2008, between Vantage Drilling Company and PPL Shipyard PTE Ltd., regarding the rig construction for the Topaz Driller (21)
21.1	Subsidiaries of the Company (22)
31.1	Certification of CEO Pursuant to Section 302*
31.2	Certification of Principal Financial and Accounting Officer Pursuant to Section 302*
32.1	Certification of CEO Pursuant to Section 906*
32.2	Certification of Principal Financial and Accounting Officer Pursuant to Section 906*

* Filed herewith.

** Previously filed.

114

(1) Incorporated by reference to Exhibit 1.3 of the Company’s registration statement on Form S-4 (File No. 333-147797).

(2) Incorporated by reference to Exhibit 3.1 of the Company’s registration statement on Form S-4 (File No. 333-147797).

(3) Incorporated by reference to Exhibit 3.2 of the Company’s registration statement on Form S-4 (File No. 333-147797).

(4) Incorporated by reference to Exhibit 4.1 of the Company’s registration statement on Form S-4 (File No. 333-147797).

(5) Incorporated by reference to Exhibit 4.2 of the Company’s registration statement on Form S-4 (File No. 333-147797).

(6) Incorporated by reference to Exhibit 4.3 of the Company’s registration statement on Form S-4 (File No. 333-147797).

(7) Incorporated by reference to Exhibit 4.1 of the Company’s current report on Form 8-K filed with the SEC on June 18, 2008.

(8) Incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the SEC on June 18, 2008.

(9) Incorporated by reference to Exhibit 10.2 of the Company’s current report on Form 8-K filed with the SEC on June 18, 2008.

(10) Incorporated by reference to Exhibit 10.3 of the Company’s current report on Form 8-K filed with the SEC on June 18, 2008.

(11) Incorporated by reference to Exhibit 10.4 of the Company’s current report on Form 8-K filed with the SEC on June 18, 2008.

(12) Incorporated by reference to Exhibit 10.5 of the Company’s current report on Form 8-K filed with the SEC on June 18, 2008.

(13) Incorporated by reference to Exhibit 10.6 of the Company’s current report on Form 8-K filed with the SEC on June 18, 2008.

(14) Incorporated by reference to Exhibit 10.7 of the Company’s current report on Form 8-K filed with the SEC on June 18, 2008.

(15) Incorporated by reference to Exhibit 10.8 of the Company’s current report on Form 8-K filed with the SEC on June 18, 2008.

(16) Incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the SEC on November 20, 2008.

(17) Incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the SEC on December 24, 2008.

(18) Incorporated by reference to Exhibit 10.2 of the Company’s current report on Form 8-K filed with the SEC on December 24, 2008.

(19) Incorporated by reference to Exhibit 10.3 of the Company’s current report on Form 8-K filed with the SEC on December 24, 2008.

115

(20) Incorporated by reference to Exhibit 10.4 of the Company’s current report on Form 8-K filed with the SEC on December 24, 2008.

(21) Incorporated by reference to Exhibit 10.5 of the Company’s current report on Form 8-K filed with the SEC on December 24, 2008.

(22) Incorporated by reference to Exhibit 21.1 of the Company’s annual report on Form 10-K filed with the SEC on March 13, 2009.

116