NRC Group — Capital/Financing Update 2015

Dec 7, 2015

APPROVED PROSPECTUS AND COMMENCEMENT OF SUBSEQUENT OFFERING

APPROVED PROSPECTUS AND COMMENCEMENT OF SUBSEQUENT OFFERING

Oslo, 7 December 2015

Reference is made to the stock exchange announcement

by NRC Group ASA (the "Company" or "NRC") on 10

November 2015 regarding a completed private placement

(the "Private Placement"), and on 2 December 2015

containing the minutes from an extraordinary general

meeting which included, amongst other resolutions, the

approval of a subsequent repair offering of new shares

by the Company (the "Subsequent Offering").

The Financial Supervisory Authority of Norway has

approved a prospectus prepared by the Company covering

listing of 1,605,000 shares which have been issued in

tranche 2 of the Private Placement, 2,480,250 shares

which have been issued in connection with the

acquisition of Segermo Entreprenad Aktiebolag and the

offering and listing of up to 375,000 shares to be

issued in connection with the Subsequent Offering, all

with a nominal value of NOK 1 per share.

The Subsequent Offering comprises an offering of up to

375,000 shares at a subscription price of

NOK 40 per share, corresponding to gross proceeds of

up to approximately NOK 15 million. The Subsequent

Offering will be directed towards the Company's

shareholders as of close of trading on the Oslo Stock

Exchange on 9 November 2015, as registered in the

Norwegian Central Security Depository (VPS) on 11

November 2015 (the "Record Date"), who are not

resident in a jurisdiction where such offering would

be unlawful, or would (in jurisdictions other than

Norway) require any prospectus filing, registration or

similar action and who were not allocated shares in

the Private Placement (the "Eligible Shareholders").

Eligible Shareholders will be granted non-tradable

subscription rights (the "Subscription Rights")

providing a preferential right to subscribe for and be

allocated shares in the Subsequent Offering. The

Company will issue 0.0639 Subscription Rights for each

share held in the Company on the Record Date. The

number of Subscription Rights allocated to each

Eligible Shareholder will be rounded down to the

nearest whole Subscription Right. Each Subscription

Right grants the owner the right to subscribe for and

be allocated one (1) share in the Subsequent Offering.

Over-subscription and subscription without

Subscription Rights is permitted.

The subscription period in the Subsequent Offering

will commence on 7 December 2015 and expire on 18

December 2015 at 16:30 CET. Please note that

Subscription Rights that are not used to subscribe for

shares before the end of the subscription period will

lapse without compensation and consequently be of no

value.

The Subsequent Offering is managed by Arctic

Securities AS, Carnegie and DNB Markets.

The prospectus together with the subscription form

will be available from 7 December 2015 at

www.nrcgroup.no, www.arcticsec.no, www.carnegie.no and

www.dnb.no/emisjoner, and will also be available free

of charge at the business offices of the Company,

Arctic Securities, Carnegie and DNB Markets.

Norwegian investors with a VPS account can in addition

subscribe for shares online at www.arcticsec.no,

www.carnegie.no or www.dnb.no/emisjoner.

For further information, please contact:

Arctic Securities AS

Tel: +47 21 01 30 40

Carnegie

Tel: +47 22 00 93 60

DNB Markets

Tel: +47 23 26 81 01

* * * * *

Important information:

The release is not for publication or distribution, in

whole or in part directly or indirectly, in or into

Australia, Canada, Japan or the United States

(including its territories and possessions, any state

of the United States and the District of Columbia).

This release is an announcement issued pursuant to

legal information obligations, and is subject of the

disclosure requirements pursuant to section 5-12 of

the Norwegian Securities Trading Act. It is issued

for information purposes only, and does not constitute

or form part of any offer or solicitation to purchase

or subscribe for securities, in the United States or

in any other jurisdiction. The securities mentioned

herein have not been, and will not be registered under

the United States Act of 1933, as amended

(the "Securities Act"). The Securities may not be

offered or sold in United States except pursuant to an

exemption from the registration requirements of the

Securities Act. The Company does not intend to

register any portion of the offering of the securities

in the United States or to conduct a public offering

of the securities in United States. Copies of this

announcement are not being made and may not be

distributed or sent into Australia, Canada, Japan or

the United States. The subscription or purchase of

shares in the Company is subject to specific legal or

regulatory restrictions in certain jurisdictions.

Neither the Company nor the managers assumes any

responsibility in the event there is a violation by

any person of such restrictions.

The distribution of this release may in certain

jurisdictions be restricted by law. Persons into whose

possession this release comes should inform themselves

about and observe any such restrictions.

Any failure to comply with these restrictions may

constitute violation of the securities laws of any

such jurisdiction. The managers are acting for the

Company and no one else in connection with the

Subsequent Offering and will not be responsible to

anyone other than the Company for providing the

protections afforded to their respective clients or

for providing advice in relation to any other matter

referred to in this release.

Forward-looking statements:

This release and any materials distributed in

connection with this release may contain certain

forward-looking statements. By their nature, forward-

looking statements involve risk and uncertainty

because they reflect the Company's current

expectations and assumptions as to future events and

circumstances that may not prove accurate. A number

of material factors could cause actual results and

developments to differ materially from those expressed

or implied by these forward-looking statements.