NRC Group — Capital/Financing Update 2015

Nov 9, 2015

Contemplated private placement

Contemplated private placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE

OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA,

CANADA, JAPAN OR THE UNITED STATES

Oslo, 9 November 2015

Reference is made to the stock exchange release from

NRC Group ASA ("NRC Group" or the "Company") published

earlier today regarding the binding agreement to

acquire 100% of the shares of Segermo Entreprenad

Aktiebolag ("Segermo") (the "Acquisition").

In order to finance the cash component of the

Acquisition and to raise additional equity for the

further development of the Company, NRC Group has

retained Arctic Securities AS, Carnegie AS and DNB

Markets as Joint-Lead Managers and Joint Bookrunners

(the "Managers") to advise on and effect an

undocumented private placement of new shares and

existing shares held in treasury (the "Private

Placement"). The subscription price in the Private

Placement is NOK 40.00 per share.

The Private Placement, with target gross proceeds of

NOK 185 million, will be divided into a Tranche 1

consisting of 2,770,000 new shares (representing

approximately 10% of the capital of the Company after

the closing of the previously announced acquisitions

of Litz Entreprenad AB and Elektrobyggnad Sverige AB)

and 250,000 treasury shares, and a Tranche 2

consisting of up to an additional 1,605,000 new

shares. The new share issue component of Tranche 1 is

fully underwritten by a consortium consisting of

several of the Company's largest existing

shareholders, including Datum AS ("Datum") and Urbex

Invest AS, as well as new investors of institutional

capacity (the "Underwriters"). The Underwriters have

also provided pre-subscriptions and pre-commitments at

a level resulting in an oversubscription of Tranche 1

of the Private Placement. This includes pre-

subscriptions and pre-commitments in an aggregate

amount of approximately NOK 50 million from Datum AS,

the proposed new Chairman of the Board, Helge Midttun

and certain other primary insiders.

The application period for the Private Placement opens

today at 16:30 CET and closes 10 November 2015 at

08:00 CET. The Managers may, however, at any time

resolve to close or extend the bookbuilding period at

its sole discretion and on short notice. The minimum

order in the Private Placement has been set to the

number of shares that equals an aggregate purchase

price of NOK 1 million.

The completion of Tranche 1 of the Private Placement

is subject to approval by the Board of Directors.

Tranche 1 will be settled with existing and

unencumbered shares in the Company that are already

listed on the Oslo Stock Exchange, pursuant to a share

lending agreement between the Managers, the Company

and Datum or in the form of treasury shares. The

shares delivered to the subscribers in Tranche 1 will

thus be tradable from allocation. The Managers will

settle the share loan with new shares in the Company

to be issued by the Board of Directors pursuant to an

authorisation given by the Extraordinary General

Meeting held 10 August 2015. The completion of the

potential Tranche 2 of the Private Placement is

subject to the approval by an Extraordinary General

Meeting (the "EGM") to be called for shortly after the

completion of the Private Placement.

The Board of Directors intends to propose to the EGM

to conduct a subsequent offering directed towards

shareholders in the Company as of close of trading

today, 9 November 2015 (and as registered in the VPS

on 11 November 2015) who were not allocated shares in

the Private Placement, and 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

(the "Subsequent Offering"). The subscription price in

the Subsequent Offering will be equal to the

subscription price in the Private Placement. It is

expected that up to up to 375,000 shares will be

issued in the Subsequent Offering, resulting in gross

proceeds of up to NOK 15 million. The Company expects

that the subscription period for the Subsequent

Offering will commence shortly after the EGM.

Existing shareholders of the Company holding more than

2/3 of the outstanding shares in the Company have

already committed to vote in favour of Tranche 2 and

the Subsequent Offering on the EGM and have undertaken

to not dispose any of its shares before the EGM.

The waiver of existing shareholders' preferential

rights inherent in a private placement is considered

necessary in the interest of time and in order to

ensure the completion of the Acquisition.

For further information, please contact:

Kristian Lundkvist

Chairman of the Board

Mobile: (+47) 97 77 71 77

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 Securities Act of 1933, as

amended (the "Securities Act"). The securities may not

be offered or sold in the 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 the 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 issue,

exercise, purchase or sale of subscription rights and

the subscription or purchase of shares in the Company

are 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 a

violation of the securities laws of any such

jurisdiction. The Managers are acting for the Company

and no one else in connection with the Private

Placement 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 the Private Placement and/or 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.

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