NRC Group — Capital/Financing Update 2015

Aug 11, 2015

Approved Prospectus and Commencement of the Subsequent Offering

Approved Prospectus and Commencement of the Subsequent Offering

Reference is made to the stock exchange announcement

by NRC Group ASA (the "Company" or "NRC") on 22 June

2015 regarding the completed Private Placement, and

on 10 August 2015 regarding the minutes from an

extraordinary general meeting which included, among

other resolutions, the approval of the subsequent

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 the following:

Listing of up to 5,281,481 new shares, out of which

3,111,111 shares have been issued in a private

placement, up to 1,800,000 shares to be issued in

connection with the acquisitions of Litz Entreprenad

AB and Elektrobyggnad Sverige AB and up to 370,370

shares to be issued in connection with the

Subsequent Offering (the "Offer Shares"), all with a

nominal value of NOK 1 per share.

The Subsequent Offering comprises an offering of up

to 370,370 offer shares at a subscription price of

NOK 27, corresponding to gross proceeds of up to

approximately NOK 10 million. The Subsequent

Offering will be directed towards the Company's

shareholders as of close of the Oslo Stock Exchange

on 19 June 2015, as registered in the Norwegian

Central Security Depository (VPS) on 23 June 2015

(the "Record Date"), who were not invited to

participate 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 and who were not invited to

participate in the Private Placement.

Each Eligible Shareholder will be granted non-

tradable subscription rights providing a

preferential right to subscribe for and be allocated

Offer shares in the Subsequent Offering. The Company

will issue 0.0188 Subscription Rights per 1 (one)

Share held in the Company on the Record Date. The

number of subscription rights 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) Offer Share

in the Subsequent Offering. Over-subscription and

subscription without Subscription Rights is

permitted; however, there can be no assurance that

Offer Shares will be allocated for such

subscriptions as allocations for over-subscriptions

(if any) will be made at the discretion of the Board

of Directors. If allocations for over-subscriptions

are done, ordinary pro rata principles will apply.

The Subscription Period for the Subsequent Offering

is from and including 11 August 2015 to 18 August

2015 at 16:30 hours (CET). Please note that

subscription rights that are not used to subscribe

for Offer Shares before the end of the Subscription

Period will lapse without compensation and

consequently be of no value.

The Subsequent Offering is managed by Carnegie AS

and DNB Markets.

The Prospectus together with the Subscription Form

will be available from 11 August 2015 at

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

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

free of charge at the business offices of the

Company, Carnegie and DNB Markets. Norwegian

investors with a VPS account can in addition

subscribe for Offer Shares online at www.carnegie.no

or www.dnb.no/emisjoner.

This information is subject of the disclosure

requirements pursuant to section 5-12 of the

Norwegian Securities Trading Act.

For further information, please contact:

Carnegie AS

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.