NRC Group — Share Issue/Capital Change 2015

Dec 22, 2015

Result of subsequent offering

Result of subsequent offering

Oslo 22 December 2015

Reference is made to the stock exchange announcement

by NRC Group ASA (the "Company") on 7 December 2015

regarding commencement of the Company's subsequent

offering of up to 375,000 new shares (the "Subsequent

Offering").

The subscription period for the Subsequent Offering

ended on 18 December 2015 at 16:30 CET. The Subsequent

Offering was over-subscribed.

Based on the subscriptions received in the Subsequent

Offering, including over-subscriptions, the Company's

board of directors has resolved to allocate and issue

375,000 new shares in the Company at a subscription

price of NOK 40 per share.

The subscribers who were allocated shares will receive

a letter confirming the number of shares allocated and

the corresponding amount to be paid by each

subscriber. The letters are expected to be distributed

today, 22 December 2015. Payment for the allocated

shares falls due on 28 December 2015.

The new shares may not be transferred or traded before

they are fully paid and the share capital increase has

been registered with the Norwegian Register of

Business Enterprises, which is expected to take place

on or about 29 December 2015. The new shares are

expected to be delivered to the subscribers on or

about 29 December 2015.

Following the registration of the new share capital

with the Norwegian Register of Business Enterprises,

the Company will have 34,944,483 shares issued, each

with a par value of NOK 1.

The Subsequent Offering is managed by Arctic

Securities, Carnegie and DNB Markets.

For further information, please contact:

Arctic Securities

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The release is not for publication or distribution, in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.