NRC Group — Share Issue/Capital Change 2015

Nov 10, 2015

Private placement successfully completed

Private placement successfully completed

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE

OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA,

CANADA, JAPAN OR THE UNITED STATES

Oslo, 10 November 2015

Reference is made to the stock exchange release from

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

yesterday regarding the contemplated private placement

of shares in the Company.

The Company announces today that it has raised NOK

185,000,000 in gross proceeds through a private

placement consisting of 4,375,000 new shares (the "New

Shares") and 250,000 existing shares held in treasury

(the "Private Placement"). The price in the Private

Placement was NOK 40.00 per share. Arctic Securities

AS, Carnegie AS and DNB Markets (the "Managers") acted

as joint-lead managers and joint bookrunners in the

Private Placement, which took place after close of

trading yesterday. The Private Placement, which was

substantially oversubscribed, attracted strong

interest from both existing shareholders and new high

quality institutional investors.

The net proceeds from the Private Placement will be

used to finance the cash component of the acquisition

of Segermo Entreprenad AB and for the further

development of the Company.

The New Shares to be issued in connection with the

Private Placement will be issued in two separate

tranches. 2,770,000 new shares, equivalent to

approximately 10% of the capital of the Company will

be issued based on an authorisation to the Board of

Directors (the "Board") granted by the Company's

extraordinary general meeting on 10 August 2015.

Together with the 250,000 treasury shares sold in the

Private Placement, these 2,770,000 new shares

constitute Tranche 1 of the Private Placement. Tranche

2 of the Private Placement, consisting of 1,605,000

new shares, representing approximately 5.8% of the

capital of the Company ("Tranche 2"), will be subject

to approval by an Extraordinary General Meeting to be

held on or about 2 December 2015 (the "EGM").

The Board will furthermore propose to the EGM to

conduct a subsequent offering of up to 375,000 new

shares directed towards shareholders in the Company as

of close of trading yesterday, 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 NOK 40.00, i.e. equal to the

subscription price in the Private Placement. 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 their shares before the EGM.

Notification of allotment in Tranche 1 and conditional

allotment in Tranche 2 will be sent to the applicants

today through a notification to be issued by the

Managers. Tranche 1 will be settled through a delivery

versus payment transaction on 12 November 2015, by

delivery of existing and unencumbered shares in the

Company that are already listed on the Oslo Stock

Exchange pursuant to a share lending agreement between

the Company, the Managers and Datum AS. The new shares

to be issued in Tranche 2 of the Private Placement are

expected be issued shortly after the EGM.

Following registration of the new share capital

pertaining to both tranches of the Private Placement,

however, not including the up to 375,000 new shares

proposed to be offered in the Subsequent Offering, the

Company will have an issued share capital of NOK

32,089,233, divided into 32,089,233 shares, each with

a par value of NOK 1.00.

For further information, please contact:

Kristian Lundkvist

Chairman of the Board

Mobile: (+47) 97 77 71 77

About NRC Group ASA:

NRC Group is a leading company within the Nordic

infrastructure market. The group operates within two

business segments, Rail and Geo.

RAIL: The Rail division is a fully integrated rail

infrastructure contractor covering the Norwegian and

Swedish market. The Rail division is a full-range

supplier for the construction of all types of rails

including train, tram and subway. Main service

offerings include specialized track work, power supply

and signaling work. The Rail division has all the

necessary approvals to work within the train, tram and

subway segments.

GEO: The Geo division operates within acquisition,

processing and modelling of geographic information.

The Geo division holds right to several European

databases with collections of maps, images and models.

With particular focus on online services, data and

solutions are provided to customers in government,

enterprise and consumer markets. The Geo division

supplies a wide range of mapping and geographic

services that satisfy various standards and

specifications, in addition to customized client

solutions.

http://www.nrcgroup.no

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.