NRC Group — Share Issue/Capital Change 2015

Aug 19, 2015

Result of Subsequent Offering

Result of Subsequent Offering

Reference is made to the stock exchange announcement

by NRC Group ASA (the "Company") on 11 August 2015

regarding commencement of the Company's subsequent

offering of up to 370,370 new shares

(the "Subsequent Offering").

The subscription period for the Subsequent Offering

ended yesterday, 18 August 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 370,370 new shares in the Company

at a subscription price of NOK 27 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, 19 August 2015. Payment for the

allocated shares falls due on 21 August 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 24 August 2015. The new

shares are expected to be delivered to the

subscribers on or about 24 August 2015.

Following the registration of the new share capital

with the Norwegian Register of Business Enterprises,

the Company will have 26,117,466 shares issued, each

with a par value of NOK 1.

The Subsequent Offering is managed by Carnegie AS

and DNB Markets.

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The release is not for publication or distribution,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.