NRC Group — Share Issue/Capital Change 2016

Nov 17, 2016

NRC - PRIVATE PLACEMENT SUCCESSFULLY COMPLETED

NRC - 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 OR ANYOTHER

JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR

DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES

NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES

DESCRIBED HEREIN.

NRC - PRIVATE PLACEMENT SUCCESSFULLY COMPLETED

Oslo, 17 November 2016

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

210,000,000 in gross proceeds through a private

placement of 3,000,000 new shares (the "Private

Placement"). The price in the Private Placement was

NOK 70.00 per share.

ABG Sundal Collier ASA, Arctic Securities AS and DNB

Markets, a part of DNB Bank ASA, (together

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 for further acquisitions to strengthen the

position of the Company, as well as for general

corporate purposes.

The new shares to be issued in connection with the

Private Placement will be issued based on an

authorisation to the Board of Directors (the "Board")

granted by the Company's general meeting on 12 May

2016. Notification of allotment in the Private

Placement will be sent to the applicants today through

a notification to be issued by the Managers. The new

shares will be settled through a delivery versus

payment transaction on 21 November 2016 (regular T+2

settlement), 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.

Following registration of the new share capital

pertaining the Private Placement, the Company will

have an issued share capital of NOK 38,311,362,

divided into 38,311,362 shares, each with a par value

of NOK 1.00.

The Board has assessed the Private Placement in light

of the equal treatment requirement, balanced the

considerations that speak for and against carrying out

the Private Placement and concluded that the waiver of

the preferential rights inherent in a private

placement was considered necessary in the interest of

time and successful completion in the common interest

of the Company and its shareholders.

Aabø-Evensen & Co Advokatfirma AS is acting as legal

advisor to the Company in the Private Placement.

For further information, please contact:

Dag Fladby

CFO

Mobile: +47 90 89 19 35

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 the Selling Shareholders and no one else in

connection with the Private Placement and will not be

responsible to anyone other than the Company and the

Selling Shareholders 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.