NRC Group — Share Issue/Capital Change 2016

Nov 16, 2016

NRC - CONTEMPLATED PRIVATE PLACEMENT

NRC - CONTEMPLATED PRIVATE PLACEMENT

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 - CONTEMPLATED PRIVATE PLACEMENT

Oslo, 16 November 2016

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

retained ABG Sundal Collier ASA, Arctic Securities AS

and DNB Markets, a part of DNB Bank ASA, as Joint-Lead

Managers and Joint Bookrunners (the "Managers") to

advise on and effect an undocumented private placement

of up to 3,000,000 new shares, representing up to 8.5%

of the outstanding shares in the Company (the "Private

Placement").

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 subscription price in the Private Placement will

be set through an accelerated bookbuilding process.

The application period for the Private Placement opens

today at 16:30 CET and closes 17 November 2016 at

08:00 CET. The Managers may, however, at any time

resolve to close or extend the bookbuilding period at

its sole discretion and on short notice. The minimum

subscription and allocation amount in the Private

Placement will be the NOK equivalent of EUR 100,000,

provided that the Company may, at its sole discretion,

allocate an amount below EUR 100,000 to the extent

applicable exemptions from the prospectus requirement

pursuant to applicable regulations, including the

Norwegian Securities Trading Act and ancillary

regulations, are available. The final allocation and

completion of the Private Placement is subject to

approval by the Company's Board of Directors. The

waiver of the preferential rights inherent in a

private placement is considered necessary in the

interest of time and successful completion.

The Private Placement will be directed towards

Norwegian investors and international institutional

investors, in each case subject to and in compliance

with applicable exemptions from relevant prospectus or

registration requirements.

The Private Placement will be settled with existing

and unencumbered shares in the Company that are

already listed on the Oslo Stock Exchange, pursuant to

a share lending agreement between the Managers, the

Company and Datum AS. The shares delivered to the

subscribers will thus be tradable from allocation. The

Managers will settle the share loan with new shares in

the Company to be issued by the Board of Directors

pursuant to an authorisation granted by the Company's

general meeting on 12 May 2016.

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 "US 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 US 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.