NRC Group — Share Issue/Capital Change 2024

Nov 6, 2024

NRC Group ASA - Preliminary result of the Subsequent Offering

NRC Group ASA - Preliminary result of the Subsequent Offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER

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.

Reference is made to the stock exchange notice from NRC Group ASA (the

"Company") on 24 October 2024 regarding the commencement of the subscription

period (the "Subscription Period") in the subsequent offering (the "Subsequent

Offering") consisting of up to 20,000,000 new shares (the "Offer Shares") in the

Company at a subscription price of NOK 2.50 per share.

The Subscription Period expired today, 6 November 2024, at 16:30 hours (CET).

The Company has been informed by the Managers (as defined below) that at the end

of the Subscription Period, and based on a preliminary count, valid

subscriptions had been received for a total of approximately 72 million Offer

Shares.

The final result of the Subsequent Offering is expected to be announced by the

Company on or about 8 November 2024. Investors that are allocated Offer Shares

can access information on the number of Offer Shares allocated through VPS on or

about 8 November 2024. Further announcements in respect of the Subsequent

Offering and the Offer Shares will be made in due course.

The due date for payment of the Offer Shares is on or about 12 November 2024.

Subject to due payment of the Offer Shares by the subscribers, the share capital

increase relating to the Subsequent Offering is expected to be registered with

the Norwegian Register of Business Enterprises (the "NRBE") on or about 15

November 2024 and the Offer Shares will thereafter be delivered to the VPS

accounts of the allocated subscribers on or about 18 November 2024. First day of

trading of the Offer Shares on Euronext Growth Oslo is expected on or about 15

November 2024, after the share capital increase relating to the Subsequent

Offering is registered with the NRBE. A separate announcement will be made when

the share capital increase has been registered.

ABG Sundal Collier ASA and Danske Bank, Norwegian Branch (jointly, the

"Managers") are acting as managers in connection with the Subsequent Offering.

Advokatfirmaet Schjødt AS is acting as legal advisor to the Company.

This information is published in accordance with the requirements of the

Continuing Obligations for companies listed on Euronext Oslo Børs and section 5

-12 of the Norwegian Securities Trading Act.

Important information

This announcement is not and does not form a part of any offer to sell, or a

solicitation of an offer to purchase, any securities of the Company. Copies of

this announcement are not being made and may not be distributed or sent into any

jurisdiction in which such distribution would be unlawful or would require

registration or other measures.

The securities referred to in this announcement have not been and will not be

registered under the U.S. Securities Act of 1933, as amended (the "Securities

Act"), and accordingly may not be offered or sold in the United States absent

registration or an applicable exemption from the registration requirements of

the Securities Act and in accordance with applicable U.S. state securities laws.

The Company does not intend to register any part of the offering in the United

States or to conduct a public offering of securities in the United States.

In any EEA Member State, this communication is only addressed to and is only

directed at qualified investors in that Member State within the meaning of the

Prospectus Regulation, i.e., only to investors who can receive the offer without

an approved prospectus in such EEA Member State. The "Prospectus Regulation"

means Regulation (EU) 2017/1129, as amended (together with any applicable

implementing measures) in any Member State. This communication is only being

distributed to and is only directed at persons in the United Kingdom that are

(i) investment professionals falling within Article 19(5) of the Financial

Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the

"Order") or (ii) high net worth entities, and other persons to whom this

announcement may lawfully be communicated, falling within Article 49(2)(a) to

(d) of the Order (all such persons together being referred to as "relevant

persons").

This communication must not be acted on or relied on by persons who are not

relevant persons. Any investment or investment activity to which this

communication relates is available only for relevant persons and will be engaged

in only with relevant persons. Persons distributing this communication must

satisfy themselves that it is lawful to do so.

The issue, 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 assume 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. Matters discussed in

this announcement may constitute forward-looking statements. Forward-looking

statements are statements that are not historical facts and may be identified by

words such as "believe", "expect", "anticipate", "strategy", "intends",

"estimate", "will", "may", "continue", "should" and similar expressions. The

forward-looking statements in this release are based upon various assumptions,

many of which are based, in turn, upon further assumptions. Although the Company

believe that these assumptions were reasonable when made, these assumptions are

inherently subject to significant known and unknown risks, uncertainties,

contingencies and other important factors which are difficult or impossible to

predict, and are beyond their control. Such risks, uncertainties, contingencies

and other important factors could cause actual events to differ materially from

the expectations expressed or implied in this release by such forward-looking

statements. The Company does not make any guarantee that the assumptions

underlying the forward-looking statements in this announcement are free from

errors nor does it accept any responsibility for the future accuracy of the

opinions expressed in this announcement or any obligation to update or revise

the statements in this announcement to reflect subsequent events. You should not

place undue reliance on the forward-looking statements in this announcement. The

information, opinions and forward-looking statements contained in this

announcement speak only as at its date, and are subject to change without

notice. The Company does not undertake any obligation to review, update,

confirm, or to release publicly any revisions to any forward-looking statements

to reflect events that occur or circumstances that arise in relation to the

content of this announcement. This announcement is for information purposes only

and is not to be relied upon in substitution for the exercise of independent

judgment. It is not intended as investment advice and under no circumstances is

it to be used or considered as an offer to sell, or a solicitation of an offer

to buy any securities or a recommendation to buy or sell any securities of the

Company. The distribution of this announcement and other information may be

restricted by law in certain jurisdictions. Persons into whose possession this

announcement or such other information should come are required to inform

themselves about and to observe any such restrictions. This announcement is an

advertisement and is not a prospectus for the purposes of the Prospectus

Regulation as implemented in any Member State.