NRC Group - Share Issue/Capital Change 2024

NRC Group ASA: New share capital registered

Reference is made to the stock exchange announcement made by NRC Group ASA (the

"Company") on 10 September 2024 regarding the successful completion of a private

placement of 80,000,000 new shares (the "New Shares") at a subscription price of

NOK 2.50 per share (the "Private Placement").

The share capital increase pertaining to the issuance of the New Shares has now

been registered with the Norwegian Register of Business Enterprises. The

Company's new registered share capital is NOK 152,954,549 divided on 152,954,549

shares, each with a nominal value of NOK 1.00.

The New Shares will be delivered to investors in two tranches as the total

number of New Shares issued in the Private Placement have resulted in the

Company being required to publish a listing prospectus in accordance with the

requirements in the EU Prospectus Regulation: (i) tranche 1 consists of

14,590,900 New Shares, equal to the number of New Shares that can be issued and

listed without triggering the requirement of publishing a listing prospectus

("Tranche 1"); and (ii) tranche 2 consists of the remaining part of the New

Shares, i.e., 65,409,100 New Shares ("Tranche 2"). The New Shares in Tranche 1

are tradeable on Euronext Oslo Børs as of this announcement , and the New

Shares in Tranche 2 are issued on a separate, temporary ISIN pending approval by

the Norwegian Financial Supervisory Authority of a listing prospectus and will

thus not be listed or tradeable on Oslo Børs until such listing prospectus has

been published. Approval of the listing prospectus by the Norwegian Financial

Supervisory Authority is currently anticipated around the end of October.

This information is subject to the disclosure requirements pursuant to Section 5

-12 of the Norwegian Securities Trading Act.

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