NRC Group — Share Issue/Capital Change 2024

Sep 10, 2024

NRC Group ASA: Key information relating to Subsequent Offering

NRC Group ASA: Key information relating to 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 announcement by NRC Group ASA (the

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

"Private Placement") of new shares in the Company and that the Company

considered a subsequent offering of up to 20,000,000 new shares at the same

subscription price as in the Private Placement (the "Subsequent Offering").

Please see below for key information pertaining to the Subsequent Offering:

· Date on which the terms and conditions of the Subsequent Offering were

announced: 10 September 2024

· Last day including right: 10 September 2024

· Ex-date: 11 September 2024

· Record date: 12 September 2024

· Maximum number of new shares: 20,000,000 new shares

· Subscription price: NOK 2.50 per share (the "Offer Price")

The Subsequent Offering is subject to the prevailing market price of the

Company's shares following the Private Placement. The Board may decide that the

Subsequent Offering will not be carried out in the event that the Company's

shares trade below the subscription price in the Subsequent Offering at adequate

volumes. The Subsequent Offering will be directed towards shareholders in the

Company as of 10 September 2024 (as registered in the VPS on 12 September 2024)

who (i) were not allocated Offer Shares in the Private Placement, and (ii) are

not resident in a jurisdiction where such offering would be unlawful or would

(in jurisdictions other than Norway) require any prospectus, filing,

registration or similar action (the "Eligible Shareholders"). The subscription

price in the Subsequent Offering will be equal to the Offer Price. The Eligible

Shareholders will receive non-transferrable subscription rights in the

Subsequent Offering. Subscription without subscription rights and

oversubscription will be permitted in the Subsequent Offering.

This information is published in accordance with the requirements of Euronext

Rule Book II.

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. Any

sale in the United States of the securities mentioned in this announcement will

be made solely to "qualified institutional buyers" as defined in Rule 144A under

the Securities Act.

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.