NRC Group — Share Issue/Capital Change 2024

Sep 10, 2024

NRC Group ASA - Successful completion of private placement

NRC Group ASA - Successful completion of private placement

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

INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA 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.

Oslo, 10 September 2024

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

(the "Company") today regarding the Company contemplating a private placement of

new shares (the "Offer Shares") to raise gross proceeds of NOK 200 million to

strengthen the liquidity position, to mitigate potential impact of ETM and

support the new strategic roadmap (the "Private Placement").

The Company hereby announces the successful completion of the Private Placement

of 80,000,000 Offer Shares at an offer price of NOK 2.50 per share (the "Offer

Price") for gross proceeds of NOK 200 million. The Private Placement attracted

strong interest from both existing shareholders as well as new high-quality

investors and was significantly oversubscribed.

The Company has engaged ABG Sundal Collier ASA and Danske Bank, Norwegian Branch

as joint bookrunners and managers (together, the "Managers") to assist the

Company in the Private Placement.

Following completion of the Private Placement, the Company will have a share

capital of NOK 152,954,549 divided on 152,954,549 shares, each with a nominal

value of NOK 1.00.

The following primary insiders have subscribed for and been conditionally

allocated Offer Shares in the Private Placement at the Offer Price:

· Anders Gustafsson, CEO, for NOK 1,000,000;

· Åsgeir Nord, CFO, for NOK 300,000

· Rolf Jansson, Chairman of the board, for NOK 200,000

· Karin Bing Orgland, member of the board, for NOK 200,000

· Mats Williamson, member of the board, for NOK 200,000

· Tove Pettersen, member of the board, for NOK 100,000

· Outi Henriksson, member of the board, for NOK 100,000

· Heikki Allonen, member of the board, for NOK 100,000

· Eva Nygren, member of the board, for NOK 100,000

Notification of conditional allocation will be sent to investors on or about 11

September 2024. Allocated Offer Shares are expected to be settled on or around 7

October 2024 through a delivery versus payment transaction on a T+3 basis. To

facilitate swift settlement of Offer Shares in the Private Placement, a

customary pre-funding agreement has been entered into between the Company and

the Managers (the "Pre-Funding Agreement").

The Offer Shares will be settled in two tranches as the total number of Offer

Shares to be issued in the Private Placement will result in the Company being

required to publish a listing prospectus in accordance with the requirements in

the EU Prospectus Regulation: (i) tranche 1 will consist of up to 14,590,900

Offer Shares, equal to the number of Offer Shares that can be issued and listed

without triggering the requirement of publishing a listing prospectus ("Tranche

1"); and (ii) tranche 2 will consist of the remaining part of the Offer Shares

("Tranche 2" and together with Tranche 1, the "Tranches"). The Offer Shares in

Tranche 1 will be tradeable on Oslo Børs upon issuance, and the Offer Shares in

Tranche 2 will be 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. Settlement for the Tranches is expected to take place shortly after

the EGM. The share capital increase pertaining to the Tranches is expected to be

registered by the Norwegian Register of Business Enterprises on or about 3

October 2024. The Offer Shares allocated in the Tranches will not be delivered

to, nor tradable by, the respective applicant until the necessary registration

is completed. For Tranche 2, the allocated Offer Shares will also remain non

-tradable after delivery until a listing prospectus is approved by the Norwegian

Financial Supervisory Authority and published by the Company.

Completion of the Private Placement is subject to: (i) all necessary corporate

resolutions being validly made by the Company, including the Board resolving to

proceed with the Private Placement and to conditionally allocate the Offer

Shares, (ii) an extraordinary general meeting in the Company (the "EGM")

resolving to approve the Private Placement and issue the Offer Shares, (iii) the

Offer Shares having been fully paid and legally issued; and (iv) the Pre-Funding

Agreement remaining in full force and effect (jointly, the "Conditions"). The

Company reserves the right to cancel, and/or modify the terms of, the Private

Placement at any time and for any reason prior to the Conditions having been

met.

The Private Placement represents a deviation from the shareholders' pre-emptive

right to subscribe for the Offer Shares. The Board has considered the Private

Placement in light of the equal treatment obligations under the Norwegian Public

Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal

treatment under Oslo Rule Book II for companies listed on the Oslo Stock

Exchange and the Oslo Stock Exchange's Guidelines on the rule of equal

treatment, and deems that the proposed Private Placement is in compliance with

these obligations. The Board is of the view that it is in the common interest of

the Company and its shareholders to raise equity through the Private Placement.

Further, a private placement will reduce execution and completion risk and

allows for the Company to utilize current market conditions and raise capital

more quickly, at a lower discount compared to a rights issue and without the

underwriting commissions normally seen with rights offerings. Further, the

Subsequent Offering (as defined below), if implemented, will secure that

eligible shareholders will receive the opportunity to subscribe for new shares

at the same subscription price as that applied in the Private Placement. On this

basis the Board has considered the proposed transaction structure to be in the

common interest of the Company and its shareholders.

The Company intends to carry out a subsequent offering (the "Subsequent

Offering") with non-tradeable subscription rights of up to 20,000,000 new shares

in the Company which, subject to applicable securities law, will be directed

towards existing 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. Whether

or not such Subsequent Offering will ultimately take place, will depend inter

alia on the development of the price of the shares in the Company after

completion of the Private Placement. Oversubscription and subscription without

subscription rights will be allowed. Further, the Subsequent Offering is subject

to, inter alia, completion of the Private Placement, approval by the EGM to

authorize the Company's board of directors to carry out the Subsequent Offering,

and the approval by and publication of an offering prospectus.

This information is subject to a duty of disclosure pursuant to Section 5-12 of

the Norwegian Securities Trading Act. This information was issued as inside

information pursuant to the EU Market Abuse Regulation.

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.