NRC Group — Share Issue/Capital Change 2024

Sep 10, 2024

NRC Group ASA: Contemplated private placement

NRC Group ASA: 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 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.

10 September 2024: NRC Group ASA ("NRC" or the "Company") has retained ABG

Sundal Collier ASA and Danske Bank, Norwegian Branch as joint bookrunners and

managers (the "Managers") to advise on and effect a private placement of new

ordinary shares in the Company (the "Offer Shares") to raise gross proceeds of

approximately NOK 200 million (the "Private Placement").

The subscription price per Offer Share in the Private Placement (the

"Subscription Price") is NOK 2.5 per Offer Share. The net proceeds from the

Private Placement will be used to strengthen the liquidity position, to mitigate

potential impact of ETM and support the new strategic roadmap.

The bookbuilding period in the Private Placement will commence today, 10

September 2024 at 16:30 CEST and close on 11 September 2024 at 08:00 CEST (the

"Bookbuilding Period"). The Company and the Managers reserve the right, at their

sole discretion, to extend or shorten the bookbuilding period at any time and

for any reason on short or without notice. If the Bookbuilding Period is

extended or shortened, the dates referred to herein might be changed

accordingly. Notification of conditional allotment will be sent to applicants by

the Managers on or about 11 September 2024, subject to any shortening or

extensions of the Bookbuilding Period.

VR-Yhtymä Oy, owning 18.3% of the Company's shares, has pre-committed to

subscribe for Offer Shares for its pro-rata share in the Private Placement.

The following primary insiders have pre-committed to subscribe for Offer Shares

in the Private Placement as follows:

· 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

The Private Placement is directed towards investors subject to applicable

exemptions from relevant prospectus requirements and other filing requirements

(i) outside the United States (the "US") in reliance on Regulation S under the

US Securities Act of 1933, as amended, (the "US Securities Act") and (ii) in the

US only to persons reasonably believed to be "qualified institutional buyers"

("QIBs") as defined in Rule 144A under the US Securities Act. Applicable selling

restrictions will apply. The minimum application amount has been set to the NOK

equivalent of EUR 100,000. However, the Company may, at its sole discretion,

offer and allocate Offer Shares for an amount below the NOK equivalent of EUR

100,000 in the Private Placement to the extent applicable exemptions from

prospectus requirements pursuant to applicable regulations, including the

Norwegian Securities Trading Act and Regulation (EU) 2017/1129 and ancillary

regulations, are available.

Allocation of Offer Shares will be made after the expiry of the Bookbuilding

Period, at the sole discretion of the Board, in consultation with the Managers.

Allocation will be based on criteria such as (but not limited to) existing

ownership in the Company, pre-commitments, perceived investor quality,

timeliness of the application, early indication, relative order size, sector

knowledge, investment history and investment horizon. The Board and the Managers

reserve the right, at their sole discretion, to reject and/or reduce any orders,

in whole or in part. The Board and the Managers further reserve the right, at

their sole discretion, to take into account the creditworthiness of any

applicant. There is no guarantee that any potential investor will be allocated

Offer Shares.

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").

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 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. 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.

Subject to, inter alia, successful completion of the Private Placement and the

Board being granted the necessary authorization by the EGM, the Board may

consider to carry out a subsequent offering of new shares in the Company

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. Such

shareholders will be granted non-transferable preferential rights to subscribe

for, and, upon subscription, be allocated new shares. The subscription price in

such subsequent offering will be the same as the Subscription Price in the

Private Placement.

The Company reserves the right, at any time and for any reason, to cancel,

and/or modify the terms of, the Private Placement prior to the Conditions having

been met. Neither the Company nor the Managers or any of their directors,

officers, employees, representatives, or advisors will be liable for any losses

if the Private Placement is cancelled or modified, irrespective of the reason

for such cancellation or modification. The Board has considered the structure of

the contemplated capital raise in light of the equal treatment obligations under

the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act

and 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 is of the opinion that the proposed Private Placement is in

compliance with these requirements. By structuring the transaction as a private

placement, the Company will be in a position to raise capital in an efficient

manner, with a lower discount to the current trading price and with

significantly lower completion risks compared to a rights issue. On this basis

and based on an assessment of the current equity markets, the Board has

considered the Private Placement to be in the common interest of the Company and

its shareholders. As a consequence of the private placement structure, the

shareholders' preferential rights to subscribe for the Offer Shares will be

deviated from.

ABG Sundal Collier ASA and Danske Bank, Norwegian Branch acts as joint

bookrunners and managers in the Private Placement. Advokatfirmaet Schjødt AS is

acting as the Company's legal advisor.

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, and was published by

Charlotte Krog, Communications, NRC Group ASA, on the date and time provided.

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.