NRC GROUP ASA – Approval and Publication of Prospectus and Launch of Subsequent Offering

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.

Reference is made to the stock exchange announcement published by NRC Group ASA (the "Company") on 10 September 2024 regarding key information relating to a subsequent offering (the "Subsequent Offering") of up to 20,000,000 new shares in the Company (the "Offer Shares") at a subscription price of NOK 2.50 per Offer Share (the "Subscription Price"). The Subscription Price is equal to the subscription price in the private placement of new shares in the Company that was successfully completed on 10 September 2024 (the "Private Placement"), as further described in the stock exchange notice published by the Company on 10 September 2024.

The Company has resolved to proceed with the Subsequent Offering, which may raise total gross proceeds of up to NOK 50 million. The subscription period in the Subsequent Offering will commence at 09:00 (CEST) today, 24 October 2024, and end at 16:30 (CET) on 6 November 2024 (the "Subscription Period").

The Subsequent Offering will be directed towards existing holders of the Company's shares (the "Shares") as of 10 September 2024 (as registered in the Norwegian Central Securities Depositary, Euronext Securities Oslo (the "VPS") on 12 September 2024 (the "Record Date"), who (i) were not allocated new 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").

Each Eligible Shareholder will receive 0.82 non-tradeable subscription rights (the "Subscription Rights") for each Share held by such Eligible Shareholder in the Company as of the Record Date. Each Subscription Right will, subject to applicable securities laws, give the preferential right to subscribe for, and be allocated, one Offer Share in the Subsequent Offering, rounded down to the nearest whole share, and subject to adjustments in certain events. Over-subscription with Subscription Rights and subscription without Subscription Rights will be permitted, however there can be no assurance that Offer Shares will be allocated for such subscriptions.

The terms and conditions for the Subsequent Offering are set out in a prospectus approved by the Financial Supervisory Authority of Norway in connection with (i) the Subsequent Offering and (ii) the listing of 65,409,100 new shares issued in the Private Placement, which were settled in tranche 2 of the Private Placement on a separate ISIN (the "Tranche 2 Shares"). Upon publication of the Prospectus, the Tranche 2 Shares are tradable and listed on Euronext Oslo Børs under the ticker code 'NRC'.

Subscriptions for Offer Shares must be made in accordance with the procedures set out in the Prospectus. Subscription for Offer Shares may be made by submitting a correctly completed subscription form, attached as Appendix 1 to the Prospectus, to ABG Sundal Collier ASA or Danske Bank, Norwegian Branch (the "Managers") in accordance with the terms and conditions set out in the Prospectus. The Subscription Form and the Prospectus will, subject to regulatory restrictions in certain jurisdictions, be available at the Managers’ websites (https://www.abgsc.com/transactions and www.danskebank.no). Subscribers who are Norwegian residents with a Norwegian personal identification number (Nw.: fødsels- og personnummer) are encouraged to subscribe for Offer Shares through the Norwegian VPS' online subscription system (or by following the link on www.abgsc.com/transactions which will redirect the subscriber to the VPS online subscription system).

Allocation of the Offer Shares is expected to take place on or around 7 November 2024. Notifications of allocation of Offer Shares and the corresponding subscription amount to be paid by each subscriber are expected to be made available by the Managers on or about 8 November 2024. Assuming that payments from all subscribers are made when due, it is expected that the share capital increase will be registered in the Norwegian Register of Business Enterprises on or about 15 November 2024 and that the delivery of the Offer Shares will take place on or about 18 November 2024.

The Company reserves the right, in its sole discretion, to cancel the Subsequent Offering due to market conditions, including if the price of the Company's shares on Euronext Oslo Børs trade below the Offer Price in the Subsequent Offering.

This information is subject to a duty of disclosure pursuant to 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.