Approved Prospectus and Commencement of the Subsequent Offering

 
Reference is made to the stock exchange announcement 
by NRC Group ASA (the "Company" or "NRC") on 22 June 
2015 regarding the completed Private Placement, and 
on 10 August 2015 regarding the minutes from an 
extraordinary general meeting which included, among 
other resolutions, the approval of the subsequent 
offering of new shares by the Company 
(the "Subsequent Offering").
 
The Financial Supervisory Authority of Norway has 
approved a prospectus prepared by the Company 
covering the following:
 
Listing of up to 5,281,481 new shares, out of which 
3,111,111 shares have been issued in a private 
placement, up to 1,800,000 shares to be issued in 
connection with the acquisitions of Litz Entreprenad 
AB and Elektrobyggnad Sverige AB and up to 370,370 
shares to be issued in connection with the 
Subsequent Offering (the "Offer Shares"), all with a 
nominal value of NOK 1 per share.
 
The Subsequent Offering comprises an offering of up 
to 370,370 offer shares at a subscription price of 
NOK 27, corresponding to gross proceeds of up to 
approximately NOK 10 million. The Subsequent 
Offering will be directed towards the Company's 
shareholders as of close of the Oslo Stock Exchange 
on 19 June 2015, as registered in the Norwegian 
Central Security Depository (VPS) on 23 June 2015 
(the "Record Date"), who were not invited to 
participate in the Private Placement and who 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 and who were not invited to 
participate in the Private Placement.
 
Each Eligible Shareholder will be granted non-
tradable subscription rights providing a 
preferential right to subscribe for and be allocated 
Offer shares in the Subsequent Offering. The Company 
will issue 0.0188 Subscription Rights per 1 (one) 
Share held in the Company on the Record Date. The 
number of subscription rights will be rounded down 
to the nearest whole Subscription Right. Each 
Subscription Right grants the owner the right to 
subscribe for and be allocated one (1) Offer Share 
in the Subsequent Offering. Over-subscription and 
subscription without Subscription Rights is 
permitted; however, there can be no assurance that 
Offer Shares will be allocated for such 
subscriptions as allocations for over-subscriptions 
(if any) will be made at the discretion of the Board 
of Directors. If allocations for over-subscriptions 
are done, ordinary pro rata principles will apply.
 
The Subscription Period for the Subsequent Offering 
is from and including 11 August 2015 to 18 August 
2015 at 16:30 hours (CET).  Please note that 
subscription rights that are not used to subscribe 
for Offer Shares before the end of the Subscription 
Period will lapse without compensation and 
consequently be of no value.
 
The Subsequent Offering is managed by Carnegie AS 
and DNB Markets.
 
The Prospectus together with the Subscription Form 
will be available from 11 August 2015 at 
www.nrcgroup.no, www.carnegie.no and 
www.dnb.no/emisjoner, and will also be available 
free of charge at the business offices of the 
Company, Carnegie and DNB Markets.  Norwegian 
investors with a VPS account can in addition 
subscribe for Offer Shares online at www.carnegie.no 
or www.dnb.no/emisjoner. 
 
This information is subject of the disclosure 
requirements pursuant to section 5-12 of the 
Norwegian Securities Trading Act.
 
For further information, please contact:
 
Carnegie AS
Tel: +47 22 00 93 60
 
DNB Markets
Tel: +47 23 26 81 01

* * * * *
 
Important information:
 
The release is not for publication or distribution, 
in whole or in part directly or indirectly, in or 
into Australia, Canada, Japan or the United States 
(including its territories and possessions, any 
state of the United States and the District of 
Columbia).
 
This release is an announcement issued pursuant to 
legal information obligations, and is subject of the 
disclosure requirements pursuant to section 5-12 of 
the Norwegian Securities Trading Act. It is issued 
for information purposes only, and does not 
constitute or form part of any offer or solicitation 
to purchase or subscribe for securities, in the 
United States or in any other jurisdiction.  The 
securities mentioned herein have not been, and will 
not be registered under the United States Act of 
1933, as amended (the "Securities Act").  The 
Securities may not be offered or sold in United 
States except pursuant to an exemption from the 
registration requirements of the Securities Act.  
The Company does not intend to register any portion 
of the offering of the securities in the United 
States or to conduct a public offering of the 
securities in United States.  Copies of this 
announcement are not being made and may not be 
distributed or sent into Australia, Canada, Japan or 
the United States.  The 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 
assumes 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 violation of the securities laws of any 
such jurisdiction.  The Managers are acting for the 
Company and no one else in connection with the 
Subsequent Offering and will not be responsible to 
anyone other than the Company for providing the 
protections afforded to their respective clients or 
for providing advice in relation to any other matter 
referred to in this release.
 
Forward-looking statements:
 
This release and any materials distributed in 
connection with this release may contain certain 
forward-looking statements.  By their nature, 
forward-looking statements involve risk and 
uncertainty because they reflect the Company's 
current expectations and assumptions as to future 
events and circumstances that may not prove 
accurate.  A number of material factors could cause 
actual results and developments to differ materially 
from those expressed or implied by these forward-
looking statements.