APPROVED PROSPECTUS AND COMMENCEMENT OF SUBSEQUENT OFFERING

Oslo, 7 December 2015

Reference is made to the stock exchange announcement 
by NRC Group ASA (the "Company" or "NRC") on 10 
November 2015 regarding a completed private placement 
(the "Private Placement"), and on 2 December 2015 
containing the minutes from an extraordinary general 
meeting which included, amongst other resolutions, the 
approval of a subsequent repair 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 
listing of 1,605,000 shares which have been issued in 
tranche 2 of the Private Placement, 2,480,250 shares 
which have been issued in connection with the 
acquisition of Segermo Entreprenad Aktiebolag and the 
offering and listing of up to 375,000 shares to be 
issued in connection with the Subsequent Offering, all 
with a nominal value of NOK 1 per share.
 
The Subsequent Offering comprises an offering of up to 
375,000 shares at a subscription price of 
NOK 40 per share, corresponding to gross proceeds of 
up to approximately NOK 15 million. The Subsequent 
Offering will be directed towards the Company's 
shareholders as of close of trading on the Oslo Stock 
Exchange on 9 November 2015, as registered in the 
Norwegian Central Security Depository (VPS) on 11 
November 2015 (the "Record Date"), 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 allocated shares in 
the Private Placement (the "Eligible Shareholders").
 
Eligible Shareholders will be granted non-tradable 
subscription rights (the "Subscription Rights") 
providing a preferential right to subscribe for and be 
allocated shares in the Subsequent Offering. The 
Company will issue 0.0639 Subscription Rights for each 
share held in the Company on the Record Date. The 
number of Subscription Rights allocated to each 
Eligible Shareholder 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) share in the Subsequent Offering. 
Over-subscription and subscription without 
Subscription Rights is permitted.
 
The subscription period in the Subsequent Offering 
will commence on 7 December 2015 and expire on 18 
December 2015 at 16:30 CET.  Please note that 
Subscription Rights that are not used to subscribe for 
shares before the end of the subscription period will 
lapse without compensation and consequently be of no 
value.
 
The Subsequent Offering is managed by Arctic 
Securities AS, Carnegie and DNB Markets.
 
The prospectus together with the subscription form 
will be available from 7 December 2015 at 
www.nrcgroup.no, www.arcticsec.no, www.carnegie.no and 
www.dnb.no/emisjoner, and will also be available free 
of charge at the business offices of the Company, 
Arctic Securities, Carnegie and DNB Markets.  
Norwegian investors with a VPS account can in addition 
subscribe for shares online at www.arcticsec.no, 
www.carnegie.no or www.dnb.no/emisjoner. 
 
For further information, please contact:
 
Arctic Securities AS
Tel: +47 21 01 30 40

Carnegie
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.