BerGenBio

Share Issue/Capital Change • Apr 2, 2024

BerGenBio ASA: Commencement of the last exercise period for warrants issued in connection with rights issue

BerGenBio ASA: Commencement of the last exercise period for warrants issued in connection with rights issue

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA,

JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH

RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES

NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN. PLEASE SEE

THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

Bergen, Norway, 2 April 2024 - Reference is made to the stock exchange

announcement from BerGenBio ASA (the "Company") dated 14 June 2023 regarding the

final results of the rights issue of 2,500,000,000 new shares in the Company

(the "Offer Shares"), raising gross proceeds of NOK 250 million (the "Rights

Issue"), and the allocation and issuance to subscribers in the Rights Issue of

one warrant for every two Offer Shares allocated to them and paid by them in the

Rights Issue (the "Warrants").

As announced on 14 June 2023, the Company issued 1,249,999,617 Warrants. The

Warrants are listed and tradable on the Oslo Stock Exchange from 23 June 2023 to

16:30 hours (CEST) on 8 April 2024 under the ticker code "BGBIS". Each Warrant

gives the holder a right to subscribe for one new share in the Company at an

exercise price per share as described below during two exercise periods (such

new shares jointly the "New Shares). The first exercise period ended on 28

November 2023. Reference in this regard is made to stock exchange announcements

published by the Company in connection with the first exercise period.

The last exercise period for the Warrants will commence today, on 2 April 2024

at 09:00 (CEST).

Carnegie AS and Arctic Securities AS are acting as managers in connection with

exercise of Warrants (jointly the "Managers").

Exercise periods

As previously announced, including in a stock exchange announcement published by

the Company on 15 November 2023 in connection with the commencement of the first

exercise period, the Warrants may be exercised during the following two exercise

periods: (i) from 15 November 2023 to 28 November 2023 at 16:30 hours (CET), or

(ii) from 2 April 2024 to 15 April 2024 at 16:30 hours (CEST). Any Warrants to

be exercised in the last exercise period will have to be registered on the VPS

account of the subscriber on 15 April 2024.

Warrants that are not exercised before the expiry of the last exercise period on

15 April 2024 at 16:30 (CEST) or not sold before 16:30 (CEST) on 8 April 2024

will have no value and will lapse without compensation to the holder.

Holders of Warrants who do not exercise their Warrants to subscribe for New

Shares will experience a dilution of their shareholding in the Company. See

Section 6.29 "Dilution" in the Company's prospectus dated 26 May 2023 and

Section 6.8 "Dilution" in the Company's prospectus dated 7 December 2023 (the

"Prospectuses") for a further description of such dilutive effect.

The Prospectuses are, subject to applicable local securities laws, available at

the websites of the Company (www.bergenbio.com/investors/investor

-relations/warrants), Carnegie AS (www.carnegie.no/ongoing-prospectuses-and

-offerings/) and Arctic Securities AS (www.arctic.com/offerings).

Number of New Shares and exercise price per New Share

Each Warrant gives the holder a right to subscribe for one New Share at an

exercise price per share equal to the volume-weighted average price (VWAP) of

the Company's shares on the Oslo Stock Exchange in the three last trading days

prior to the first date on which the holder can exercise the Warrant in each

exercise period less 30%, but in any event (i) not lower than the nominal value

(NOK 0.10) and (ii) not exceeding the subscription price in the Rights Issue

plus 30% (i.e. NOK 0.13).

Based on the criteria above, the exercise price per New Share in the last

exercise period (2 April 2024 to 15 April 2024) is NOK 0.1255. Reference is made

to Company's stock exchange announcement published on 27 March 2024.

Exercise procedure

Warrants are exercised through the submission of a duly completed exercise form

for the Warrants (the "Exercise Form") to one of the Managers at the address or

email address set out in the prospectus dated 26 May 2023 and the Exercise Form,

or electronically through the VPS online subscription system, during the last

exercise period for the Warrants ending 15 April 2024. The Exercise Form can be

found at the websites of the Company

(https://www.bergenbio.com/investors/investor-relations/warrants), Carnegie AS

(www.carnegie.no/ongoing-prospectuses-and-offerings/) and Arctic Securities AS

(www.arctic.com/offerings). By completing and submitting an Exercise Form, the

holder of the relevant Warrants irrevocably undertakes to acquire a number of

New Shares equal to the number of Warrants exercised at the relevant exercise

price.

Payment for and delivery of New Shares

Notifications of allocated New Shares and the corresponding aggregate exercise

price to be paid by each subscriber are expected to be distributed in a letter

from the VPS after the end of the last exercise period, on or about 16 April

2024. Payment for the New Shares allocated to the subscriber after the end of

the last exercise period falls due on 19 April 2024 in accordance with the

payment procedures described in the Exercise Form.

Subject to timely payment of the exercise price for the New Shares on 19 April

2024, the Company expects that the share capital increase pertaining to the

exercise of Warrants will be registered with the Norwegian Register of Business

Enterprises on or about 23 April 2024 and that the New Shares will be delivered

to the VPS accounts of the subscribers to whom they are allocated on or about 24

April 2024.

The New Shares may not be transferred or traded before they are fully paid and

the share capital increase pertaining to the exercise of Warrants has been

registered with the Norwegian Register of Business Enterprises.

A subscriber's default in timely payment of the exercise price for the New

Shares subscribed by such subscriber will result in that the New Shares

subscribed will not be issued and the Warrants exercised will be forfeited and

will not give a right to subscribe New Shares.

Financial intermediaries

If Warrants are registered through a financial intermediary, the financial

intermediary will customarily give the holder details of the aggregate number of

Warrants which it is entitled to exercise. The relevant financial intermediary

will customarily supply each holder of Warrants with this information in

accordance with its usual customer relations procedures. Holders of Warrants

through a financial intermediary should contact the financial intermediary if

they have received no information with respect to the Warrants.

Listing and commencement of trading in the New Shares

The New Shares issued upon exercise of Warrants will be listed on the Oslo Stock

Exchange under ISIN NO 001 0650013 and ticker code "BGBIO". The New Shares will

be listed as soon as the New Shares are fully paid, the share capital increase

pertaining to the New Shares has been registered in the Norwegian Register of

Business Enterprises and the New Shares have been issued in the VPS.

The New Shares are expected to be tradable on the Oslo Stock Exchange from the

time the share capital increase pertaining to the New Shares has been registered

in the Norwegian Register of Business Enterprises.

For further information, please contact:

Martin Olin CEO, BerGenBio ASA

ir@bergenbio.no

Rune Skeie, CFO, BerGenBio ASA

rune.skeie@bergenbio.com

Media Relations

Jan Lilleby

jl@lillebyfrisch.no

For information about the Warrants please contact one of the Managers:

Arctic Securities AS, tel.: + 47 21 01 30 40

Carnegie AS, tel.: +47 22 00 93 40

About BerGenBio ASA

BerGenBio is a clinical-stage biopharmaceutical company focused on developing

transformative drugs targeting AXL as a potential cornerstone of therapy for

aggressive diseases, including cancer and severe respiratory infections. The

Company is focused on its proprietary lead candidate bemcentinib a potentially

first-in-class selective AXL inhibitor in development for STK11 mutated NSCLC

and severe respiratory infections. BerGenBio is based in Bergen, Norway with a

subsidiary in Oxford, UK. The Company is listed on the Oslo Stock Exchange

(ticker: BGBIO). For more information, visit www.bergenbio.com.

- IMPORTANT INFORMATION -

This announcement does not constitute an offer of securities for sale or a

solicitation of an offer to purchase securities of the Company in the United

States or any other jurisdiction. The securities of the Company may not be

offered or sold in the United States absent registration or an exemption from

registration under the U.S. Securities Act of 1933, as amended (the

"U.S.Securities Act"). The securities of the Company have not been, and will not

be, registered under the U.S. Securities Act. Any sale in the United States of

the

securities mentioned in this communication will be made solely to "qualified

institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No

public offering of the securities will be made in the United States.

This announcement has been prepared on the basis that any offer of securities in

any Member State of the European Economic Area, other than Norway, which has

implemented the Prospectus Regulation (EU) (2017/1129, as amended, the

"Prospectus Regulation") (each, a "Relevant Member State") will be made pursuant

to an exemption under the Prospectus Regulation, as implemented in that Relevant

Member State, from the requirement to publish a prospectus for offers of

securities. Accordingly any person making or intending to make any offer in that

Relevant Member State of securities which are the subject of the offering

contemplated in this announcement, may only do so in circumstances in which no

obligation arises for the Company or any of the Managers to publish a prospectus

pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus

pursuant to Article 16 of the Prospectus Regulation, in each case, in relation

to such offer.

In the United Kingdom, this announcement is only addressed to and is only

directed at Qualified Investors who (i) are 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) are persons falling

within Article 49(2)(a) to (d) of the Order (high net worth companies,

unincorporated associations, etc.) (all such persons together being referred to

as "Relevant Persons"). This announcement are directed only at Relevant Persons

and must not be acted on or relied on by persons who are not Relevant Persons.

Any investment or investment activity to which this announcement relates

is available only to 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.

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 "anticipate", "believe",

"continue", "estimate", "expect", "intends", "may", "should", "will" 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 believes 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 its 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 information, opinions and forward-looking

statements contained in this announcement speak only as at its date, and are

subject to change without notice.

This announcement is made by and, and is the responsibility of, the Company. The

Managers are acting exclusively for the Company and no one else and will not be

responsible to anyone other than the Company for providing the protections

afforded to their respective clients, or for advice in relation to the contents

of this announcement or any of the matters referred to herein.

Neither the Managers nor any of their respective affiliates makes any

representation as to the accuracy or completeness of this announcement and none

of them accepts any responsibility for the contents of this announcement or any

matters referred to herein.

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. Neither the

Managers nor any of their respective affiliates accepts any liability arising

from the use of this announcement. Any offering of the securities referred to in

this announcement will be made by means of a prospectus.

This announcement is an advertisement and is not a prospectus for the purposes

of the Prospectus Regulation. Investors should not subscribe for any securities

referred to in this announcement except on the basis of information contained in

the Prospectus dated 26 May 2023 and stock exchange announcements published in

connection with the Rights Issue and the Warrants. Copies of the Prospectus is

available from the Company's registered office and, subject to certain

exceptions, on the websites of the Company (www.bergenbio.com/investors/investor

-relations/warrants), Carnegie (www.carnegie.no/ongoing-prospectuses-and

-offerings/) and Arctic Securities AS (www.arctic.com/offerings).

Each of the Company, the Managers and their respective affiliates expressly

disclaims any obligation or undertaking to update, review or revise any

statement contained in this announcement whether as a result of new information,

future developments or otherwise.

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 information is published in accordance with the requirements of the

Continuing Obligations.