BerGenBio

Share Issue/Capital Change • Apr 2, 2024

BerGenBio ASA secures underwriting of NOK 118 million gross proceeds representing minimum 80% exercise of the remaining Warrants, providing funding into 2H 2025

BerGenBio ASA secures underwriting of NOK 118 million gross proceeds representing minimum 80% exercise of the remaining Warrants, providing funding into 2H 2025

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED

STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE

PEOPLE'S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE

DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.

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"). In connection with the last exercise period 2 -

15 April 2024, the Company has entered into underwriting agreements covering 80%

of the remaining Warrants.

Certain of the ten largest Warrant holders have pre-committed, in whole or in

part, the exercise of their remaining Warrants which together with underwriting

from external investors being Munkekullen förvaltning 5 AB and Buntel AB

(hereafter collectively referred to as the "Underwriters") will secure gross

proceeds equal to the exercise of 80% of the remaining Warrants. The Company's

two largest Warrant holders, Meteva AS and Investinor Direkte AS, have pre

-committed to exercise 175,298,805 and 107,215,810 Warrants, respectively.  The

pre-commitment and the underwriting will secure minimum gross proceeds of NOK

118 million from the last Warrants exercise period, 2 - 15 April 2024. If all

remaining Warrants are exercised the total gross proceeds will be NOK 148

million.

The pre-commitments and underwriting do not impact any Warrant holders' ability

to exercise their Warrants in the last exercise period 2 - 15 April 2024.

The net proceeds from the Warrants exercise will be used to further advance the

Company's strategy for non-small cell lung cancer ("NSCLC"), severe respiratory

infections and general corporate purposes and will fund the Company's planned

activities into 2H 2025.

Arctic Securities AS and Carnegie AS have been engaged as managers for the

Rights Issue and Warrants exercise (the "Managers"). Advokatfirmaet Thommessen

AS is acting as legal advisor to the Company in connection with the Rights Issue

and Warrants exercise.

Underwriting

Pursuant to, and subject to, the terms and conditions of the underwriting

agreements between the Company and the Underwriters (the "Underwriting

Agreements"), the Underwriters have undertaken to underwrite gross proceeds of

NOK 118 million (the "Total Underwriting Obligation"). Any exercise of Warrants

from other Warrants holders will reduce the underwriting commitment from the

external underwriters but will not affect the pre-commitments from existing

Warrant holders to exercise Warrants. Any shares issued to the external

underwriters to the extent their underwriting obligations become triggered will

be made by way of a directed share issue by use of the authorisation to the

Board of Directors of the Company to increase the share capital granted by the

by the Annual General Meeting on 22 May 2023 (the "Board Authorisation").

Each Underwriter will be entitled to an underwriting fee of 12% of its

respective underwriting or Warrant exercise obligation. The underwriting fee

will be settled in 113,456,921 new shares in the Company issued at the exercise

price of the Warrants, NOK 0.1255 per share. The fee shares will be issued under

the Board Authorisation. The selection of existing Warrants holders who have

been invited to underwrite has been based on objective criteria.

For further information, please contact:

Martin Olin CEO, BerGenBio ASA

ir@bergenbio.com

Rune Skeie, CFO, BerGenBio ASA

rune.skeie@bergenbio.com

Investor Relations / Media Relations

Jan Lilleby

jl@lillebyfrisch.no

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation (MAR) and is subject to the disclosure requirements

pursuant to MAR article 17 and section 5-12 of the Norwegian Securities Trading

Act.

This stock exchange announcement was published by Rune Skeie, CFO on 2 April

2024 at 07:55 CEST on behalf of the Company.

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. Copies of this document may not be sent to

jurisdictions, or distributed in or sent from jurisdictions, in which this is

barred or prohibited by law. 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.

Any offering of the securities referred to in this announcement will be made by

means of the Prospectus. This announcement is an advertisement and is not a

prospectus for the purposes of Regulation (EU) 2017/1129 of the European

Parliament and of the Council of 14 June 2017 on prospectuses to be published

when securities are offered to the public or admitted to trading on a regulated

market, and repealing Directive 2003/71/EC (as amended) as implemented in any

EEA Member State (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. Copies of the Prospectus will,

following publication, be available from the Company's registered office and,

subject to certain exceptions, on the websites of the Managers.

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.

In the United Kingdom, this communication 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"). These materials 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.

This document is not for publication or distribution in, directly or indirectly,

Australia, Canada, Japan, the United States or any other jurisdiction in which

such release, publication or distribution would be unlawful, and it does not

constitute an offer or invitation to subscribe for or purchase any securities in

such countries or in any other jurisdiction. In particular, the document and the

information contained herein should not be distributed or otherwise transmitted

into the United States or to publications with a general circulation in the

United States of America.

The Managers are acting for the Company in connection with the Rights Issue 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 providing

advice in relation to the Rights Issue or any transaction or arrangement

referred to in this announcement.

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 is the

responsibility of, the Company. 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. No reliance may be

placed for any purpose on the information contained in this announcement or its

accuracy, fairness or completeness. Neither the Managers nor any of their

respective affiliates accepts any liability arising from the use of this

announcement.