BerGenBio

Share Issue/Capital Change • Jun 23, 2023

BerGenBio ASA - Information about the Warrants issued in connection with the Rights Issue

BerGenBio ASA - Information about the Warrants issued in connection with the Rights Issue

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 STOCK EXCHANGE ANNOUNCEMENT.

Bergen 23 June 2023: Reference is made to the stock exchange announcement by

BerGenBio ASA (the "Company") on 22 June 2023 regarding the registration of new

share capital following completion of the rights issue raising gross proceeds of

NOK 250 million (the "Rights Issue"). The subscribers in the Rights Issue have

been allocated one warrant for every two Offer Shares allocated to them and paid

by them in the Rights Issue (the "Warrants").

The Rights Issue resulted in the issuance to subscribers in the Rights Issue of

1,249,999,617 Warrants, which will be listed and tradable on Oslo Stock Exchange

under the ticker code "BGBIS" for a period commencing today, 23 June 2023 and

ending at 16:30 (CEST) on 8 April 2024.

If all Warrants are exercised, the Company expects to raise additional between

NOK 125 million and NOK 162 million in gross proceeds. In the event that

Warrants are not exercised, the gross proceeds will be reduced corresponding to

the proportion of Warrants that are not exercised.

Each Warrant will give the holder a right to subscribe for one new share in the

Company 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).

The Warrants may be exercised during two exercise periods: (i) within the first

14 days after the Company's announcement of its Q3 2023 quarterly financial

report and (ii) from 1 April 2024 to 14 April 2024.

Exercise is carried out by written notification to the Company which must be

received by the Company by the expiry of the deadline. The notice shall include

the number of Warrants the holder has and how many of these are exercised.

Holders of Warrants may either sell the Warrants or use them to subscribe for

shares in the Company within the deadlines stated above. As such, the Warrants

may have a financial value for the holders, depending on the prevailing market

price for the shares in the Company. Holders of Warrants who do not sell or use

the Warrants to subscribe for shares in the Company will experience a dilution

of their shareholding in the Company, see Section 6.29 "Dilution" in the

prospectus for a further description of such dilutive effect.

If the Warrants are not sold within 16:30 (CEST) on 8 April 2024 or exercised

within 16:30 (CEST) on 14 April 2024, the Warrants will lapse with no

compensation to the holders.

For more information pertaining to the Warrants, please see the prospectus

prepared in connection with the Rights Issue, which is, subject to applicable

local securities laws, available at the websites of the Company

(www.bergenbio.com), Carnegie AS (www.carnegie.no/ongoing-prospectuses-and

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

For further information, please contact:

Martin Olin CEO, BerGenBio ASA

ir@bergenbio.com

Rune Skeie, CFO, BerGenBio ASA

rune.skeie@bergenbio.com

For information about the Rights Issue please contact 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 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. Any offering of the securities referred to in

this announcement has been made by means of a prospectus approved by the

Financial Supervisory Authority of Norway on 26 May 2023 and published by the

Company.

Investors should not subscribe for any securities referred to in this

announcement except on the basis of information contained in the aforementioned

prospectus, which is, subject to applicable local securities laws, available at

the websites of the Company (www.bergenbio.com), Carnegie AS

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

(www.arctic.com/secno/en/offerings).

This information is published pursuant to the requirements of the Continuing

Obligations.

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") or with any securities regulatory authority of any state or other

jurisdiction in the United States and may not be offered, sold, pledged or

otherwise transferred within the United States. 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 member state of the European Economic Area (each, an "EEA Member State"),

this communication is only addressed to and is only directed at qualified

investors in that EEA 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 expression "Prospectus

Regulation" means Regulation (EU) 2017/1129 as amended (together with any

applicable implementing measures in any EEA 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.

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. Actual

events may differ significantly from any anticipated development due to a number

of factors, including without limitation, changes in public sector investment

levels, changes in the general economic, political and market conditions in the

markets in which the Company operates, the Company's ability to attract, retain

and motivate qualified personnel, changes in the Company's ability to engage in

commercially acceptable acquisitions and strategic investments, and changes in

laws and regulation and the potential impact of legal proceedings and actions.

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.

Neither the Managers nor any of their 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 affiliates accepts any liability arising from the use

of this announcement.

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.