BerGenBio

Share Issue/Capital Change • Feb 20, 2020

BERGENBIO ASA - Resolution to carry out a share capital increase in connection with the Private Placement and the Subsequent Offering

BERGENBIO ASA - Resolution to carry out a share capital increase in connection with the Private Placement and the Subsequent Offering

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Bergen, 20 February 2020: Reference is made to the stock exchange announcement

dated 30 January 2020 by BerGenBio ASA (the "Company") regarding the

successfully placed private placement raising gross proceeds of NOK 219,875,724

(the "Private Placement") and the stock exchange announcement on 30 January 2020

relating to the subsequent offering and listing of up to 1,500,000 new shares,

each with a nominal value of NOK 0.10 (the "Offer Shares") at a subscription

price of NOK 18.00 per Offer Share (the "Subscription Price") to be carried out

by the Company (the "Subsequent Offering").

Reference is also made to the announcement made on 30 January 2020, where

BerGenBio ASA announced a Notice of Extraordinary General Meeting to be held on

20 February 2020 at 17:00 hours (CET) at the company's offices in

Møllendalsbakken 9, 5009 Bergen.

The Extraordinary General Meeting has resolved to increase the share capital of

the Company by NOK 674,018.20 by issuing 6,740,182 new shares in the Company in

tranche 2 of the Private Placement (the "Private Placement Shares").

Following registration of the new share capital in the Company and issuance of

the Private Placement Shares with the Norwegian Register of Business

Enterprises, which is expected to take place on or about 27 February 2020, the

Company will have an issued share capital of NOK 7,329,190.80 divided into

73,291,908 shares, each with a par value of NOK 0.10.

The Extraordinary General Meeting has also resolved to increase the share

capital by up to NOK 150,000 by issuing up to 1,500,000 offer shares in the

Subsequent Offering. The resolution is conditional on the Financial Supervisory

Authority of Norway's ("NFSA") approval of the prospectus prepared in connection

with the Subsequent Offering. It is expected that the Prospectus will be

approved by the NFSA on 25 February 2020, and that the subscription period in

the Subsequent Offering will commence at 09:00 (CET) on 26 February 2020 and end

at 16:30 (CET) on 11 March 2020.

Shareholders of the Company as of 29 January 2020, as registered in the

Company's shareholder register in the VPS on 31 January 2020, and who were not

allocated shares in the Private Placement will be granted non-transferable

subscription rights that, subject to applicable law, provide preferential rights

to subscribe for, and be allocated, shares in the Subsequent Offering.

The new shares in the Subsequent Offering will be allocated on or about 11 March

2020, and are expected to be delivered on or about 24 March 2020. Further

information on the Subsequent Offering is included in the Prospectus.

Arctic Securities AS and Carnegie AS (together the "Managers") are acting as

Joint Bookrunners and Managers for the Subsequent Offering.

Advokatfirmaet Thommessen AS is acting as the Company's legal adviser for the

Subsequent Offering.

***

For further information, please contact:

Richard Godfrey, CEO

richard.godfrey@bergenbio.com

+47 917 86 304

Rune Skeie, CFO

rune.skeie@bergenbio.com

+47 917 86 513

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 immune-evasive, therapy resistant cancers. The

company's proprietary lead candidate, bemcentinib, is a potentially first-in

-class selective AXL inhibitor in a broad phase II oncology clinical development

programme focused on combination and single agent therapy in lung cancer and

leukaemia. A first-in-class functional blocking AXL antibody, tilvestamab

(BGB149), and an AXL-ADC (ADCT-601) are undergoing phase I clinical testing. In

parallel, BerGenBio is developing a companion diagnostic test to identify those

patient populations most likely to benefit from bemcentinib: this is expected to

facilitate more efficient registration trials supporting a precision medicine

-based commercialisation strategy.

BerGenBio is based in Bergen, Norway with a subsidiary in Oxford, UK. The

company is listed on the Oslo Stock Exchange (ticker: BGBIO). www.bergenbio.com

***

- IMPORTANT INFORMATION -

This document is not an offer to sell or a solicitation of offers to purchase or

subscribe for shares. 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 information contained herein shall not constitute an

offer to sell or the solicitation of an offer to buy, in any jurisdiction in

which such offer or solicitation would be unlawful prior to registration,

exemption from registration or qualification under the securities laws of any

jurisdiction.

This communication may not be published, distributed or transmitted in or into

the United States, Canada, Australia, the Hong Kong Special Administrative

Region of the People's Republic of China, South Africa or Japan 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 of America or to U.S. persons (as defined in the U.S.

Securities Act of 1933, as amended (the "Securities Act")) or to publications

with a general circulation in the United States of America. This document is not

an offer for sale of securities in the United States. The securities referred to

herein have not been and will not be registered under the Securities Act, or the

laws of any state, and may not be offered or sold in the United States of

America absent registration under or an exemption from registration under

Securities Act. BerGenBio does not intend to register any part of the offering

in the United States. There will be no public offering of the securities in the

United States of America.

The information contained herein does not constitute an offer of securities to

the public in the United Kingdom. No prospectus offering securities to the

public will be published in the United Kingdom. This document is only being

distributed to and is only directed at (i) persons who are outside the United

Kingdom or (ii) to investment professionals falling within article 19(5) of the

Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the

"Order") or (iii) high net worth entities, and other persons to whom it 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"). The

securities are only available to, and any invitation, offer or agreement to

subscribe, purchase or otherwise acquire such securities will be engaged in only

with, relevant persons. Any person who is not a relevant person should not act

or rely on this document or any of its contents.

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. The expression "Prospectus

Regulation" means Regulation 2017/1129 as amended together with any applicable

implementing measures in any Member State.

Investing in securities involves certain risks.

This publication may contain specific forward-looking statements, e.g.

statements including terms like "believe", "assume", "expect", "forecast",

"project", "may", "could", "might", "will" or similar expressions. Such forward

-looking statements are subject to known and unknown risks, uncertainties and

other factors which may result in a substantial divergence between the actual

results, financial situation, development or performance of BerGenBio and those

explicitly or implicitly presumed in these statements. Against the background of

these uncertainties, readers should not rely on forward-looking statements.

BerGenBio assumes no responsibility to update forward -looking statements or to

adapt them to future events or developments.

This information is subject to the disclosure requirements pursuant to section 5

-12 of the Norwegian Securities Trading Act.

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