BerGenBio

Share Issue/Capital Change • Jan 29, 2020

BERGENBIO ASA - PRIVATE PLACEMENT SUCCESSFULLY PLACED

BERGENBIO ASA - PRIVATE PLACEMENT SUCCESSFULLY PLACED

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Bergen, 30 January 2020: Reference is made to the stock exchange announcement by

BerGenBio ASA (OSE:BGBIO) ("BerGenBio" or the "Company") on 29 January 2020

regarding a contemplated private placement of new shares in the Company (the

"Private Placement").

The Company is pleased to announce that the Private Placement has been

successfully placed, raising gross proceeds of NOK 219,875,724 through the

allocation of 12,215,318 new shares (the "Offer Shares") at a subscription price

of NOK 18.00 per share (the "Subscription Price"). The Private Placement, that

was over subscribed, took place through an accelerated book building process

after close of market on 29 January 2020.

Arctic Securities AS and Carnegie AS acted as Joint Bookrunners and H.C.

Wainwright & Co., LLC acted as Financial Advisor (together the "Managers") in

connection with the Private Placement. The Private Placement attracted strong

interest from existing shareholders and new institutional investors.

The Company intends to use the net proceeds from the Private Placement to

continue advancing its clinical trial programs with its lead candidate

bemcentinib in patients with Acute Myeloid Leukaemia (AML) and Non Small Cell

Lung Cancer (NSCLC), manufacturing scale-up of bemcentinib, biomarker and

companion diagnostic development, and phase 1b development of tilvestamab

(formerly BGB149), as well as for general corporate purposes.

The completion of the Private Placement by delivery of Offer Shares to the

applicants will be divided in two tranches. Applicants have been allocated Offer

Shares in Tranche 1 and 2 on a pro-rata basis based on their overall allocation

in the Private Placement, with the exception of Meteva AS which has agreed that

Offer Shares allocated to it shall be delivered solely in Tranche 2. Tranche 1

consists of 5,475,136 Offer Shares ("Tranche 1") and the issuance of the Offer

Shares in Tranche 1 was resolved by the Company's board of directors at a board

meeting held on 29 January 2020, based on the authorization granted to the board

of directors at the Company's annual general meeting held on 13 March 2019.

Tranche 2 consists of 6,740,182 Offer Shares ("Tranche 2") and is subject to

approval by the extraordinary general meeting of the Company to be held on 20

February 2020 (the "EGM") and the placement agreement entered into between the

Company and the Managers not being terminated by the Managers in accordance with

the terms thereof. The board of directors has resolved to summon an

extraordinary general meeting to be held on 20 February 2020. If Tranche 2 is

not completed (e.g. due to non-approval by the EGM), applicants will not be

delivered Offer Shares in Tranche 2 and the Company will hence not receive the

proceeds from Tranche 2.

Notification of allocation of the Offer Shares and payment instructions is

expected to be sent to the applicants through a notification from the Managers

on 30 January 2020.

The Offer Shares in Tranche 1 will be settled with existing and unencumbered

shares in the Company that are already listed on the Oslo Stock Exchange,

pursuant to a share lending agreement between Meteva AS as lender, Arctic

Securites AS (on behalf of the Managers) and the Company in order to facilitate

delivery of listed shares in the Company to investors delivery versus payment on

a T+2 basis. The shares in the Company delivered to the subscribers in Tranche 1

will thus be tradable immediately after delivery to the subscribers. Arctic

Securities AS will settle the share loan with the Offer Shares in Tranche 1 once

such shares are issued.

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

the Offer Shares in Tranche 1 with the Norwegian Register of Business

Enterprises, which is expected to take place on or about 5 February 2020, the

Company will have an issued share capital of NOK 6,655,172.60 divided into

66,551,726 shares, each with a par value of NOK 0.10.

The Offer Shares in Tranche 2 will be settled after the extraordinary general

meeting with existing and unencumbered shares in the Company that are already

listed on the Oslo Stock Exchange, pursuant to a share lending agreement between

Meteva AS as lender, Arctic Securites AS (on behalf of the Managers) and the

Company in order to facilitate delivery of listed shares in the Company to

investors on a delivery versus payment T+2 basis. The shares in the Company

delivered to the subscribers in Tranche 2 will thus be tradable immediately

after delivery to the subscribers. Arctic Securities AS will settle the share

loan with the Offer Shares in Tranche 2 once such shares are issued. The Offer

Shares re-delivered to Meteva AS in Tranche 2 will be issued on a separate ISIN

and will not be tradable on Oslo Børs until a listing prospectus has been

approved by the Norwegian Financial Supervisory Authority, expected late

February 2020.

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

of the Offer Shares in Tranche 2 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 following primary insiders have been allocated Offer Shares in the Private

Placement at a subscription price equal to the Subscription Price (with new

holding of shares in the Company in brackets):

Meteva AS 3,291,750 (19,750,500)

Gnist Holding AS (Richard Godfrey) 5,556 (221,005)

Completion of the Private Placement implies a deviation from the existing

shareholders' pre-emptive rights to subscribe for and be allocated new shares.

The board of directors of the Company has carefully considered such deviation

and has resolved that the Private Placement is in the best interests of the

Company and its shareholders. In reaching this conclusion the board of directors

has inter alia considered the implications of an underwritten rights issue given

the volatility and negative development in the Company's share price,

alternative financing sources, the dilutive effect of the share issue, the

Company´s need for additional liquidity and Subscription Price.

Subject to prevailing market price of the Company's shares being higher than the

Subscription Price in a period determined by the board of directors in its sole

discretion, the Company will carry out a subsequent offering of up to 1,500,000

new shares towards shareholders in the Company as of 29 January 2020 (as

registered in the Norwegian Central Securities Depository ("VPS") on 31 January

2020), who (i) were not allocated shares in the Private Placement, and (ii) 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. If carried out, the subscription price in the subsequent

offering will be the same as in the Private Placement and be conditional upon

approval by the extraordinary general meeting of the Company to be held on 20

February 2020 and the approval of a listing and offering prospectus by the

Norwegian Financial Supervisory Authority.

Advokatfirmaet Thommessen AS acts as legal advisor to the Company in connection

with the Private Placement. White & Case LLP and Advokatfirmaet BAHR AS are

acting as legal advisors to the Managers in connection with the Private

Placement. 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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distribution channels).