BerGenBio

Share Issue/Capital Change • Nov 30, 2023

BerGenBio ASA - Final results for the first exercise period for warrants issued in connection with rights issue

BerGenBio ASA - Final results for the first exercise period for warrants issued in connection with 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 30 November 2023 - Reference is made to the stock exchange announcement

published by BerGenBio ASA (the "Company") on 29 November 2023 regarding the

preliminary results for the first exercise period for the 1,249,999,617 warrants

(the "Warrants") issued in connection with the rights issue raising gross

proceeds of NOK 250 million (the "Rights Issue").

The first exercise period for the Warrants expired at 16:30 hours (CET) on 28

November 2023. At the expiry of the first exercise period, 68,156,682 Warrants

were exercised, resulting in an aggregate subscription of 68,156,682 new shares

in the Company ("New Shares") to the subscribers at a subscription price of NOK

0.13 per New Share, raising gross proceeds of approximately NOK 8.9 million.

The final allocation of the New Shares has now been completed resulting in the

Company allocating a total of 68,156,682 New Shares to investors holding

Warrants.

Notifications of allocated New Shares and the corresponding aggregate exercise

price to be paid by each subscriber are expected to be distributed today, on 29

November 2023.

Payment for the allocated New Shares falls due on 5 December 2023.

The New Shares may not be transferred or traded before (i) they have been fully

paid, (ii) the share capital increase pertaining to the New Shares has been

registered with the Norwegian Register of Business Enterprises (Nw.

Foretaksregisteret), (iii) the New Shares have been issued in the VPS, and (iv)

the Company has published a prospectus in relation to the listing of the New

Shares approved by the Norwegian Financial Supervisory Authority (the "NFSA")

(the "Listing Prospectus").

The New Shares will, if required, be placed on a separate ISIN pending

publication of the Listing Prospectus until they are listed. The Listing

Prospectus will be published on the Company's web site once it has been approved

by the NFSA, which is expected to be on or about 7 December 2023.

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

time the Company has published the Listing Prospectus approved by the NFSA.

For further information, please contact:

Martin Olin CEO, BerGenBio ASA

ir@bergenbio.com

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

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

Market Abuse Regulation and is subject to the disclosure requirements pursuant

to section 5-12 the Norwegian Securities Trading Act.

This stock exchange announcement was published by Rune Skeie, CFO at BerGenBio

ASA on 30 November 2023 at 17:30 hours (CET) 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. 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), (Carnegie

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

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