BerGenBio

Share Issue/Capital Change • Apr 25, 2023

BerGenBio ASA: Proposed partially underwritten rights issue

BerGenBio ASA: Proposed partially underwritten 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 ANNOUNCEMENT

Bergen, 25 April 2023: The board of directors of BerGenBio ASA (the "Company")

has today, subject to approval by the Annual General Meeting (the "AGM") on 22

May 2023, resolved to carry out a rights issue of shares (the "New Shares") with

preferential subscription rights for existing shareholders (the "Rights Issue")

to raise gross proceeds of up to NOK 250 million. Subscribers in the Rights

Issue will for every two New Shares allocated and subscribed receive one warrant

to subscribe for one new share in the Company (the "Warrants"). Subsequent

exercise of Warrants will increase the gross proceeds to the Company.

Certain existing shareholders and external investors (jointly the

"Underwriters") have underwritten NOK 175 million of the Rights Issue and

certain existing shareholders have pre-committed to subscribe, including Meteva

AS and Investinor AS which have pre-committed to subscribe for NOK 65 million

and NOK 17.5 million respectively, which is included in the underwriting amount

of NOK 175 million. In addition, management and board members in the Company

will subscribe for New Shares in the Rights Issue with an aggregate subscription

price of at least NOK 0.5 million.

The net proceeds from the Rights Issue and exercised Warrants will be used to

further advance the Company's strategy for non-small cell lung cancer ("NSCLC"),

severe respiratory infections and general corporate purposes. After assessing

the significant drop in hospitalizations attributed to COVID-19 during the 2022

-23 winter season, the EU-SolidAct Trial Steering Committee in accordance with

the Company has decided to pause the trial until a potential acceleration in

COVID-19 hospitalizations warrant further evaluation ofbemcentinibin this

population.

Notice of the AGM, including proposed resolutions regarding the Rights Issue, is

expected to be sent to the shareholders on 28 April 2023.

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

Rights Issue (the "Managers"). H.C. Wainwright & Co. acted as financial advisor

to the Company. Advokatfirmaet Thommessen AS is acting as legal advisor to the

Company in connection with the Rights Issue.

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 on a pro-rata basis (not jointly)

to underwrite an aggregate subscription amount in the Rights Issue of NOK 175

million (the "Total Underwriting Obligation"), subject to potential reduction

for Meteva AS described below. Any New Shares subscribed in the Rights Issue

will reduce the underwriting commitment of the Underwriters but not pre

-commitments from existing shareholders.

Each Underwriter is entitled to an underwriting fee of 12% of its respective

underwriting obligation, to be settled in cash or new shares in the Company

issued at the subscription price in the Rights Issue, or through a combination

of cash and new shares, at the Underwriter's election. The selection of

shareholders who have been invited to underwrite has been based on objective

criteria.

The Underwriters have undertaken to vote any shares held by them at the time of

the AGM in favour of the Rights Issue.

Meteva AS' underwriting and pre-commitment to subscribe for New Shares are

limited such that Meteva AS' holding of shares in the Company shall not exceed

1/3, and any remaining underwriting and pre-commitment shall be satisfied in the

form of a convertible loan from Meteva AS. Such convertible loan shall be

convertible into new shares in the Company at a conversion price equal to the

subscription price in the Rights Issue and otherwise on terms similar to those

in the existing loan agreement between the Company and Meteva AS announced

through the Company's stock exchange announcement dated 25 October 2022 (the

"Meteva Loan").

Subscription price, subscription rights, Warrants and proceeds

The subscription price for the New Shares to be issued in the Rights Issue, and

thus the exact number of New Shares and the exact amount of the share capital

increase, will be proposed by the board of directors, based on a recommendation

from the Managers, the day prior to the AGM. Pursuant to the Underwriting

Agreements, the subscription price in the Rights Issue shall be the theoretical

ex rights price (TERP) based on the volume-weighted average price (VWAP) of the

Company's shares on the Oslo Stock Exchange the three trading days prior to the

AGM, less a discount of at least 37.5%. The board of directors' resolution in

this respect will be announced through a stock exchange announcement on the day

prior to the AGM and be reflected in the final proposed resolution to the AGM.

Pursuant to section 10-4 of the Norwegian Public Limited Companies Act, the

shareholders of the Company at the date of the AGM, and who are not resident in

a jurisdiction where such offering would be unlawful or, (in jurisdictions other

than Norway) require any prospectus, filing, registration or similar action,

will be granted a preferential right to subscribe for and be allocated the New

Shares in proportion to the number of shares in the Company they own as of that

date, and will according to the board of directors' proposal receive

subscription rights proportionate to their existing shareholding as registered

in the Company's shareholder register in the Norwegian Central Securities

Depository (the VPS) at the expiry of 24 May 2023. Provided that a purchase of

shares is made with ordinary T+2 settlement, shares purchased up to and

including 22 May 2023 will give the right to receive subscription rights,

whereas shares purchased from and including 23 May 2023, will not give the right

to receive subscription rights. The subscription rights will be tradable and

listed on the Oslo Stock Exchange from and including the first day of the

subscription period and until 16:30 (Oslo time) two trading days prior to the

expiry of the subscription period. Over-subscription and subscription without

subscription rights will be permitted.

The subscribers in the Rights Issue will without cost be allocated one Warrant

issued by the Company for every two New Shares allocated to, and paid by, them

in the Rights Issue. Each Warrant will give the holder a right to subscribe for

one new share in the Company at a subscription price equal to the volume

-weighted average price (VWAP) of the Company's shares on the Oslo Stock

Exchange on 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 not exceeding the subscription price in the Rights Issue plus 30%. 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. Other terms and conditions for the

Warrants will be determined by the AGM. The Company shall use reasonable efforts

to seek to ensure that the Warrants are admitted to trading on a relevant

trading venue as soon as possible following completion of the Rights Issue but

there can be no assurance that such admittance to trading will be obtained.

The maximum gross proceeds from the Rights Issue will be NOK 250 million and the

minimum gross proceeds will be NOK 175 million (provided that a portion of such

gross proceeds may be in the form of a convertible loan from Meteva AS as

described above). If the Company draws on the existing Meteva Loan prior to the

start of the subscription period in the Rights Issue, Meteva AS has the right to

convert up to the aggregate drawdown amount to shares in the Rights Issue at the

subscription price in the Rights issue, and the gross cash proceeds from the

Rights Issue will in such event be correspondingly reduced.

The gross proceeds from the exercise of Warrants will depend on the number of

Warrants issued and exercised, as well as the final exercise price for the

Warrants, determined as described above.

Prospectus and indicative timeline

In connection with the Right Issue a prospectus (the "Prospectus") will be

prepared which is subject to the approval by the Norwegian Financial Supervisory

Authority (the "NFSA"), expected to be obtained on 26 May 2023. The prospectus

will be published prior to the commencement of the subscription period and will

form the basis for subscriptions in the Right Issue. Provided that the

prospectus is approved by the NFSA in time, the subscription period for the

Rights Issue will commence on 30 May 2023 and expire on 13 June 2023 at 16:30

hours (Oslo time). In the event that the prospectus is not approved in time to

uphold this subscription period, the subscription period will commence on the

second trading day on the Oslo Stock Exchange following the approval and expire

at 16:30 hours (Oslo time) two weeks thereafter. A further description of the

Rights Issue and of other circumstances that must be considered upon

subscription of shares in the Rights Issue will be included in the Prospectus.

Included below is an indicative timeline for the Rights Issue:

22 May 2023: Annual general meeting

22 May 2023: Last day of trading in the shares including subscription rights

23 May 2023: First day of trading in the shares excluding subscription rights

24 May 2023: Record date for determination of the right to receive subscription

rights

On or around 26 May 2023: Publication of the prospectus

30 May 2023: Commencement of the subscription period and first day of trading in

the subscription rights

On or around 9 June 2023: Last day of trading in the subscription rights

On or around 13 June 2023: Last day of the subscription period

On or around 14 June 2023: Allocation of the New Shares and Warrants

On or around 16 June 2023: Payment of the New Shares

On or around 20 June 2023: Registration of the share capital increase with the

Norwegian Register of Business Enterprises

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

Graham Morrell

graham.morrell@bergenbio.com

Media Relations Norway

Jan Lilleby

jl@lillebyfrisch.no

+47 90 55 16 98

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 25 April at

17:40 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 COVID-19.

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.