BerGenBio ASA secures underwriting of NOK 118 million gross proceeds representing minimum 80% exercise of the remaining Warrants, providing funding into 2H 2025

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, Norway - 2 April 2024: Reference is made to the stock exchange announcement from BerGenBio ASA (the "Company") dated 14 June 2023 regarding the final results of the rights issue of 2,500,000,000 new shares in the Company (the "Offer Shares"), raising gross proceeds of NOK 250 million (the "Rights Issue"), and the allocation and issuance to subscribers in the Rights Issue of one warrant for every two Offer Shares allocated to them and paid by them in the Rights Issue (the "Warrants"). In connection with the last exercise period 2 – 15 April 2024, the Company has entered into underwriting agreements covering 80% of the remaining Warrants.

Certain of the ten largest Warrant holders have pre-committed, in whole or in part, the exercise of their remaining Warrants which together with underwriting from external investors being Munkekullen förvaltning 5 AB and Buntel AB (hereafter collectively referred to as the “Underwriters”) will secure gross proceeds equal to the exercise of 80% of the remaining Warrants. The Company’s two largest Warrant holders, Meteva AS and Investinor Direkte AS, have pre-committed to exercise 175,298,805 and 107,215,810 Warrants, respectively.  The pre-commitment and the underwriting will secure minimum gross proceeds of NOK 118 million from the last Warrants exercise period, 2 – 15 April 2024. If all remaining Warrants are exercised the total gross proceeds will be NOK 148 million.

The pre-commitments and underwriting do not impact any Warrant holders' ability to exercise their Warrants in the last exercise period 2 – 15 April 2024.

The net proceeds from the Warrants exercise will be used to further advance the Company’s strategy for non-small cell lung cancer (“NSCLC”), severe respiratory infections and general corporate purposes and will fund the Company's planned activities into 2H 2025.

Arctic Securities AS and Carnegie AS have been engaged as managers for the Rights Issue and Warrants exercise (the "Managers"). Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in connection with the Rights Issue and Warrants exercise.

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 to underwrite gross proceeds of NOK 118 million (the "Total Underwriting Obligation"). Any exercise of Warrants from other Warrants holders will reduce the underwriting commitment from the external underwriters but will not affect the pre-commitments from existing Warrant holders to exercise Warrants. Any shares issued to the external underwriters to the extent their underwriting obligations become triggered will be made by way of a directed share issue by use of the authorisation to the Board of Directors of the Company to increase the share capital granted by the by the Annual General Meeting on 22 May 2023 (the "Board Authorisation").

Each Underwriter will be entitled to an underwriting fee of 12% of its respective underwriting or Warrant exercise obligation. The underwriting fee will be settled in 113,456,921 new shares in the Company issued at the exercise price of the Warrants, NOK 0.1255 per share. The fee shares will be issued under the Board Authorisation. The selection of existing Warrants holders who have been invited to underwrite has been based on objective criteria.

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

Jan Lilleby

jl@lillebyfrisch.no

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 2 April 2024 at 07:55 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 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.

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 - 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.