Mr. Huitt Tracey reports

NERVGEN ANNOUNCES $20 MILLION BOUGHT DEAL OFFERING

Nervgen Pharma Corp. has entered into an agreement with a syndicate of underwriters, led by Stifel Canada, Canaccord Genuity and PI Financial, which has agreed to purchase, on a bought deal basis, 8,515,000 units of the company at a price of $2.35 per unit, for aggregate gross proceeds of $20,010,250.

Each unit will consist of one common share of the company and one-half of one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one common share at an exercise price of $3 at any time up to 36 months following the closing date (as defined herein).

The underwriters will also have the option, exercisable in whole or in part, at any time on or up to 30 days after the closing of the offering, to purchase up to an additional 15 per cent of the units offered in the offering to cover overallotments, if any, and for market stabilization purposes. The overallotment option shall be exercisable for any number of additional units, common shares, warrants or any combination thereof as determined by the underwriters. In the event that the overallotment option is exercised in its entirety for additional units, the aggregate gross proceeds of the offering will be approximately $23-million.

The net proceeds of the offering will be used for future growth initiatives, working capital and general corporate purposes.

The offering is scheduled to close on or about March 28, 2024, and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange and the securities regulatory authorities.

The units will be offered by way of a shelf prospectus supplement to be filed in each of the provinces of British Columbia, Alberta, Ontario and Nova Scotia pursuant to National Instrument 44-102, Shelf Distributions, and in the United States on a private placement basis pursuant to applicable exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended.

Certain insiders of the company, led by an entity associated with PFP Biosciences, the largest inside shareholder that invested $15-million (U.S.) in 2022, as well as a majority of the company's executives and board members are expected to participate in the offering. Accordingly, the offering constitutes a related party transaction under MI 61-101, Protection of Minority Security Holders in Special Transactions, which is adopted in TSX-V Policy 5.9. The offering is exempt from the formal valuation and minority shareholder approval requirements under MI 61-101 in reliance on exemptions set forth in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of any securities to be distributed in the offering nor the consideration to be received for those securities will exceed 25 per cent of the company's market capitalization.

About Nervgen Pharma Corp.

Nervgen is a clinical-stage biotech company dedicated to developing innovative treatments that enable the nervous system to repair itself following damage, whether due to injury or disease. Nervgen's lead drug candidate, NVG-291, is being evaluated in a phase 1b/2a clinical trial. The company's initial target indication is spinal cord injury.

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