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Oslo, 22 January 2020: Targovax ASA ("Targovax" or the "Company"), a clinical stage biotechnology company developing immune activators to target hard-to-treat solid tumors, contemplates a private placement by issuing up to 12,627,684 new shares in the Company (the "Offer Shares"), representing up to approximately 19.92% of the outstanding share capital of the Company (the "Private Placement").

The Company has retained DNB Markets, a part of DNB Bank ASA, Carnegie AS and Roth Capital Partners, LLC (the "Managers") to advise on and effect the Private Placement today after the close of the Oslo Stock Exchange.

The Company intends to use the net proceeds from the Private Placement to finance its ongoing clinical development in mesothelioma, melanoma and peritoneal cancer and extend cash runway through 2020, as well as for manufacturing development activities and general corporate purposes.

The bookbuilding period for the Private Placement will commence today, 22 January 2020, at 16:30 hours (CET) and close on 23 January 2020 at 08:00 hours (CET). The Company may, however, at any time resolve to close or extend the bookbuilding period at its own discretion and for any reason. If the bookbuilding period is shortened or extended, any dates referred to herein may be amended accordingly.

The Private Placement will be directed towards Norwegian and international investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus or registration requirements.

The subscription price in the Private Placement is NOK 8.00, giving gross proceeds of approximately NOK 101 million subject to all shares being issued. The minimum subscription and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirements pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.

Allocation of the Offer Shares will be determined at the end of the bookbuilding process, and the final allocation will be made by the Board at its sole discretion, following advice from the Managers. Notification of allotment will be sent to the applicants by the Managers on or about 23 January 2020, subject to any shortenings or extensions of the bookbuilding period.

The completion of the Private Placement by delivery of Offer Shares to the applicants is conditional upon the approval by the Company's Board of Directors of the Private Placement, including their resolution to issue the Offer Shares, the Joint Bookrunners having received the borrowed shares from the share lender pursuant to the share lending agreements and the placement agreement entered into between the Company and the Joint Bookrunners not being terminated by the Joint Bookrunners in accordance with the terms thereof.

The Offer Shares will be settled with existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange, pursuant to share lending agreements, in order to facilitate delivery of listed shares to investors on a delivery versus payment basis. The Offer Shares delivered to the subscribers will thus be tradable from allocation. The Managers will settle the share loan with new shares in the Company to be issued by the Board pursuant to an authorization granted at the Company's annual general meeting held on 30 April 2019.

In connection with the Private Placement, the Company, its largest shareholder, the members of the Board and the Company's primary insiders have entered into lock-up undertakings for a period of 90 days from the payment date, subject to customary exceptions.

The Company will announce the final number of shares placed and the final subscription price in the Private Placement in a stock exchange announcement expected to be published before opening of trading on the Oslo Stock Exchange tomorrow, 23 January 2020. The payment date for the Offer Shares is expected to be on or about 27 January 2020. Completion of the Private Placement is subject to final approval by the Board and certain other customary completion conditions.

The Board of Directors has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014, and is of the opinion that the proposed Private Placement is in compliance with these requirements. Following careful considerations, the Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement setting aside the pre-emptive rights of the shareholders. By structuring the transaction as a private placement, the Company will be in a position to raise capital in an efficient manner, with a lower discount to the current trading price and with significantly lower completion risks compared to a rights issue. In addition, the Private Placement is subject to marketing through a publicly announced bookbuilding process. By this, a market based subscription price will be achieved. The Company will also consider to carry out a subsequent offering towards the existing shareholders who did not participate in the Private Placement.

For further information, please contact:

Øystein Soug, CEO

Phone: +47 906 56 525

Email: oystein.soug@targovax.com

About Targovax

Activating the patient's immune system to fight cancer

Targovax (OSE:TRVX) is a clinical stage immuno-oncology company developing oncolytic viruses to target hard-to-treat solid tumors. Targovax's lead product candidate, ONCOS-102, is a genetically modified oncolytic adenovirus, which has been engineered to selectively infect cancer cells and activate the immune system to fight the cancer.

ONCOS-102 is currently being tested in mesothelioma, melanoma and peritoneal malignancies and has already shown promising clinical results both as monotherapy and in combination with chemotherapy, and a checkpoint inhibitor.

IMPORTANT INFORMATION

These materials do 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.

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 (EU) 2017/1129 (together with any applicable implementing measures in any 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.

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 content