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Vancouver, Canada. November 29, 2021NervGen Pharma Corp. (TSX-V: NGEN; OTCQX: NGENF) (“NervGen” the “Company”), a clinical stage biotech company dedicated to creating innovative solutions for the treatment of nervous system damage, is pleased to announce that it has closed a non-brokered private placement (the “Private Placement”) of 892,721 units of the Company at a price of CA$2.60 per unit, for aggregate gross proceeds to the Company of CA$2,321,075.

“We appreciate the support of our shareholders, many of whom were unable to fully participate in our recent financing,” said Bill Radvak, NervGen’s Executive Chairman. “These funds will support our ongoing development programs and importantly, the increased legal, insurance and other costs associated with a potential up-listing to a senior US exchange in the near future.”

Each unit (the “Unit”) issued in the Private Placement consisted of one common share in the capital of the Company (a “Common Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”, and together with the Common Shares, the “Securities”). Each Warrant is exercisable into one Common Share at a price of CA$3.20 per Common Share until November 29, 2023. All of the Securities issued pursuant to the Private Placement are subject to a four month and one day hold period in accordance with applicable Canadian securities laws.

The Company intends to use the net proceeds from the Private Placement for continued development of their lead drug candidate, NVG-291, and general corporate purposes.

In connection with the Private Placement and in accordance with the policies of the TSXV, the Company paid certain finders a cash fee totaling CA$20,430.

The issuance of the Units under the Private Placement constitutes a related-party transaction under Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transactions (“MI 61-101”) due to the participation by a director of the Company. This transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of any securities issued to nor the consideration paid by such person exceeds 25.0% of the Company’s market capitalization.

This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities in any jurisdiction. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act“) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

About NervGen

NervGen is restoring life’s potential by creating innovative solutions for the treatment of nervous system injury due to trauma or disease as a result of underlying inflammation and/or neurodegeneration. The Company is initially developing drugs for the treatment of spinal cord injury, multiple sclerosis and Alzheimer’s disease. NervGen’s platform technology modulates protein tyrosine phosphatase (PTPσ), the key receptor for chondroitin sulfate proteoglycans (CSPGs). PTPσ and CSPGs have been shown to impede repair following injury to the nervous system, whether a result of trauma, such as in the case of spinal cord injury or traumatic brain injury, or disease-specific mechanisms, such as multiple sclerosis or Alzheimer’s disease. NervGen’s lead drug candidate, NVG-291, promotes neural repair mechanisms such as axonal regeneration; remyelination; plasticity; autophagy (a cellular self-cleaning mechanism that removes unnecessary or dysfunctional components); and a non-inflammatory phenotype in microglia cells, the innate immune cells of the central nervous system.

For further information, please contact:

Bill Adams, Chief Financial Officer
badams@nervgen.com

Huitt Tracey, Corporate Communications
htracey@nervgen.com
c: 604.362.6209

Follow NervGen on Twitter (@NervgenC) and LinkedIn (NervGen Pharma Corp.) for the latest news on the Company.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

This news release may contain “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian and United States securities legislation. Such forward-looking statements and information herein include, but are not limited to, the Company’s current and future plans, expectations and intentions, results, levels of activity, performance, goals or achievements, or any other future events or developments constitute forward-looking statements, and the words “may”, “will”, “would”, “should”, “could”, “expect”, “plan”, “intend”, “trend”, “indication”, “anticipate”, “believe”, “estimate”, “predict”, “likely” or “potential”, or the negative or other variations of these words or other comparable words or phrases, are intended to identify forward-looking statements. Forward-looking statements include, without limitation, statements relating to: our development programs, including the development of NVG-291; our research for the treatment of spinal cord injury, multiple sclerosis, Alzheimer’s disease and other neurodegenerative applications; our plans regarding a potential up-listing to a senior US exchange in the near future; the use of net proceeds of the Private Placement.

Forward-looking statements are based on estimates and assumptions made by the Company in light of management’s experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we believe are appropriate and reasonable in the circumstances. In making forward-looking statements, the Company has relied on various assumptions, including, but not limited to: the Company’s ability to manage the effects of the COVID-19 pandemic; the accuracy of the Company’s financial projections; the Company obtaining positive results in its clinical and other trials; the Company obtaining necessary regulatory approvals; and general business, market and economic conditions.

Many factors could cause our actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements, including without limitation, a lack of revenue, insufficient funding, the impact of the COVID19 pandemic, reliance upon key personnel, the uncertainty of the clinical development process, competition, and other factors set forth in the “Risk Factors” section of the Company’s Annual Information Form, financial statements and Management Discussion and Analysis which can be found on SEDAR.com. All clinical development plans are subject to additional funding.

Readers should not place undue reliance on forward-looking statements made in this news release. Furthermore, unless otherwise stated, the forward-looking statements contained in this news release are made as of the date of this news release, and we have no intention and undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.