Investor-led financing

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, IF YOU WISH TO PARTICIPATE IN THE PLACING OR THE BROKER OPTION YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES. MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING OR THE BROKER OPTION.

All references to C$ in this announcement are to Canadian Dollars.

This Announcement assumes a £ : C$ exchange rate of 1 : 1.722827 as at 16:30 (GMT) on 28 November 2023.

Ondine Biomedical Inc.

("Ondine" or the "Company")

Ondine announces investor-led financing

Ondine Biomedical Inc. (AIM: OBI), a Canadian life sciences company, announces that it has agreed to a fundraising led by Sankofa Investment Partners to raise circa C$1.75 million (circa £1 million) to circa C$4.3 million (circa £2.5 million) from primarily existing shareholders. The fundraising is being implemented by way of a proposed placing (the "Placing"), subscription (the "Subscription") and a broker option (the "Broker Option") (together with the Placing and the Subscription, the "Fundraising"). The Fundraising involves the issuance of common shares without par value in the capital of the Company ("New Common Shares") at the price of 9 pence per New Common Share (the "Issue Price").

Certain employees and the majority of the Company's Directors (the "Participating Directors") intend to participate in the Subscription for a total of circa C$0.3 million (circa £0.2 million) in gross proceeds forming part of the Fundraising with such Subscription being conducted in accordance with applicable Canadian prospectus exemptions.

The net proceeds of the Fundraising will be used for general working capital and in support of the Company's rapid sales growth of its Steriwave® nasal decolonisation therapy, a product that has been shown to reduce post-surgical hospital infection rates by over 50% without generating antimicrobial resistance.

• The firm indications received in respect of Placing and Subscription participations, as at the time of this announcement, are expected to result in a total new issuance of 11,111,111 New Common Shares, representing approximately 5.7 per cent of the existing issued share capital of the Company.
• The maximum number of New Common Shares being issued pursuant to the Fundraising would, assuming the exercise in full of the Broker Option, represent approximately 14.2 per cent of the existing issued share capital of the Company and approximately 12.5 per cent of the enlarged share capital of the Company following such maximum issuance.
• The Issue Price represents a premium of approximately 9 per cent to the closing mid-market price on 29 November 2023.
• The net proceeds of the Fundraising will provide general working capital, including in support of the Company's accelerating commercialisation momentum focused on opportunities in Canada, the UK, Spain and Mexico. The Company will also be looking for opportunities to develop licensing revenue geographically and by therapy area.
• The Fundraising is being concluded in advance of the Company seeking further, separate funding from strategic partners and non-dilutive funding sources for a Phase 3 clinical trial and its FDA submission, which are key to the US FDA approval process, as well as additional capital to support capacity expansion, inventory and increased sales and marketing activities associated with a US launch and continuing commercialisation as above.
• Excluding the Phase 3 clinical trial and related costs which are subject to further funding, the net proceeds of the Fundraising and strategic cost management will provide runway for the Company through at least Q1 2024. This may be further extended through the issue of further New Common Shares in connection with the Fundraising, whether by additional uptake by employees under the Subscription or via the Broker Option described below, and/or the attainment of a higher value of commercial sales than is currently expected.
• The final number and allocation of the Placing Shares will be determined by the Joint Bookrunners (as defined below) in agreement with the Company and the result of the Placing will be announced as soon as practical after the release of this announcement.
• The planned issue of the New Common Shares pursuant to the Placing and the Subscription will take place on a non-pre-emptive basis. The Fundraising is not being underwritten.
• As part of the new issuance in association with the Fundraising, the Company has granted a broker option to the Joint Bookrunners in respect of a maximum of 16,666,666 New Common Shares which may be issued, following the exercise at the Issue Price in whole or in parts by the Joint Bookrunners on or before 8 December 2023, in order to satisfy potential further demand from institutional investors and other Relevant Persons (the "Broker Option")
• If the Broker Option is exercised in whole or in parts, further announcements will be made as appropriate. Any further issuance of New Common Shares following any exercise of the Broker Option will also be made on a non pre-emptive basis.

Carolyn Cross, CEO of Ondine, said:

"We are pleased to have the support of existing and new investors through this fundraising which meets our near-term working capital needs and assists our rapid commercial growth rate. This funding will take us forward commercially and further our discussions with industry partners on our clinical, financial, and global distribution objectives.

We believe that our product, Steriwave, is very well positioned to help hospitals meet their infection control objectives, reduce their antibiotic usage and combat AMR in what will be a multibillion-dollar market. Our commercial efforts are benefitting both from the growing support for pre-surgical nasal decolonisation by leading organisations, as well as our real-world clinical successes in Canadian hospitals over the last 10 years.

While we are currently focused on nasal decolonisation to prevent healthcare-associated infections, we have a pipeline of products in various stages of development using the same platform technology. These platform products target the treatment of burns, wounds, chronic sinusitis, ventilator-associated pneumonia, and fungal infections and will leverage our regulatory filings and the clinical successes related to our nasal decolonisation product."

About the Placing and Subscription

Pursuant to the Subscription, the Company will privately offer New Common Shares at the Issue Price ("Subscription Shares") to a limited number of entities and individuals both within and outside of the United Kingdom, under applicable regulatory exemptions as appropriate.

The Placing, offering New Common Shares at the same Issue Price as the Subscription, is being conducted through a telephonic confirmation process to be undertaken by Singer Capital Markets Securities Limited ("SCM") and RBC Europe Limited ("RBC" and together with SCM, the "Joint Bookrunners") to arrange participation by Placees in the Placing (the "Bookbuild"). The Bookbuild will be launched immediately following the release of this Announcement and is expected to close on 1 December 2023 (or such later time as may be agreed between the Joint Bookrunners and the Company). The Placing is subject to the terms and conditions set out in Appendix I below.

SCM and RBC are acting as Joint Bookrunners in connection with the Placing pursuant to a placing agreement entered into between the Company and the Joint Bookrunners dated 30 November 2023 (the "Placing Agreement").

The Placing, which is conditional upon, inter alia, Admission becoming effective, the Placing Agreement (as defined below) becoming unconditional and not being terminated, and the Subscription, is being carried out within the Company's existing shareholder authority to issue shares on a non pre-emptive basis. The number of Placing Shares will be agreed by the Company in conjunction with the Joint Bookrunners shortly after this announcement, and the results of the Placing will be confirmed by a further announcement released as soon as practicable thereafter. The timing of the closing of the Placing, the results of the Placing announcement, final allocations and the total size of the Placing shall be determined at the absolute discretion of the Company and the Joint Bookrunners. The Placing is conditional upon the Subscription. The Fundraising will not in any event involve the issue of more than 27,777,777 New Common Shares in aggregate across the Placing, the Subscription and any exercises under the Broker Option. No aspect of the Fundraising is being underwritten.

Broker Option

In order to provide Existing Shareholders and other Relevant Persons who in each case are resident in the UK with an opportunity to participate on the same basis as the other investors in the Placing, the Company has granted the Joint Bookrunners a Broker Option over up to 16,666,666 New Common Shares (or such other number of New Common Shares as may be agreed between the Company and the Joint Bookrunners) ("Broker Option Shares"). Full take up of the maximum number of New Common Shares under the Broker Option would raise a further £1.5 million for the Company, before expenses.

The Company will seek to ensure, the prioritisation of Existing Shareholders should the Broker Option be oversubscribed. All orders from such Existing Shareholders will be accepted and processed by the Joint Bookrunners, subject to scale-back in the event of over-subscription under the Broker Option. The Broker Option has not been underwritten. Any issue of New Common Shares pursuant to the Broker Option is subject to agreement by the Company.

The Broker Option is exercisable by the Joint Bookrunners on more than one occasion, at any time from the time of this announcement to 4.45 p.m. UK time on 8 December 2023, at their absolute joint discretion and with the agreement of the Company. The Joint Bookrunners may also, subject to prior consent of the Company, allocate further New Common Shares to a Relevant Person who has already been allocated New Common Shares under an initial request to participate via the Broker Option.

The maximum number of New Common Shares that may be issued under the Placing, the Subscription and the Broker Option, if fully exercised, would be 27,777,777.

To subscribe for Broker Option Shares, Existing Shareholders and other Relevant Persons should communicate their interest to the Joint Bookrunners via their stockbroker as the Joint Bookrunners cannot take direct orders from investors who are not their existing clients. Existing Shareholders or other Relevant Persons who wish to register their interest in participating in the Broker Option Shares should instruct their stockbroker to call Singer Capital Markets on 020 7496 3000 or RBC on 020 7653 4000. Each bid should state the number of Broker Option Shares the Existing Shareholder wishes to subscribe for at the Issue Price.

Expected Timetable of Principal Events

2023

596/2014 ("MAR") as retained as part of UK law by virtue of the European Union (Withdrawal) Act 2018 as amended. A market sounding, as defined in MAR, was undertaken in respect of the proposed Placing with the result that certain persons became aware of this inside information, as permitted by MAR.

Ondine Biomedical Inc.

About Ondine Biomedical Inc.

Ondine Biomedical Inc. is a Canadian life sciences company founded in 1997 pioneering photodisinfection-based medical devices and therapies. Ondine has a pipeline of investigational products, based on its proprietary photodisinfection platform, in various stages of development. Ondine's nasal photodisinfection technology is approved in several jurisdictions under the brand name Steriwave®. It has been awarded the CE mark and, in the US, has been granted Qualified Infectious Disease Product designation and Fast Track status by the FDA. Products beyond nasal photodisinfection include therapies for a variety of medical indications such as chronic sinusitis, ventilator-associated pneumonia, burns, and other indications.

Ondine's photodisinfection is a patented technology using a proprietary photosensitiser (non-antibiotic, light-activated solution) to rapidly destroy pathogens, including multidrug-resistant strains through an oxidative burst that is lethal to bacteria, viruses, and fungi without harming human tissues. A key benefit of this approach, unlike with antibiotics, is that pathogens do not develop resistance to the therapy.

Background and reasons for the Fundraising

The Company is seeking to execute the Fundraising to provide working capital to support its current rapid sales growth and to accelerate its near-term commercialisation efforts in key jurisdictions of Canada, UK, Spain and Mexico. Steriwave is now deployed on a pilot basis or as standard of care in 16 hospitals, up from 6 hospitals at the beginning of 2023, meeting the target of 10-12 deployments by year end as indicated at the time of the Company's interim results in September 2023.

Commercialisation highlights include:

• Record number of Steriwave deployments so far this year, with new implementations in 10 hospitals, nearly tripling the total number of hospitals using Steriwave since the start of 2023.
• The sales cycle and conversions have experienced a substantial acceleration, with opportunities initiated in 2023 taking 50% less time on average from first contact to pilot or standard-of-care deployment compared to previous years. The two most recent deployments were achieved in less than six months.
• With local distribution networks in the UK, Spain, and Mexico, the Company is now engaged in sales discussions with a significant number of other hospitals. The Company is experiencing increasing interest and expanding its pipeline both in Canada and internationally. In the UK, the first clinical pilot at Mid-York NHS Trust is progressing well, with ongoing discussions with additional NHS hospitals. In Spain, the company anticipates its first installation shortly through its local distributor, Distrauma, while in Mexico, advanced-stage discussions with private hospital groups point towards initial installations in Q1 2024, tapping into the 1.4 to 3.0 million annual medical-tourism-patients1 market.
• This positive outlook is underpinned by the recent publication in the peer-reviewed Canadian Journal of Surgery, showing 66.5% reduction in surgical site infections as well as C$2.4 million annual net savings to the hospital, in 13,493 patients studied over 8 years.2,3 The study researchers decisively concluded that nasal photodisinfection should be used as routine standard of care for all elective and emergency spine surgeries.
• Overall, the Company anticipates continued strong revenue and growth in momentum for fiscal year 2024 from existing contracts and its later-stage sales pipeline, ahead of a potential FDA approval. Subject to further funding, the Company intends to accelerate its commercial activities significantly across jurisdictions in support of these opportunities for growth.

The Appendices set out further important information relating to the Bookbuild and the terms and conditions of the Placing.

This Announcement (including the Appendices) should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

Intended Participation by Participating Directors in the Subscription

Certain Directors of the Company have indicated their intention to subscribe for, in aggregate, 2,187,588 Subscription Shares at the Issue Price, raising gross proceeds of c.£0.2 million for the Company, representing 19.7 per cent of the minimum New Common Shares to be issued pursuant to the Fundraising (excluding any further issuance to satisfy employee demand or any exercise of the Broker Option).

The participation in the Fundraising by the Participating Directors will be effected by entry into Subscription Agreements between the relevant Director and the Company.

Related Party Transaction

The above-named Directors have indicated their intention to participate in the Subscription at the Issue Price. These participations in the Fundraising would constitute a related party transaction under Rule 13 of the AIM Rules. A further announcement will be made in due course once such dealings have occurred.

Conditionality

The Subscription is not conditional upon the Placing and is only conditional upon Admission of the Subscription Shares.

The Placing is conditional upon, inter alia, Admission becoming effective, the Placing Agreement becoming unconditional and not being terminated and the Subscription Letters not having been terminated prior to Admission. Further details of the Placing Agreement can be found in the terms and conditions of the Placing contained in Appendix I.

A further announcement will be made following the conclusion of the Fundraising, including the expected date of admission to trading on AIM.

Additional admission dates will be announced in respect of any existing or new qualified investors via the exercise of the Broker Option or confirmed participation by employees in the Employee Subscription.

References

• CNN Health, Jacqueline Howard, March 2023, https://www.cnn.com/2023/03/07/health/medical-tourism-mexico-trend-wellness
• RNS: Photodisinfection recommended as Standard of Care
• Moskven E, Banaszek D, Sayre EC, et al. Effectiveness of prophylactic intranasal photodynamic disinfection therapy and chlorhexidine gluconate body wipes for surgical site infection prophylaxis in adult spine surgery. Can J Surg. 2023;66(6):E550-E560. Published 2023 Nov 15. doi:10.1503/cjs.016922

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UK Product Governance Requirements

EU Product Governance Requirements

APPENDIX I

No prospectus

The New Common Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the FCA or any other respective authority in any other jurisdiction in relation to the Placing or the New Common Shares and Placees' commitments will be made solely on the basis of their own assessment of the Company, the New Common Shares and the Placing based on the information contained in this Announcement and the announcement of the results of the Placing (the "Result of Placing Announcement") (together, the "Placing Documents") and any information publicly announced through a regulatory information service by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in the trade confirmation sent to Placees.

Details of the Placing Agreement and the Placing Shares

The Joint Bookrunners are acting as joint brokers and bookrunners in connection with the Placing and have entered into the Placing Agreement with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, the Joint Bookrunners, as agents for and on behalf of the Company, has each agreed to use its reasonable endeavours to procure Placees for the Placing Shares. The Placing is not being underwritten by the Joint Bookrunners or any other person.

The price per Common Share at which the Placing Shares are to be placed is 9 pence (the "Issue Price"). The timing of the closing of the book and allocations are at the discretion of the Company and the Joint Bookrunners.

The Placing Shares have been or will be duly authorised and will, when issued, be credited as fully paid up and will be issued subject to the Articles of the Company and rank pari passu in all respects with the existing Common Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Common Shares after the date of issue of the Placing Shares, and will on issue be free of all pre-emption rights, claims, liens, charges, encumbrances and equities.

Application for admission to trading on AIM

It is expected that Admission of the Placing Shares will occur at 8.00 a.m. on 8 December 2023 (or such later time or date as the Joint Bookrunners may agree with the Company, being no later than 8.30 a.m. on 22 December 2023) and that dealings in the Placing Shares on AIM will commence at that time.

Bookbuild

The Joint Bookrunners will today commence the accelerated bookbuilding process to determine demand for participation in the Placing by Placees (the "Bookbuild"). This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

Details of the Broker Option

The Company has granted the Broker Option to the Joint Bookrunners in order to enable the Joint Bookrunners to deal with any additional demand under the Placing in the event that requests to participate in the Placing are received during the period from the publication of the Announcement confirming the close of the Bookbuild until 4:45pm on 8 December 2023 from Relevant Persons. The primary purpose of the Broker Option is to facilitate demand from those Relevant Persons who were unable to participate in the Placing. The Broker Option is exercisable by the Joint Bookrunners, at their respective absolute discretion, any number of times up to that time and date.

Relevant Persons who wish to register their interest in subscribing for Broker Option Shares should communicate their interest to the Joint Bookrunners via their stockbroker as the Joint Bookrunners cannot take direct orders from investors who are not their existing clients. Existing Shareholders or other Relevant Persons who wish to register their interest in participating in the Broker Option Shares should instruct their stockbroker to call Singer Capital Markets on 020 7496 3000 or RBC on 020 7653 4000. Each bid should state the number of Broker Option Shares the Existing Shareholder wishes to subscribe for at the Issue Price. Any investors allocated Broker Option Shares will be considered Placees, as defined in this Announcement.

To the extent the Broker Option is exercised, the Broker Option Shares will be issued on the same terms and conditions as the Placing Shares, which terms are set out in this Appendix. Orders from investors pursuant to the Broker Option to the Joint Bookrunners will only be accepted from Relevant Persons.

The Broker Option may be exercised by each of the Joint Bookrunners respectively in its absolute discretion, but there is no obligation on the Joint Bookrunners (or either of them) to exercise the Broker Option or to seek to procure subscribers for any Broker Option Shares pursuant to the Broker Option.

The maximum number of Broker Option Shares which may be issued pursuant to the exercise of the Broker Option comprises up to 16,666,666 New Common Shares.

Participation in, and principal terms of, the Placing

1. The Joint Bookrunners are acting as joint brokers and bookrunners to the Placing, as agents for and on behalf of the Company, on the terms and subject to the conditions of the Placing Agreement. SCM Advisory is acting as nominated adviser to the Company in connection with the Placing and Admission. Each of the Joint Bookrunners and SCM Advisory are authorised and regulated entities in the United Kingdom by the FCA and are acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company in relation to the matters described in this Announcement.

• The Bookbuild is expected to close on 1 December 2023 but may be closed earlier or later at the discretion of the Joint Bookrunners. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the prior agreement of the Joint Bookrunners) to vary the number of shares to be issued pursuant to the Placing, in its absolute discretion.
• Allocations of the Placing Shares will be determined by the Joint Bookrunners after consultation with the Company (and in accordance with the Joint Bookrunners' allocation policy as has been supplied by the Joint Bookrunners to the Company in advance of such consultation). Allocations will be confirmed orally by the Joint Bookrunners and a trade confirmation will be despatched as soon as possible thereafter. The Joint Bookrunners oral confirmation to such Placee constitutes an irrevocable legally binding commitment upon such person (who will at that point become a Placee), in favour of the Joint Bookrunners and the Company, to subscribe for the number of Placing Shares allocated to it and to pay the Issue Price in respect of each such share on the terms and conditions set out in this Appendix and in accordance with the Articles of the Company. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with the Joint Bookrunners' consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.
• Each Placee's allocation (including, if the Broker Option is exercised at that time, any Broker Option Shares) and commitment will be evidenced by a trade confirmation issued to such Placee. The terms of this Appendix will be deemed incorporated in that trade confirmation.
• To the fullest extent permissible by law, none of the Joint Bookrunners, the Company nor any of their respective affiliates, agents, directors, officers, employees or advisers shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Joint Bookrunners, the Company, nor any of their respective affiliates, agents, directors, officers, employees or advisers shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Placing or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree.

Conditions of the Placing

The Placing is conditional, amongst others, upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The Joint Bookrunners' obligations under the Placing Agreement are conditional on customary conditions, including (amongst others) (the "Conditions"):

• Admission occurring no later than 8.00 a.m. on 8 December 2023 (or such later time or date as the Joint Bookrunners may otherwise agree with the Company, being no later than 8.30 a.m. on 22 December 2023);
• in the opinion of the Joint Bookrunners (acting in good faith) there having been no Material Adverse Change prior to Admission (whether or not foreseeable at the date of this Agreement);

The Joint Bookrunners may, at their discretion and upon such terms as they thinks fit, waive compliance by the Company with the whole or any part of any of its obligations in relation to the Conditions or extend the time or date provided for fulfilment of any such Conditions in respect of all or any part of the performance thereof, save in respect of condition 1 above relating to Admission taking place. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.

If: (i) any of the Conditions are not fulfilled or (where permitted) waived by the Joint Bookrunners by the relevant time or date specified (or such later time or date as the Joint Bookrunners may agree with the Company, being no later than 8.30 a.m. on 22 December 2023); or (ii) the Placing Agreement is terminated in the circumstances specified below under "Right to terminate under the Placing Agreement", the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it or on its behalf (or any person on whose behalf the Placee is acting) in respect thereof.

Neither the Joint Bookrunners nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Condition to the Placing, nor for any decision they may make as to the satisfaction of any Condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners.

For the avoidance of doubt, the Placing is not conditional upon the exercise of the Broker Option.

Right to terminate under the Placing Agreement

The Joint Bookrunners are entitled, at any time before Admission, to terminate the Placing Agreement in accordance with its terms in certain circumstances, including (amongst other things):

• if, amongst other things, there is a material adverse change in any national or international political, military, diplomatic, economic, financial or market conditions which in a Joint Bookrunner's opinion (acting in good faith and after such consultation with the Company or the other Joint Bookrunner as shall be practicable in the circumstances) would have or be likely to have a material and adverse effect on the Placing; or
• if it comes to the notice of the Joint Bookrunners that any statement contained in any Placing Document become untrue or inaccurate or misleading.

By participating in the Placing (or if exercised, any Placee subscribing for Broker Option Shares pursuant to the Broker Option), each Placee agrees that (a) the exercise by the Joint Bookrunners of any right of termination or of any other discretion under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or failure to so exercise and (b) its rights and obligations terminate only in the circumstances described above under "Right to terminate under the Placing Agreement" and "Conditions of the Placing", and its participation will not be capable of rescission or termination by it after oral confirmation by the Joint Bookrunners of the allocation and commitments following the close of the Bookbuild.

By participating in the Placing (or if exercised, any Placee subscribing for Broker Option Shares pursuant to the Broker Option), Placees agree that the exercise by the Joint Bookrunners of any power to grant consent to the undertaking by the Company of a transaction which would otherwise be subject to the restrictive provisions on further issuance under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: CA68234M2058) following Admission will take place within the system administered by Euroclear ("CREST"), subject to certain exceptions. The Joint Bookrunners reserve the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that they may deem necessary if delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

It is expected that settlement in respect of the Placing Shares will take place on 8 December2023 on a delivery versus payment basis.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Joint Bookrunners may sell any or all of the Placing Shares (or if exercised, any Broker Option Shares) allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Joint Bookrunners' account and benefit, an amount equal to the aggregate amount owed by that Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and will be required to bear any stamp duty or SDRT or other taxes or duties (together with any interest or penalties) imposed in any jurisdiction which may arise upon the sale of such Placing Shares (or if exercised, any Broker Option Shares) on such Placee's behalf.

If Placing Shares (or if exercised, any Broker Option Shares) are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are issued in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or SDRT. If there are any circumstances in which any stamp duty or SDRT or other similar taxes or duties (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue, sale, transfer or delivery of the Placing Shares (or, for the avoidance of doubt, if any stamp duty or SDRT is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither the Joint Bookrunners nor the Company shall be responsible for payment thereof.

Representations, warranties, undertakings and acknowledgements

By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Joint Bookrunners (in their capacity as bookrunners and placing agents of the Company in respect of the Placing) and the Company, in each case as a fundamental term of their application for Placing Shares, the following:

• to be bound by the terms of the Articles of the Company;
• the person whom it specifies for registration as holder of the Placing Shares will be (a) itself or (b) its nominee, as the case may be. Neither the Joint Bookrunners nor the Company will be responsible for any liability to stamp duty or SDRT or other similar taxes or duties imposed in any jurisdiction (including interest and penalties relating thereto) ("Indemnified Taxes"). Each Placee and any person acting on behalf of such Placee agrees to indemnify each Joint Bookrunner and the Company on an after-tax basis in respect of any Indemnified Taxes;
• neither the Joint Bookrunners nor any of their affiliates agents, directors, officers and employees accepts any responsibility for any acts or omissions of the Company or any of the directors of the Company or any other person in connection with the Placing;
• time is of the essence as regards its obligations under this Appendix;
• neither the Joint Bookrunners or the Company will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
• it may not rely, and has not relied, on any investigation that the Joint Bookrunners, any of their affiliates or any person acting on its behalf, may have conducted with respect to the Placing Shares, the terms of the Placing or the Company, and no such persons has made any representation, express or implied, with respect to the Company, the Placing, the Placing Shares or the accuracy, completeness or adequacy of the information in the Placing Documents, the Publicly Available Information or any other information;
• in making any decision to subscribe for Placing Shares it:
• is able to sustain a complete loss of an investment in the Placing Shares;
• has no need for liquidity with respect to its investment in the Placing Shares;
• it and any person acting on its behalf is entitled to subscribe for the Placing Shares under the laws and regulations of all relevant jurisdictions that apply to it and that it has fully observed such laws and regulations, has capacity and authority and is entitled to enter into and perform its obligations as a subscriber of Placing Shares and will honour such obligations, and has obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) and will honour such obligations and that it has not taken any action or omitted to take any action which will or may result in the Joint Bookrunners or the Company or any of their respective affiliates and its and their directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;
• it irrevocably appoints any duly authorised officer of the Joint Bookrunners as its agents for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe for upon the terms of this Appendix;
• it may be asked to disclose in writing or orally to the Joint Bookrunners:
• if he or she is an individual, his or her nationality; or
• if it is within the United Kingdom, it is a Qualified Investor as defined in Article 2(e) of the UK Prospectus Regulation and if it is within a Relevant State, it is a Qualified Investor as defined in Article 2(e) of the EU Prospectus Regulation and if it is within Switzerland, it is a Professional Client or, if it is not such Professional Client, it has been explicitly and directly invited by the Company or the Joint Bookrunners and not through a public offer, as such term is defined in Article 3(h) of the Swiss Financial Services Act;
• it has not offered or sold and will not offer or sell any Placing Shares to persons in Switzerland except to Professional Clients or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in Switzerland within the meaning of Article 3(h) of the Swiss Financial Services Act;
• if it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom other than Qualified Investors, or in circumstances in which the express prior written consent of the Joint Bookrunners has been given to each proposed offer or resale;
• it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that the Placing Documents have not and will not have been approved by the Joint Bookrunners in their capacity as authorised persons under section 21 of the FSMA and they may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;
• these terms and conditions of the Placing and any agreements entered into by it pursuant to the terms and conditions of the Placing, and all non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract (including any dispute regarding the existence, validity or termination of such contract or relating to any non- contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by either the Company or the Joint Bookrunners in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

Each prospective Placee, and any person acting on behalf of such Placee, irrevocably authorises the Company and the Joint Bookrunners to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth in this Announcement.

The Placing Shares and the Broker Option Shares will not be admitted to trading on any stock exchange other than AIM.

The Joint Bookrunners are authorised and regulated by the FCA in the United Kingdom and are acting as joint bookrunners exclusively for the Company and no one else in connection with the Placing and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

Taxation

APPENDIX II

The following definitions apply throughout this Announcement unless the context otherwise requires

APPENDIX III