Result of Placing & Broker Option Update

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

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

Ondine Biomedical Inc.

("OBI", "Ondine", or the "Company")

Result of Placing and Subscription

Broker Option to raise up to £1.25 million

Ondine Biomedical Inc. (AIM: OBI), a Canadian life sciences company, is pleased to confirm, further to the announcement made on 30 November 2023, (the "Launch Announcement"), the successful completion of the Placing and Subscription at the Issue Price of 9 pence per New Common Share. The Issue Price represents a premium of approximately 9 per cent. to the closing mid-price of the Common Shares on 29 November 2023.

The total gross proceeds of the Placing and the Subscription to date stand at approximately £2.75 million (C$4.74 million).

The Placing has conditionally raised aggregate gross proceeds of approximately £2.03 million (C$3.50 million) pursuant to the placing of 22,554,435 Placing Shares with new and existing investors. The Subscription has raised further gross proceeds of approximately £0.72 million (C$1.24 million) pursuant to subscriptions received for 8,001,118 Subscription Shares, excluding any further subscriptions by employees (the "Employee Subscription").

The 30,555,553 New Common Shares in aggregate to be issued pursuant to the Placing and the Subscription represent approximately 15.7 per cent. of the existing issued share capital of the Company.

All shares issued pursuant to the Placing and Subscription will be issued non pre-emptively under the Company's existing authorities, and are expected to be admitted to trading on AIM on or around 8 December 2023.

Singer Capital Markets Securities Limited ("SCM") and RBC Europe Limited ("RBC") acted as Joint Bookrunners for the Placing. The Placing was conducted following a market sounding by way of an accelerated book build process.

Further to the announcement on 4 December 2023, a Broker Option to raise up to £1.25 million (C$2.15 million) will remain open until 4.45pm on 8 December 2023, in order to satisfy potential further demand from institutional investors and other Relevant Persons. If the Broker Option is exercised in whole or in part, further announcements will be made as appropriate. Any further issuance of New Common Shares following any exercise of the Broker Option will be made on a non pre-emptive basis.

Similarly, any further issuance pursuant to the Employee Subscription will be confirmed by way of a further announcement on or before 8 December 2023 and will be made on a non pre-emptive basis. The Employee Subscription will remain open until further notice, but will close in any event by 4.45 p.m. on 8 December 2023.

Related Party Transaction

Certain of the directors of the Company have conditionally subscribed for, in aggregate, 2,187,588 Subscription Shares at the Issue Price, raising gross proceeds of approximately £0.20 million (C$0.34 million) for the Company, representing approximately 7.2 per cent of the New Common Shares (assuming a Fundraising of approximately £2.75 million (C$4.74 million) from the completed Placing and the Subscription participations confirmed to date).

The number of New Common Shares conditionally subscribed for by each of the Directors, and their resulting shareholdings following the Admission of the Placing Shares and the Subscription Shares subscribed for to date, assuming no new issuance is made arising from the exercise of the Broker Option or any further subscriptions by employees, are set out below:

1 These figures are subject to change in the event of further new issuance under the Employee Subscription or as a result of the exercise of some or all of the Broker Option.

2 Existing beneficial holding includes 108,376109 shares held by Mrs Carolyn Cross, including via holdings in 100% owned companies, and 25,858,400 shares held by Mr Robert Cross, husband of Mrs Carolyn Cross.

The subscriptions by the Participating Directors constitute a related party transaction for the purposes of Rule 13 of the AIM Rules by virtue of such persons being directors of the Company and therefore related parties (the "Transaction"). The director independent of the Participating Directors, being Hon. Jean Charest, considers, having consulted with the Company's nominated adviser, that the terms of the participation by the Participating Directors, are fair and reasonable insofar as the Company's shareholders are concerned.

Admission, Settlement and Dealings

Admission of the Placing Shares and Subscription Shares will take place on or before 8.00 a.m. on 8 December 2023 and dealings on AIM in the Placing Shares and the Subscription Shares (excluding any to be issued from the Employee Subscription) will commence at the same time. Admission is conditional upon, among other things, the Placing Agreement not having been terminated and becoming unconditional in all respects.

Total Voting Rights

Following admission of the Placing Shares and Subscription Shares (excluding any arising from the Broker Option or Employee Subscription), the Company's issued and fully paid share capital will consist of 225,617,679 Common Shares, all of which carry one voting right per share. The Company does not hold any Common Shares in treasury. Therefore, the total number of Common Shares and voting rights in the Company will be 225,617,679 after the admission of the Placing Shares and the Subscription Shares (excluding any from the Broker Option Employee Subscription).

Ondine Biomedical Inc.

UK Product Governance Requirements

EU Product Governance Requirements