Proposed fundraising

£ : US$ exchange rate of 1 : 1.25155 as at 16:30 (GMT) on 1 May 2024.

Ondine Biomedical Inc.

("Ondine" or the "Company")

Ondine announces proposed fundraising

Ondine Biomedical Inc. (AIM: OBI), a Canadian life sciences company, announces a proposed fundraising to raise not less than c.£3 million (C$5.15 million) from primarily existing shareholders. The fundraising is being implemented by way of a proposed placing (the "Placing") and a subscription (the "Subscription") (together, 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 7 pence per New Common Share (the "Issue Price"). In addition, the Company intends to offer each participant the opportunity to subscribe for warrants (the "Warrants") which will be exercisable into Common Shares.

Certain employees and the majority of the Company's Directors (together the "Participating Directors") intend to participate in the Subscription for a total of c.£0.29 million (C$0.49 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, US Phase 3 Clinical Trial readiness and start-up preparation, and to support 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 ("AMR").

• The firm indications received in respect of Fundraising participations, as at the time of this announcement, are expected to result in a total new issuance of not less than 43,392,671 New Common Shares, representing approximately 16.2 per cent of the existing issued share capital of the Company excluding any Common Shares which may be issued pursuant to the Warrants.
• The Issue Price represents a premium of approximately 36.6 per cent to the closing mid-market price on 2 May 2024, being the day prior to this announcement.
• The net proceeds of the Fundraising will provide general working capital, including in support of Phase 3 Clinical Trial readiness and start-up preparation and the Company's accelerating commercialisation momentum focused on where Steriwave is already approved. As previously announced, the Company will also seek opportunities to develop licensing revenue geographically and by therapy area.
• The Fundraising is being concluded in advance of the Company seeking further, separate funding including from strategic partners and non-dilutive funding sources for executing the clinical trial and its FDA submission for US market approval, as well as additional capital to support capacity expansion, inventory build-up and increased sales and marketing activities associated with a US launch in due course and continuing commercialisation as above.
• Excluding the Phase 3 clinical trial execution 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 to at least mid Q3 2024. This may be further extended through the issue of further New Common Shares in connection with future fundraisings, and/or the attainment of a higher value of commercial sales than is currently forecast.
• As stated in the Company's "Corporate and Trading Update" announcement of 24 April 2024, the Company is progressing discussions on distribution collaborations with potential partners, which Ondine's management believes have the potential to generate earlier income for Ondine in the form of time-based territorial license payments and to accelerate sales and income generation for the Company through faster market penetration and greater geographical reach. While these discussions continue to be constructive, there is no certainty that a distribution agreement will materialise from any of these discussions nor as to the timing for any definitive agreement to be reached.
• Discussions are underway with HCA Healthcare's investment arm, Health Insight Capital, for its funding support of the key Phase 3 clinical trial. The Company is confident in its ability to secure longer-term financing to execute its growth opportunities. The Company has received an indication of further support from its founder, CEO and substantial shareholder, Carolyn Cross, to provide additional near-term funding to extend the Company's runway should that be required prior to arranging funding for the Phase 3 clinical trial and working capital.
• The final number and allocation of the Placing Shares will be determined by Orana Corporate LLP and Singer Capital Markets in agreement with the Company and the result of the Placing will be announced as soon as practical after the release of this announcement.
• As part of the new issuance in association with the Fundraising, the Company intends to offer each participant the opportunity to subscribe for warrants which will be exercisable into Common Shares.

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 is expected to be a multibillion-dollar market. Our commercial efforts are benefitting from the growing support for pre-surgical nasal decolonisation by leading organisations, as well as our real-world clinical successes in Canadian hospitals and adoption in other approved territories.

While we are currently focused on nasal decolonisation to prevent healthcare-associated infections, Steriwave is just the first of seven major market opportunities for our platform technology. In due course, pipeline products targeting the treatment of burns, wounds, chronic sinusitis, ventilator-associated pneumonia, and fungal infections will leverage our regulatory filings and the clinical successes related to our nasal decolonisation product."

Related Party Transactions

On 10 April 2024, substantial shareholder and CEO, Carolyn Cross, advanced a payment of US$160,000 (equivalent to £127,841) to the Company (the "Director Payment"), as a lead indication in the Fundraising. In consideration, Carolyn Cross will be issued shares in the Subscription at the Issue Price on the same terms as all other participants in the Fundraising.

On 26 April 2024, Robert Cross, the husband of Carolyn Cross and substantial shareholder in the Company, advanced C$350,000 (equivalent to £203,856) to the Company (the "Related Party Loan"). The Related Party Loan accrues no interest, is unsecured and is expected to become repayable by mutual agreement between the lender and the Company upon completion of a subsequent fundraising or, at the sole discretion of the Company, may be repaid earlier.

Both the Director Payment and the Related Party Loan are deemed to constitute related party transactions for the purposes of AIM Rule 13. The independent directors, being all directors except for Carolyn Cross, consider, having consulted with Singer Capital Markets, the Company's nominated adviser, that the terms of the Director Payment and the Related Party Loan are fair and reasonable insofar as shareholder are concerned.

Intended Participation by Participating Directors in the Subscription

Certain Directors of the Company have indicated their intention to subscribe for, in aggregate, 4,079,981 Subscription Shares at the Issue Price, raising gross proceeds of c.£0.29 million (C$0.49 million) for the Company. This figure is inclusive of the Director Payment that was received by the Company on 10 April 2024. The participating Directors will also be offered the opportunity to subscribe for Warrants.

The participation in the Fundraising by the Participating Directors will be effected by entry into Subscription Agreements between the relevant Director and the Company. The participations in the Fundraising would, in aggregate, constitute a related party transaction under Rule 13 of the AIM Rules. Further disclosures will be made in a subsequent announcement in relation to these dealings.

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 undertaken by Orana Corporate LLP ("Orana") as Joint Broker to the Placing and Singer Capital Markets Securities Limited ("SCM") as Bookrunner, via an accelerated bookbuild process (the "Bookbuild"). The Bookbuild will be launched immediately following the release of this Announcement and is expected to close on 3 May 2024 (or such later time as may be agreed between Orana Corporate LLP, Singer Capital Markets and the Company). The Placing is subject to the terms and conditions set out in Appendix I below.

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 statutory authority to issue shares on a non pre-emptive basis. The number of Placing Shares will be agreed by the Company in conjunction with Orana Corporate LLP and Singer Capital Markets, 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, Orana Corporate LLP and Singer Capital Markets. The Placing is conditional upon the Subscription.

Details of the Warrants

The Warrants will be issued on the basis of one Warrant for every two Placing Share(s) or Subscription Share(s) purchased. Appropriate documentation will be provided to investors following the closing of the Placing.

No fractional part of a Warrant will be issued and fractional entitlements will be rounded down to the nearest whole number. Each Warrant will be subject to terms and will give the holder the right, for the period of nine months following the date of Admission, to subscribe for one new Common Share at an exercise price of 15 pence. The Warrants will be unlisted, non-transferable and issued in certificated form.

It is intended that the Warrants will be governed by the laws of British Columbia.

Expected Timetable of Principal Events

2024

Ondine Biomedical Inc.

Singer Capital Markets (Nominated Adviser, Joint Broker and Bookrunner)

Simon Vane Percy, Amanda Bernard

About Ondine Biomedical Inc.

UK Product Governance Requirements

EU Product Governance Requirements

Solely for the purposes of Article 9(8) of Commission Delegated Directive 2017/593 (the "Delegated Directive") regarding the responsibilities of Manufacturers under the Product Governance requirements contained within: (a) Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of the Delegated Directive; and (c) local implementing measures (the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors (as defined within the MiFID II Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the proposed Placing or the Broker Option. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Bookrunner will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability of appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares and the Broker Option Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

APPENDIX I

The Company proposes to raise capital by way of the Placing

By participating in the Bookbuild and the Placing, each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring New Common Shares on the terms and conditions contained in this Announcement (including this Appendix) and to be providing the representations, warranties, undertakings, agreements, acknowledgements and indemnities contained in this Announcement.

Each Placee , represents, warrants, undertakes, agrees and acknowledges to the Company and the Bookrunner (amongst other things) that:

• it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any New Common Shares that are allocated to it for the purposes of its business;
• in the case of a Relevant Person in the United Kingdom who acquires any New Common Shares pursuant to the Placing:
• in the case of any New Common Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation:
• the New Common Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been 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 prior consent of the Bookrunner has been given to the offer or resale; or
• in the case of a Relevant Person in Switzerland who acquires any New Common Shares pursuant to the Placing:
• it is a Professional Client within the meaning of Article 4(3) of the Swiss Financial Services Act ("Professional Client") or, if it is not a Professional Client, it has been explicitly and directly invited by the Company or the Bookrunner and not through a public offer, as such term is defined in Article 3(h) of the Swiss Financial Services Act; and
• in the case of any New Common Shares acquired by it as a financial intermediary, as that term is used in Article 4(3)(a) of the Swiss Financial Services Act:
• the New Common Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in Switzerland other than Professional Clients or in circumstances in which the prior consent of the Bookrunner has been given to the offer or resale; or
• where New Common Shares have been acquired by it on behalf of persons in Switzerland other than Professional Clients, the offer of those New Common Shares to it is not treated under the Swiss Financial Services Act as having been made to such persons;
• it is acquiring the New Common Shares for its own account or is acquiring the New Common Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, undertakings, agreements, acknowledgements and indemnities contained in this Announcement;
• except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any other person on whose account it is acting) is outside of, and does not have an address in, British Columbia, Canada acquiring the New Common Shares and acquiring the New Common Shares as principal, and it is outside of and is not a person resident in Australia, New Zealand, the Republic of Ireland, Japan or South Africa or with an address in Japan, Australia, New Zealand, the Republic of Ireland or South Africa or any overseas person who would not under the provisions of any relevant securities legislation be entitled to receive this document and subscribe for or purchase the New Common Shares.

The Company and the Bookrunner will rely upon the truth and accuracy of the foregoing representations, warranties, undertakings, agreements and acknowledgements. Each Placee hereby agrees with the Bookrunner and the Company to be bound by these terms and conditions as being the terms and conditions upon which New Common Shares will be allotted and issued.

A Placee shall, without limitation, become so bound if the Bookrunner confirms (orally or in writing) to such Placee its allocation of Placing Shares. The Bookrunner does not make any representation to any Placee regarding an investment in the Placing Shares referred to in this Announcement (including this Appendix).

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.

Each Placee, by participating in the Placing, agrees that the content of the Placing Documents is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of the Bookrunner or the Company or any other person and none of the Bookrunner, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any responsibility or liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing.

Details of the Placing Agreement and the Placing Shares

The Bookrunner is acting as broker and bookrunner in connection with the Placing and has 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 Bookrunner, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares. The Placing is not being underwritten by the Bookrunner or any other person.

The price per Common Share at which the Placing Shares are to be placed is 7 pence (the "Issue Price"). The timing of the closing of the book and allocations are at the discretion of the Company and the Bookrunner.

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 9 May 2024 (or such later time or date as the Bookrunner may agree with the Company, being no later than 8.30 a.m. on 16 May 2024) and that dealings in the Placing Shares on AIM will commence at that time.

Bookbuild

The Bookrunner 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.

Participation in, and principal terms of, the Placing

1. The Bookrunner is acting as broker and bookrunner to the Placing, as agent 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 Bookrunner 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.

• Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Bookrunner. The Bookrunner may agree to be a Placee in respect of all or some of the Placing Shares or may nominate any member of their relevant group that is eligible to participate in the Placing to do so.
• To bid in the Bookbuild, prospective Placees should communicate their bid orally by telephone or in writing to their usual sales contact at the Bookrunner. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Issue Price. Bids may be scaled down by the Bookrunner on the basis referred to in paragraph 6 below. The Bookrunner reserves the right not to accept bids or to accept bids in part rather than in whole. The acceptance of the bids shall be at the Bookrunner's absolute discretion, subject to agreement with the Company.
• The Bookbuild is expected to close on 3 May 2024 but may be closed earlier or later at the discretion of the Bookrunner. The Bookrunner 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 Bookrunner) 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 Bookrunner after consultation with the Company (and in accordance with the Bookrunner's allocation policy as has been supplied by the Bookrunner to the Company in advance of such consultation). Allocations will be confirmed orally by the Bookrunner and a trade confirmation will be despatched as soon as possible thereafter. The Bookrunner's 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 Bookrunner 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 Bookrunner's consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.
• To the fullest extent permissible by law, none of the Bookrunner, 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 Bookrunner, 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 Bookrunner's conduct of the Placing or of such alternative method of effecting the Placing as the Bookrunner and the Company may agree.
• The Placing Shares will be issued subject to the terms and conditions of this Appendix and each Placee's commitment to subscribe for Placing Shares on the terms set out in this Appendix will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Bookrunner's conduct of the Placing.

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 Bookrunner's 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 9 May 2024 (or such later time or date as the Bookrunner may otherwise agree with the Company, being no later than 8.30 a.m. on 16 May 2024);
• in the opinion of the Bookrunner (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 Bookrunner may, at its discretion and upon such terms as it 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 Bookrunner by the relevant time or date specified (or such later time or date as the Bookrunner may agree with the Company, being no later than 8.30 a.m. on 16 2024); 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 Bookrunner 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 Bookrunner.

Right to terminate under the Placing Agreement

• any of the warranties given by the Company to the Bookrunner under the Placing Agreement is, or if repeated at any time up to Admission would cause it to be, untrue, inaccurate or misleading in any material respect; or
• 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 the Bookrunner's opinion (acting in good faith and after such consultation with the Company 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 Bookrunner that any statement contained in any Placing Document become untrue or inaccurate or misleading.

By participating in the Placing, each Placee agrees that (a) the exercise by the Bookrunner of any right of termination or of any other discretion under the Placing Agreement shall be within the absolute discretion of the Bookrunner 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 Bookrunner of the allocation and commitments following the close of the Bookbuild.

By participating in the Placing, Placees agree that the exercise by the Bookrunner 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 Bookrunner 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 Bookrunner reserves the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that it 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.

Following the close of the Bookbuild, each Placee to be allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to them at the Issue Price, the aggregate amount owed by such Placee to the Bookrunner and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions in respect of the Placing Shares that it has in place with the Bookrunner.

The Company will deliver (or will procure the delivery of) the Placing Shares to a CREST account operated by the Bookrunner as agent for the Company and the Bookrunner will each enter its delivery instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement in respect of the Placing Shares will take place on 9 May 2024 on a delivery versus payment basis.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Bookrunner may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Bookrunner's 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 on such Placee's behalf.

If Placing 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 Bookrunner 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 Bookrunner (in its capacity as bookrunner and placing agent 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 Bookrunner 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 the Bookrunner and the Company on an after-tax basis in respect of any Indemnified Taxes;
• neither the Bookrunner nor any of its 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;
• in connection with the Placing, the Bookrunner and any of its affiliates acting as an investor for its own account may subscribe for Placing Shares and in that capacity may retain, purchase or sell for its own account such Placing Shares and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to the Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares to the Bookrunner or any of their affiliates acting in such capacity;
• the Bookrunner and its affiliates may enter into financing arrangements and swaps with investors in connection with which the Bookrunner and any of their affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares;
• the Bookrunner does not intend to disclose the extent of any investment or transactions referred to in paragraphs 10 and 11 above otherwise than in accordance with any legal or regulatory obligation to do so;
• the Bookrunner does not owe any fiduciary or other duties to any Placee in respect of any discretions, obligations, representations, warranties, undertakings or indemnities in the Placing Agreement;
• its participation in the Placing is on the basis that it is not and will not be a client of the Bookrunner in connection with its participation in the Placing and that the Bookrunner has no duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any discretions, obligations, representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
• the content of the Placing Documents and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company (and such other persons specifically identified as accepting responsibility to certain parts thereto (if any)) and neither the Bookrunner nor any of its affiliates agents, directors, officers or employees nor any person acting on behalf of any of them is responsible for or has or shall have any responsibility or liability for any information, representation or statement contained in, or omission from, the Placing Documents, the Publicly Available Information or otherwise nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in the Placing Documents, the Publicly Available Information or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by such person;
• it has neither received nor relied on any other information given, or representations, warranties or statements, express or implied, made, by the Bookrunner nor the Company nor any of their respective affiliates, agents, directors, officers or employees acting on behalf of any of them (including in any management presentation delivered in respect of the Bookbuild) with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of any information contained in the Placing Documents, or the Publicly Available Information or otherwise;
• neither the Bookrunner nor the Company nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, nor will provide, it with any material or information regarding the Placing Shares or the Company or any other person other than the information in the Placing Documents or the Publicly Available Information; nor has it requested any of the Bookrunner or the Company or any of their respective affiliates or any person acting on behalf of any of them to provide it with any such material or information;
• it may not rely, and has not relied, on any investigation that the Bookrunner, any of its 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:
• will not look to the Bookrunner or the Company and Group for all or any part of any such loss it may suffer;
• 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;
• will remain liable to the Company and/or the Bookrunner for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);
• 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 Bookrunner 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 Bookrunner as its agent 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;
• the Placee is entitled to participate in the Placing and to acquire the Placing Shares under the laws of all the relevant jurisdictions which apply to the Placee and the Placee has fully observed such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities and will pay any issue, transfer or other taxes due thereunder and the Placee has not taken any action which will or may result in the Bookrunner or the Company being in breach of the legal or regulatory requirements of any territory in connection with the Placing or the Placee's participation in the Placing and acceptance of the Placing Shares;
• the Placee is resident in the jurisdiction specified in the bid to the Bookrunner, and such address was not created and is not used solely for the purpose of acquiring the Placing Shares and the Placee was solicited to purchase the Placing Shares only in such jurisdiction;
• the Placee will be asked to disclose, and must disclose, certain personal information to the Bookrunner and the Company for the purposes of completing the Placing, including but not limited to: (a) Placee name in full; (b) beneficial owner of the securities, individual or non-individual (legal name in full), if different from Placee name; (c) full residential address (or business address in the case of non-individual) including postal code of the beneficial owner of the securities; (d) country where the beneficial owner of the securities resides; (e) domicile and tax residency of beneficial owner; (f) phone number and email address of beneficial owner of the securities; and (g) in respect of Placing Shares to be held in uncertificated form, CREST participant broker, including contact name and phone number, CREST participant ID and CREST member account ID, and, which includes determining the Placee's eligibility to purchase the Placing Shares under applicable securities laws and completing filings required by any stock exchange or securities regulatory authority. If the Placee has not provided the name of someone other than the Placee who is the beneficial owner of the securities, the Placee will be deemed to be the beneficial purchaser or a registered trust company or investment advisor of a fully managed account. Each Placee acknowledges that its personal information as specified in this paragraph 36 (or any other personal information requested) will be disclosed by the Company to the applicable securities regulatory authority (or authorities) or regulator in Canada. Each Placee authorizes the indirect collection of the personal information by the applicable securities regulatory authority (or authorities) or regulator; and the Placee acknowledges that it may contact the official at the applicable authority or regulator as set out in Appendix III who can answer questions about the indirect collection of personal information by such authority or regulator;
• it may be asked to disclose in writing or orally to the Bookrunner:
• 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 Bookrunner 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 Bookrunner has been given to each proposed offer or resale;
• if in the United Kingdom, unless otherwise agreed by the Bookrunner, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS") and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;
• 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 Bookrunner in their capacity as an authorised person under section 21 of the FSMA and it 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;
• (i) it has complied with and will continue to comply with its obligations under the Market Abuse Regulation (EU) No. 596/2014 (or the Market Abuse Regulation (EU) No. 596/2014 as retained in UK law), Criminal Justice Act 1993 and Part VIII of the Financial Services and Markets Act 2000, as amended ("FSMA") and other applicable law; (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) 2017 Regulations, and any other applicable law (where all such legislation listed under this (ii) shall together be referred to as the "AML Legislation"); and (iii) it is not a person: (1) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (2) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (3) subject to financial sanctions imposed pursuant to a regulation of the EU or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and pursuant to AML Legislation and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Bookrunner or the Company such evidence, if any, as to the identity or location or legal status of any person (including in relation to the beneficial ownership of any underlying investor) which the Bookrunner or the Company may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise or any other information as may be required to comply with legal or regulatory requirements (including in particular under the AML Legislation)) in the form and manner requested by the Bookrunner or the Company on the basis that any failure by it to do so may result in the number of Placing Shares that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Bookrunner and the Company may decide at their sole discretion;
• in order to ensure compliance with the AML Legislation, the Bookrunner (for itself and as an agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to the Bookrunner or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the Bookrunner's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the Bookrunner's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity, the Bookrunner (for itself and as an agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either the Bookrunner and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
• it (and any person acting on its behalf) has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment in respect of the Placing Shares allocated to it in accordance with this Appendix on the due time and date set out in this Announcement, failing which the relevant Placing Shares may be placed with other subscribers or sold as the Bookrunner may in its sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the relevant Issue Price and the number of Placing Shares allocated to it and will be required to bear any stamp duty, SDRT or other taxes or duties (together with any interest, fines or penalties) imposed in any jurisdiction which may arise upon the sale of such Placee's Placing Shares;
• any money held in an account with the Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from the Bookrunner's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee;
• neither the Bookrunner nor any of its affiliates, nor any person acting on behalf of them, is making any recommendations to them, advising them regarding the suitability of any transactions they may enter into in connection with the Placing and the Bookrunner is not acting for their clients, and that the Bookrunner will not be responsible for providing the protections afforded to clients or customers of the Bookrunner or for providing advice in respect of the transactions described in this Announcement;
• it acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the trade confirmation, contract note or other (oral or written) confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Bookrunner's conduct of the Placing;
• the rights and remedies of the Company and the Bookrunner under the terms and conditions in this Appendix are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others; and

The foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings are given for the benefit of the Company as well as the Bookrunner and are irrevocable. The Bookrunner and the Company and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings.

Each prospective Placee, and any person acting on behalf of such Placee, irrevocably authorises the Company and the Bookrunner 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.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify on an after tax basis and hold the Company, the Bookrunner and their respective affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred by the Bookrunner, the Company or any of their respective affiliates, agents, directors, officers or employees arising from the performance of that Placees' obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive after completion of the Placing.

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

The Bookrunner is authorised and regulated by the FCA in the United Kingdom and is acting as bookrunner 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

Such statements assume that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealings in the Placing Shares, stamp duty or SDRT or other similar taxes or duties may be payable, for which neither the Company nor the Bookrunner will be responsible and the Placees shall indemnify the Company and the Bookrunner on an after-tax basis for any stamp duty or SDRT or other similar taxes or duties (together with interest, fines and penalties) in any jurisdiction paid by the Company or the Bookrunner in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify the Bookrunner accordingly. Placees are advised to consult with their own advisers regarding the tax aspects of the subscription for Placing Shares.

The Company and the Bookrunner are not liable to bear any taxes that arise on a sale of Placing Shares subsequent to their acquisition by Placees, including any taxes arising otherwise than under the laws of any country in the EEA. Each prospective Placee should, therefore, take its own advice as to whether any such tax liability arises and notify the Bookrunner and the Company accordingly. Furthermore, each prospective Placee agrees to indemnify on an after-tax basis and hold the Bookrunner and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, SDRT and all other similar duties or taxes in any jurisdiction to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.

APPENDIX II

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

APPENDIX III