Result of Fundraising

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

This Announcement uses a £:C$ exchange rate of 1 : 1.71690 as at 16:30 (GMT) on 1 May 2024.

Ondine Biomedical Inc.

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

Result of Fundraising

Ondine Biomedical Inc. (AIM: OBI), a Canadian life sciences company, is pleased to confirm, further to the announcement made on 3 May 2024, (the "Launch Announcement"), the successful completion of the Placing and Subscription at the Issue Price of 7 pence per New Common Share (the "Fundraising"). The Issue Price represents a premium of approximately 36.6 per cent. to the closing mid-price of the Common Shares on 2 May 2024.

The total gross proceeds of the Fundraising are approximately £3.04 million (C$5.23 million) and the estimated net proceeds are expected to be approximately £2.92 million (C$5.00 million).

The Placing has conditionally raised aggregate gross proceeds of approximately £2.74 million (C$4.71 million) pursuant to the placing of 39,209,992 Placing Shares with new and existing investors. The Subscription has raised further gross proceeds of approximately £0.29 million (C$0.50 million) pursuant to subscriptions received for 4,182,673 Subscription Shares.

The 43,392,665 New Common Shares in aggregate to be issued pursuant to the Fundraising represent approximately 19.1 per cent. of the existing issued share capital of the Company, or approximately 16.1 per cent. of the share capital of the Company as enlarged by the Fundraising.

All shares issued pursuant to the Fundraising 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 9 May 2024.

In addition, the Company will issue 21,696,327 Warrants in conjunction with the Fundraising, on the basis of one Warrant for every two Placing Share(s) or Subscription Share(s) purchased. Each Warrant can be exercised over one Common Share within nine months of Admission, at an exercise price of 15 pence.

Orana Corporate LLP ("Orana") acted as Joint Broker to the Placing and Singer Capital Markets Securities Limited ("SCM") acted as Bookrunner for the Placing. The Placing was conducted following a market sounding by way of an accelerated book build process.

Related Party Transaction

Certain of the directors of the Company ("Directors") have conditionally subscribed for, in aggregate, 4,079,981 Subscription Shares at the Issue Price, raising gross proceeds of approximately £0.29 million (C$0.49 million).

The number of New Common Shares conditionally subscribed for by each of the Directors and the associated issue of Warrants, and their resulting shareholdings following the Admission of the Placing Shares and the Subscription Shares subscribed for to date are set out below:

1 Existing beneficial holding includes 109,469,879 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 and associated issue of Warrants, constitute a related party transaction for the purposes of Rule 13 of the AIM Rules (the "Transaction"). The independent Directors for the purposes of the Fundraising, being Hon. Jean Charest and Nicolas Loebel, having consulted with the Company's nominated adviser, consider that the terms of the Transaction 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 around 8.00 a.m. on 9 May 2024 and dealings on AIM in the Placing Shares and the Subscription Shares will commence at the same time. Admission is conditional upon, among other things, the Placing Agreement becoming unconditional and not being terminated, and the Subscription being carried out within the Company's existing statutory authority to issue shares on a non pre-emptive basis.

Total Voting Rights

Following admission of the Placing Shares and Subscription Shares, the Company's issued and fully paid share capital will consist of 270,146,454 Common Shares, each carrying one voting right per Common 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 270,146,454 after Admission.

Ondine Biomedical Inc.

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

Simon Vane Percy, Amanda Bernard

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. 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. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.