Proposed Fundraise

Proposed Minimum £8.5 million (C$15.3m) Fundraise

Ondine Biomedical Inc. (AIM: OBI), a Canadian life sciences company, announces a proposed fundraising to raise not less than c.£8.5 million (C$15.3 million) from new and existing shareholders. The fundraising is being implemented by way of a proposed placing (the "Placing") and 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 8.5 pence per New Common Share (the "Issue Price").

The majority of the Company's Directors (together the "Participating Directors") intend to participate in the Subscription for a total of c.£0.21 million (C$0.38 million) in gross proceeds forming part of the Fundraising, with such Subscription being conducted in accordance with applicable Canadian prospectus exemptions.

The primary objective of the Fundraising is to provide the Company with sufficient capital to conduct the U.S. Phase 3 clinical study for its nasal photodisinfection system (branded as Steriwave® outside the U.S.). Finalized with regulatory input and in close collaboration with HCA Healthcare, Ondine's U.S. clinical trial partner, the circa 5,000-patient group-randomized crossover study is to be carried out at 14 HCA hospital sites and will compare standard-of-care infection prevention practices with and without nasal photodisinfection. The Company plans to recruit the first patient by the end of 2024, with the final patient expected mid-2025, and an early data readout anticipated in Autumn 2025.

To support these goals, the Company seeks to raise a minimum of £8.5 million (C$15.3 million) from investors through the Fundraising. An additional C$5 million (c.£2.8 million) is anticipated from the equity raise via private placement which was announced to the market on 24 September 2024 and is due to settle by 8 November 2024 (the "Private Placement"). Combined, the Fundraising and Private Placement are projected to raise at least £11.3 million (C$20.4 million), providing sufficient funds to complete the Phase 3 trial through the final patient recruitment, drive commercialization in approved markets, and support the Company's working capital needs, securing a cash runway into early H2 2025.

Additionally, the Company is engaged in discussions with a major U.S. healthcare group regarding a potential investment of up to US$4 million (£3.1 million). While the terms and structure of this investment are still under negotiation, the Company aims to finalize the arrangement by the end of 2024. If secured, this additional US$4 million investment would extend the cash runway to early Q2 2026, including anticipated Phase 3 topline results and NDA submission. If these negotiations do not yield an agreement, the Board will explore alternative funding options to extend the cash runway beyond early H2 2025.

• 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 100,000,000 New Common Shares, representing approximately 36 per cent of the existing issued share capital of the Company.
• The Issue Price represents a premium of approximately 1.5 per cent to the closing price on 31 October 2024 of 8.375 pence.
• The final number and allocation of the Placing Shares will be determined by RBC Capital Markets, Orana Corporate LLP and Oberon Capital, a trading name of Oberon Investments Limited, in agreement with the Company and the result of the Placing will be announced as soon as practicable after the release 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, 2,479,035 Subscription Shares at the Issue Price, raising gross proceeds of c.£0.21 million (C$0.38 million) for the Company. 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 RBC Europe Limited ("RBC"), Orana Corporate LLP ("Orana") and Oberon Capital, a trading name of Oberon Investments Limited, ("Oberon") as Joint Brokers to the Placing, and RBC and Oberon as Joint Bookrunners, 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 1 November 2024 (or such later time as may be agreed between the Joint Brokers, the Joint Bookrunners 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 and the Placing Agreement (as defined below) becoming unconditional and not being terminated, and the Subscription are 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 the Joint Brokers and the Joint Bookrunners, and the result of the Placing will be confirmed by a further announcement released as soon as practicable thereafter. The timing of the closing of the Placing and the Result of Placing Announcement, final allocations and the total size of the Placing shall be determined at the absolute discretion of the Company, the Joint Brokers and the Joint Bookrunners. No aspect of the Fundraising is being underwritten.

Ondine Biomedical Inc.

Oberon Capital (Joint Broker to the Placing and Joint Bookrunner)

About Ondine Biomedical Inc.

UK Product Governance Requirements

EU Product Governance Requirements

• 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.

APPENDIX I

No prospectus

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 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 Joint Bookrunners, 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 Joint Bookrunners or any other person.

The price per Common Share at which the Placing Shares are to be placed is 8.5 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 authorized and will, when issued, be credited as fully paid up and will be issued subject to the Articles of the Company and rank pari passuin 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 11 November 2024 (or such later time or date as the Joint Bookrunners may agree with the Company, being no later than 8.30 a.m. on 18 November 2024) and that dealings in the Placing Shares on AIM will commence at that time.

Bookbuild

The Joint Bookrunners and Joint Brokers 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 Joint Bookrunners are acting as joint brokers and bookrunners 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 Joint Bookrunners and SCM Advisory are authorized 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 November 2024 but may be closed 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.
• 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 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 11 November 2024 (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 18 November 2024);
• 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 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 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 18 November 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 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.

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 the 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, 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, 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 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.

It is expected that settlement in respect of the Placing Shares will take place on 11 November 2024 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 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 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 organization. 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 its 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 Bookrunners and the Company on an after-tax basis in respect of any Indemnified Taxes;
• neither the Joint Bookrunners 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;
• neither the Joint Bookrunners nor 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 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:
• 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, authorizations, 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 authorized 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 authorized 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 an authorized 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 authorized person;
• disclosed such information to any person, prior to the information being made publicly available;
• 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 recognized stock exchange.

Each prospective Placee, and any person acting on behalf of such Placee, irrevocably authorizes 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 will not be admitted to trading on any stock exchange other than AIM.

The Joint Bookrunners are authorized 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

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