Result of Fundraise

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

This Announcement uses a £:C$ exchange rate of 1: 1.80276

and a £:US$ exchange rate of 1: 1.29658 as at 16:30 (GMT) on 30 October 2024.

Capitalized terms used in this announcement (this "Announcement") have the meanings given to them in the Launch Announcement, unless the context provides otherwise.

Ondine Biomedical Inc.

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

Successful Fundraise, Upsized to C$16.2 million (£9.0m)

Ondine secures funding for US Phase 3 clinical trial.

Ondine Biomedical Inc. (AIM: OBI), a Canadian life sciences company, is pleased to confirm, further to the announcement made earlier today (the "Launch Announcement"), the successful completion of the Placing and Subscription at the Issue Price of 8.5 pence per New Common Share. The Issue Price represents a premium of approximately 1.5 per cent. to the closing price of the Common Shares on 31 October 2024 of 8.375 pence.

The total gross proceeds of the Fundraising have been upsized from the initial target of £8.5m, and are approximately C$16.2 million (£9.0 million) and the estimated net proceeds are expected to be approximately C$15.1 million (£8.3 million).

The Placing has conditionally raised aggregate gross proceeds of approximately C$15.8 million (£8.8 million) pursuant to the placing of 103,403,318 Placing Shares with new and existing investors. The Subscription has raised further gross proceeds of approximately C$0.38 million (£0.21 million) pursuant to subscriptions received for 2,479,035 Subscription Shares.

Carolyn Cross, CEO of Ondine, said:

"With this key financing behind us, we are ready to embark on our key Phase 3 clinical trial in the USA and the first ICU trial in Canada. We are so grateful for the ongoing strong support of our shareholders, many representing top tier institutional investors and are very pleased to welcome significant new shareholders, including M&G Investment Management Limited, to the Company's share register."

The 105,882,353 New Common Shares in aggregate to be issued pursuant to the Placing and the Subscription represent approximately 38 per cent. of the existing issued share capital of the Company.

All shares issued pursuant to the Placing and Subscription will be issued non pre-emptively under the Company's existing authorities and are expected to be admitted to trading on AIM on or around 11 November 2024.

RBC Europe Limited ("RBC"), Orana Corporate LLP ("Orana") and Oberon Capital, a trading name of Oberon Investments Limited, ("Oberon") acted as Joint Brokers to the Placing, and RBC and Oberon acted as Joint Bookrunners. The Placing was conducted following a market sounding by way of an accelerated bookbuild process.

Related Party Transaction

Certain of the directors of the Company have conditionally subscribed for, in aggregate, 2,479,035 Subscription Shares at the Issue Price, raising gross proceeds of approximately C$0.38 million (£0.21 million) for the Company, representing approximately 2.3 per cent of the New Common Shares from the completed Placing and the Subscription participations.

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

1 Existing beneficial holding includes 111,295,529 shares held by Ms Carolyn Cross, including via holdings in 100% owned companies, and 25,858,400 shares held by Mr Robert Cross, husband of Ms Carolyn Cross.

2 Including issuance of 22,222,222 shares pursuant to capital raise announced on 24 September 2024, which will complete ahead of Admission

As previously announced, Carolyn Cross, CEO, provided loans of, in aggregate, C$1.245 million, to the Company (the "Loans") for additional working capital. Ms Cross's participation in the Subscription is facilitated through C$0.2 million repayment in exchange for the 1,305,188 subscription shares shown above. Following the Subscription, the total outstanding loan balance is C$1.045 million, which may be repaid or converted to shares at 8.5 pence at a later date, subject to Board approval. The loan carries no interest and has no specific terms for repayment.

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

Admission, Settlement and Dealings

Admission of the Placing Shares and Subscription Shares is expected to take place on or before 8.00 a.m. on 11 November 2024 with dealings on AIM in the Placing Shares and the Subscription Shares commencing at the same time. Admission is conditional upon, among other things, the Placing Agreement not having been terminated and becoming unconditional in all respects.

Total Voting Rights

Following admission of the Placing Shares and Subscription Shares, in addition to admission of 22,222,222 shares in connection with the private placement announced on 24 September 2024, the Company's issued and fully paid share capital will consist of 406,340,334 Common Shares, all of which carry one voting right per share. The Company does not hold any Common Shares in treasury. Therefore, the total number of Common Shares and voting rights in the Company will be 406,340,334 after the admission of the Placing Shares and the Subscription Shares and the shares connected with the private placement announced on 24 September 2024.

Ondine Biomedical Inc.

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

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 Joint Bookrunners 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.