Updated Result of Fundraise

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

This Announcement uses a C$:£ exchange rate of 1 : 0.5626 as at 16:30 (GMT) on 12 November 2024.

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

Ondine Biomedical Inc. (LON: OBI), a Canadian life sciences company, announces a further update to its Private Placement announced on 24 September 2024 and the Fundraising announced on 1 November 2024.

The Company has no further clarity on the timing of the completion of the Private Placement but remains confident that this should complete in due course. Further updates will be provided when available.

The Company announced on 1 November that certain of the directors of the Company have conditionally subscribed for, in aggregate, 2,479,035 Subscription Shares at the Issue Price. Since then, Carolyn Cross, CEO, has indicated her intention to subscribe for additional Subscription Shares and Nicolas Loebel, President and CTO, has indicated an intention to subscribe for Subscription Shares. In addition, the number of Subscription Shares to be issued to the relevant directors as set out in the 1 November announcement has been updated to take account of exchange rate variations.

The Company can now confirm that Carolyn Cross, CEO, Robert Cross, husband to Carolyn Cross and Nicolas Loebel, President and CTO, intend to subscribe for a total of 19,372,003 Subscription Shares at the Issue Price (being 8.5 pence per Share).

Furthermore, the Company has agreed with certain of its employees and vendors to settle payables in exchange for 1,816,670 shares in aggregate, also by way of subscription, thereby increasing the total number of Subscription Shares being subscribed for to 22,365,654 Subscription Shares. Therefore, the Subscription is now expected to raise gross proceeds of approximately C$3.6 million (c.£2.0 million).

The Placing conditionally raised aggregate gross proceeds of approximately C$15.6 million (£8.8 million) pursuant to the placing of 103,403,318 Placing Shares with new and existing investors at the Issue Price.

Therefore, the total gross proceeds from the Fundraising (being the Placing and the Subscription) is now expected to be c. C$19.2 million (c.£10.8 million), increased from c. C$16.2 million (£9.0 million announced on 1 November 2024. The estimated net proceeds are expected to be approximately C$18.1 million (c.£10.2 million), increased from c. C$15.1 million (c.£8.3 million).

The Company confirms that admission and settlement of the 103,403,318 Placing Shares and 12,437,111 Subscription Shares amounting to c. C$17.7 million (c.£10.0 million) is now expected to take place on 18 November 2024 with the remaining 9,928,543 Subscription Shares amounting to C$1.5 million (c.£0.8 million), expected to be admitted to trading on AIM on or around 22 November 2024.

The 125,768,972 New Common Shares, in aggregate to be issued pursuant to the Fundraising, represent approximately 45.2% per cent of the existing issued share capital of the Company.

All shares issued pursuant to the Fundraising will be issued on a non pre-emptive basis under the Company's existing authorities.

Increased Subscription & Related Party Transactions

Certain of the directors of the Company intend to subscribe for, in aggregate, 20,548,984 Subscription Shares, to raise gross proceeds of approximately C$3.1 million (c.£1.75 million) for the Company, representing approximately 16.3 per cent of the New Common Shares from the completed Placing and the Subscription participations.

Carolyn Cross and Robert Cross intend to subscribe for 18,710,100 New Common Shares. This is made up of:

• A c.$0.9 million repayment of some of the outstanding balances due to Carolyn Cross, in exchange for 5,935,374 Subscription Shares. This is an increase of c.$0.7 million over the figure announced on 1 November 2024 ("Carolyn Cross' Enlarged Subscription").
• Conversion of C$130k (c. £73k) outstanding bonus due to Carolyn Cross into 860,474 Subscription Shares.
• A subscription from Robert Cross amounting to 11,914,252 Subscription Shares for C$1.8 million (c.£1.0 million), to be paid in two tranches. The first tranche is for 1,985,709 Subscription Shares amounting to C$0.3 million (c.£0.17 million) ("Robert Cross' First Subscription"). The second tranche is for 9,928,543 Subscription Shares amounting to C$1.5 million (c.£0.84 million) ("Robert Cross' Second Subscription").

The number of New Common Shares, for which each of the Directors intend to subscribe, 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 Carolyn Cross, including via holdings in 100% owned companies, and 25,858,400 shares held by Robert Cross, husband of Carolyn Cross. Following admission, the holdings will increase to 118,091,377 and 37,772,652 shares respectively.

2 Including issuance of 9,928,543 shares to Robert Cross to close on or about 22 November 2024.

As previously announced, Carolyn Cross, CEO, provided loans, in aggregate, of C$1.245 million, to the Company (the "Loans") for additional working capital. Following the Subscription, the total outstanding loan balance is C$345,000, 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 intended subscriptions by the Participating Directors will constitute related party transactions for the purposes of Rule 13 of the AIM Rules by virtue of such Persons being Directors of the Company. These Directors intend to participate at the same Issue Price as the Investors.

Use of Proceeds and Further Funding

The combined funds will be used to conduct the Company's US-based Phase 3 clinical trial for its Steriwave® nasal photodisinfection system, drive commercialization in approved markets, and support the Company's working capital needs, securing a cash runway into late Q2 2025. Together with the C$5 million (circa £2.8 million) Canadian Private Placement announced 24 September 2024, which will be settled in due course, the Company will have cash runway to early Q4 2025 and anticipated Phase 3 topline results

In the event that the Company concludes the ongoing discussions with a major U.S. healthcare group regarding a potential investment of up to US$4 million (£3.1 million) the Company's expected cash runway would be into Q1 2027.

Admission, Settlement and Dealings

Admission of a total of 115,840,429 New Common Shares is expected to take place on or around 8.00 a.m. on 18 November 2024 with dealings on AIM in the commencing at the same time.

Admission of the 9,928,543 shares under Robert Cross' Second Subscription is expected to take place on or around 8.00 a.m. on 22 November 2024 with dealings on AIM in the commencing at the same time.

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

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.