Final Result of Fundraise & TVR

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 final update to the Fundraising announced on 1 November 2024.

The Company confirms total gross proceeds from the Fundraising (being the Placing and the Subscription) are c.C$19.2 million (c.£10.8 million) and net proceeds are c.C$18.1 million (c.£10.2 million).

Related Party Transaction

As described in the announcement release on 14 November 2024, certain of the directors of the Company have subscribed 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.

The number of New Common Shares, for which each of the Directors has subscribed for, 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.

The subscriptions by the 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. Hon. Jean Charest, the Company's Chairman and Director independent of the Subscription, considers, having consulted with the Company's nominated adviser, that the terms of the participation by the Directors, are fair and reasonable insofar as the Company's shareholders are concerned. These Directors are participating 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.

Total Voting Rights

Following admission of the New Common Shares at 8.00 a.m. on 18 November 2024 the Company's issued and fully paid share capital will consist of 394,076,188 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 at this date will be 394,076,188 Common Shares.

Following admission of the New Common Shares at 8.00 a.m. on 22 November 2024 the Company's issued and fully paid share capital will consist of 404,004,731 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 at this date will be 404,004,731 Common Shares.

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.