Star Metro - Onco-Innovations Announces Term Sheet for Notional CAD$5 Million Performance-Based Funding Arrangement and Amendments to Previously Announced Financing

VANCOUVER, BC / ACCESS Newswire / June 30, 2026 / Onco-Innovations Limited (CBOE:ONCO) ("Onco" or the "Company") is pleased to announce that it has executed a term sheet (the "Term Sheet") with arm's length institutional investors in connection with the Company previously announced non-brokered private placement financing representing a notional subscription amount of approximately CAD$5,000,000 (the "Offering"), before giving effect to the Sharing Agreement (as defined below), which may result in the Company actually receiving an amount that is greater or less than such notional subscription amount.

The Offering will no longer be conducted in reliance on the listed issuer financing exemption under Part 5A of NI 45-106 Prospectus Exemptions as amended by Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "LIFE Exemption"), in respect of which the Company previously filed an offering document on June 19, 2026. Instead, the Company will complete the Offering on a non-brokered private placement basis in reliance on other available prospectus exemptions under applicable securities laws. The Company expects that the securities issued under the Offering will not be subject to a Canadian statutory hold period or Canadian resale legend.

The Offering will consist of the issuance of 6,764,070 units of the Company (each, a "Unit") at a notional price of CAD$0.7392 per Unit, with each Unit comprised of one common share of the Company (each, a "Share") and one common share purchase warrant of the Company (each, a "Warrant"). Closing of the Offering is expected to occur on or about July 15, 2026, subject to the satisfaction of customary closing conditions, including negotiation and execution of definitive documentation and receipt of all necessary regulatory approvals, including approval of Cboe Canada Inc. (the "Cboe").

Each Warrant will entitle the holder to purchase one Share at an exercise price of CAD$0.90 for a period of three years following the closing date of the Offering. The Warrants will include an equity blocker provision that prohibits the holder from exercising any portion of the Warrants if such exercise would result in the holder owning more than 9.99% of the Company's outstanding Shares on a partially diluted basis. The Warrants will also provide that, if the 10-day volume-weighted average trading price of the Shares on the Cboe, or such other primary securities exchange on which the Shares may then be listed, is equal to or greater than CAD$1.30 at the close of any trading day, the Company may, at its option, accelerate the expiry date of the Warrants by issuing a news release announcing that the expiry date will be deemed to be the 30^th day following the date of such news release, subject to the equity blocker provision.

Pursuant to the Term Sheet, the notional subscription amount of the Offering is expected to be satisfied in cash or by way of a portfolio of UK government bonds at market value, with the investors assuming all market and foreign exchange risk associated with any such bond portfolio. The Term Sheet contemplates that the parties will enter into an escrow agreement, subscription agreements and warrant documentation in connection with the Offering, and that the Company and the investors will enter into a sharing agreement based on 5,159,426 Shares at a benchmark price of CAD$0.9691 per Share, subject to adjustment in certain circumstances (the "Sharing Agreement"). Any securities delivered into escrow in connection with the Offering are expected to be released from escrow to the investors on closing.

Under the Sharing Agreement, no funds will be immediately available to the Company on closing. Instead, the Company's economic interest will be determined in 18 monthly settlement tranches measured against the benchmark price, with the first monthly settlement tranche payable at the end of the month in which closing occurs. If, at the time of settlement, the applicable settlement price, determined monthly based on the volume-weighted average trading price for the 20 trading days prior to the settlement date, exceeds the benchmark price, the Company will receive more than 100% of the applicable monthly settlement amount on a pro rata basis. If the settlement price is below the benchmark price, the Company will receive less than 100% of the applicable monthly settlement amount on a pro rata basis. In no event will a decline in the settlement price of the Shares result in an increase in the number of Shares issued to the investors. Additional details about the Offering structure will be provided in the closing news release.

The investors will receive a corporate finance fee of CAD$400,000, payable in cash or through the issuance of 541,126 Units, at the election of the Company.

The Company intends to use the net proceeds from the Offering to advance the development of its ONC010 program through key stages of its clinical development pathway, including manufacturing and preclinical testing activities, for the development of the SynoGraph^™ platform and for general working capital and corporate purposes.

The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or available exemptions from such registration requirements. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States, or in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Onco-Innovations Limited

Onco-Innovations is a Canadian-based company dedicated to cancer research and treatment, specializing in oncology. Onco's mission is to pursue the prevention and treatment of cancer through pioneering research and innovative solutions. The Company has secured an exclusive worldwide license to patented technology that targets solid tumours.

ON BEHALF OF ONCO-INNOVATIONS LIMITED,

"Thomas O'Shaughnessy"
Chief Executive Officer

For more information, please contact:

Thomas O'Shaughnessy,
Chief Executive Officer
Tel: + 1 888 261 8055
[email protected]

The Cboe has not reviewed and does not accept responsibility for the accuracy or adequacy of this release.

Cautionary Note Regarding Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable securities laws ("forward-looking statements"), including, without limitation, statements regarding: the completion of the Offering and the timing thereof; the amendments to the Company's previously announced financing and the Company's determination not to proceed in reliance on the LIFE Exemption; the negotiation and execution of definitive documentation; receipt of all required regulatory approvals, including approval of the Cboe; the anticipated closing date of the Offering; the terms and completion of the Sharing Agreement; the anticipated monthly settlement mechanics; the amount of proceeds ultimately received by the Company; the intended use of proceeds; the terms and potential exercise or acceleration of the Warrants; and the Company's business objectives and planned research and development activities.

Forward-looking statements are often identified by words such as "intend", "expect", "anticipate", "believe", "may", "will", "plan", "potential" and similar expressions. These statements are based on current expectations, estimates and assumptions made by management in light of its experience and perception of historical trends.

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements. Such factors include, without limitation: the Company's ability to complete the Offering on the terms described herein or at all; the Company's ability to complete the Offering as a non-brokered private placement in reliance on available prospectus exemptions; the Company's determination not to proceed in reliance on the LIFE Exemption; the Company's ability to negotiate and execute definitive documentation for the Offering and the Sharing Agreement; the receipt of all necessary regulatory approvals; the ability of the parties to satisfy the conditions to closing; general capital market conditions; fluctuations in the trading price of the Shares; the Company's ability to execute its business and research and development plans; the availability of additional financing on acceptable terms; and other risks and uncertainties disclosed in the Company's continuous disclosure filings available under its profile on SEDAR+.

Forward-looking statements are based on certain assumptions that management believes are reasonable at the time such statements are made, including, without limitation: that the Company will be able to complete the Offering within the anticipated timeframe; that the parties will negotiate and execute definitive documentation on acceptable terms; that all required regulatory approvals will be obtained in a timely manner; that the contemplated Sharing Agreement will be implemented as currently proposed; and that the Company will be able to deploy the proceeds of the Offering in accordance with its business objectives.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements, as actual results may differ materially from those expressed or implied herein.

The forward-looking statements contained in this news release are made as of the date hereof, and the Company undertakes no obligation to update or revise such statements except as required by applicable securities laws.

SORUCE: Onco-Innovations Limited

View the original press release on ACCESS Newswire

F.Tremblay--SMC