Onco-Innovations Announces Initial Closing of Notional CAD$5 Million Performance-Based Funding Arrangement

Calgary, Canada – July 29, 2026 – Onco-Innovations Limited (CBOE: ONCO) (“Onco” or the “Company”) is pleased to announce that it has closed its previously announced non-brokered private placement financing with Sorbie Bornholm LP (“SBLP”) and Sorbie Investments LLP (“SILP” and, together with SBLP, “Sorbie”) representing a notional subscription amount of approximately CAD$5,000,000 (the “Offering”), before giving effect to the Sharing Arrangement (as defined below), which may result in the Company ultimately receiving an amount that is greater or less than such notional subscription amount.

The Offering was completed as a non-brokered private placement in reliance on available prospectus exemptions under applicable securities laws. The securities issued under the Offering will not be subject to a Canadian statutory hold period or Canadian resale legend.

Pursuant to the Offering, the Company issued an aggregate of 7,936,508 units of the Company (each, a “Unit”) at a notional price of CAD$0.63 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”). SBLP subscribed for 5,317,460 Units for aggregate consideration of CAD$3,350,000 and SILP subscribed for 2,619,048 Units for aggregate consideration of CAD$1,650,000. All Shares comprising the Units and 5,686,508 Warrants were issued to Sorbie on closing. The remaining 2,250,000 Warrants are expected to be issued to Sorbie following receipt of disinterested shareholder approval for such securities, which approval is expected to be sought at the Company’s upcoming annual general and special meeting of shareholders, to be held as soon as practicable. The proceeds available to the Company under the Sharing Arrangement are subject to the settlement mechanics described below. Following completion of the Offering, the Company is expected to have a total of 68,311,037 Shares issued and outstanding.

Each Warrant entitles the holder to purchase one Share at an exercise price of CAD$0.77 for a period of three years following the closing date of the Offering. The Warrants include an equity blocker provision that prohibits the holder from exercising any portion of the Warrants if such exercise would result in the holder, together with any persons whose beneficial ownership of Shares would be aggregated with the holder’s beneficial ownership under applicable Canadian securities laws, owning more than 9.99% of the Company’s outstanding Shares. The Warrants also provide that, if the 10-day volume-weighted average trading price of the Shares on Cboe Canada Inc. (“Cboe”), or such other primary securities exchange on which the Shares may then be listed, is equal to or greater than CAD$1.10 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 30th day following the date of such news release, subject to the equity blocker provision.

The subscription amount for the Offering was satisfied by the acquisition of UK government bonds with a market value of at least CAD$5,000,000, which constitute eligible credit support under the related credit support arrangements, with Sorbie retaining the economic benefit and risk associated with such credit support, as well as the right to use and dispose of the collateral, until amounts are transferred to the Company in accordance with the terms of the Sharing Arrangement.

The Company and SBLP entered into a sharing arrangement transaction confirmation, together with related ISDA documentation and credit support arrangements (collectively, the “Sharing Arrangement”). Under the Sharing Arrangement, the CAD$5,000,000 of eligible credit support will not be made immediately available to the Company. Instead, the eligible credit support is expected to be reduced over 18 monthly settlement tranches, commencing one month after the applicable trigger date, with each monthly tranche corresponding to a scheduled transfer amount of approximately CAD$277,778, assuming all applicable conditions are satisfied and no deferral applies. For each monthly settlement, the amount ultimately payable to the Company will be determined by reference to the volume-weighted average trading price of the Shares for the 20 scheduled trading days prior to the applicable settlement date (the “20-Day VWAP”), measured against an initial price of CAD$0.8260 per Share (the “Initial Price”). The Initial Price is subject to upward adjustment in certain circumstances, including if the Company completes certain financings, backdoor listings, reverse takeovers or merger transactions below CAD$0.63 per Share, or issues Shares or convertible securities under an at-the-market or similar variable-price program. Any increase to the Initial Price would reduce the amount otherwise payable to the Company for the applicable settlement tranche.

If the applicable settlement price exceeds the Initial Price, the Company will receive more than the applicable monthly transfer amount on a pro rata basis. If the applicable settlement price is below the Initial Price, the Company will receive less than the applicable monthly transfer amount on a pro rata basis. For instance, if the 20-Day VWAP at the time of a settlement was equal to CAD$0.63, the approximate amount payable to the Company for the applicable settlement tranche would be CAD$211,865, and if the 20-Day VWAP at the time of settlement was equal to CAD$1.10, the approximate amount payable to the Company for the applicable settlement tranche would be CAD$369,677. The foregoing examples are provided for illustrative purposes only and actual amount received by the Company may differ materially from the illustrative amounts shown above. In no event will a decline in the settlement price of the Shares result in an increase in the number of Shares issued to Sorbie.

In connection with the Sharing Arrangement, the Company paid Sorbie a corporate finance fee of CAD$400,000 satisfied through the issuance of 634,921 additional Units. The Company also paid a refundable deposit of CAD$80,000 to SBLP in connection with the transaction, which, net of SBLP’s and SILP’s legal fees, is to be refunded to the Company following this initial closing at the time of the first monthly settlement under the Sharing Arrangement.

The Company intends to use the net proceeds from the Offering, when received under the Sharing Arrangement, 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.

A copy of the Sharing Arrangement has been filed under the Company’s profile on SEDAR+ and is available for review at www.sedarplus.ca.

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

investors@oncoinnovations.com

The Cboe 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 terms and operation of the Sharing Arrangement; the amount, timing and conditions under which proceeds or eligible credit support may be released or transferred to the Company under the Sharing Arrangement; the maintenance, value, use, substitution or realization of the eligible credit support; the illustrative settlement examples and potential economic outcomes described herein, including the impact of adjustments to the Initial Price on settlement amounts; the expected number of Shares issued and outstanding following completion of the Offering; the intended use of proceeds; the expected resale status of the securities issued under the Offering; the terms and potential exercise or acceleration of the Warrants; the expected issuance of the remaining 2,250,000 Warrants to Sorbie, including the timing and completion of such issuance and the receipt of disinterested shareholder approval therefor; the timing and conduct of the Company’s upcoming annual general and special meeting of shareholders; the fees, compensation, deposit refund and expenses payable in connection with the Offering and the Sharing Arrangement; 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: fluctuations in the trading price and trading volume of the Shares; the operation of the Sharing Arrangement and the amount and timing of any proceeds or eligible credit support received by the Company thereunder; the maintenance, value, use, substitution or realization of the eligible credit support; the possibility that amounts otherwise payable or releasable to the Company may be delayed, reduced, set off or retained in accordance with the terms of the Sharing Arrangement or related credit support arrangements; the satisfaction or non-satisfaction of resale, trading and other settlement conditions; adjustments to the Initial Price and the resulting impact on settlement amounts; the occurrence of events of default, potential events of default, market disruption events, offer period events or other events that may affect settlement under the Sharing Arrangement; the risk that disinterested shareholder approval for the issuance of the remaining 2,250,000 Warrants may not be obtained on the anticipated timeline or at all; the risk that the second closing for the issuance of such Warrants may not occur as currently anticipated or at all; general capital market conditions; 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 Sharing Arrangement will operate in accordance with its terms; that the eligible credit support will be maintained and made available in accordance with the terms of the Sharing Arrangement and related credit support arrangements; that all applicable resale, trading and other settlement conditions will be satisfied when required; that no event of default, potential event of default, market disruption event, offer period event or other deferral event will occur; that no set-off or retention will apply except as contemplated by the Sharing Arrangement and related documentation; that any applicable adjustments to the Initial Price will be determined in accordance with the terms of the Sharing Arrangement; that the Company will receive proceeds under the Sharing Arrangement in the manner currently anticipated; that disinterested shareholder approval for the issuance of the remaining 2,250,000 Warrants will be obtained and that the second closing for such Warrants will be completed as currently anticipated; and that the Company will be able to deploy any proceeds received 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.