WILLOW BIOSCIENCES ANNOUNCES CLOSING OF PRIVATE PLACEMENT OF UNITS

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CALGARY, AB, July 18, 2024 /CNW/ - Willow Biosciences Inc. ("Willow" or the "Company") (TSX: WLLW) (OTCQB: CANSF), a leading biotechnology company focused on revolutionizing industrial manufacturing of pure, consistent, and sustainable functional ingredients, is pleased to announce that it has closed its previously announced brokered private placement offering of 16,397,365 units ("Units") of the Company at a price of $0.10 per Unit (the "Issue Price") for aggregate gross proceeds to the Company of $1,639,736.50 (the "Offering"). The Offering was conducted by Independent Trading Group (ITG) Inc. (the "Agent"), who acted as lead agent and sole bookrunner on a "best efforts" basis.

Willow intends to use the proceeds of the Offering to support the Company's enzyme engineering of existing pipeline of products, including the funding of products relating to the Company's recently announced strategic partnership with Laurus Labs to develop new biobased routes for seven active pharmaceutical ingredients, strain engineering of existing pipeline of products, working capital requirements and general corporate purposes, as described in the offering document relating to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.willowbio.com.

"We appreciate ITG's efforts and are delighted with the outcome that includes further investment from our strategic food ingredient partner, Kalsec", said Dr. Chris Savile, President and Chief Executive Officer of Willow. "The proceeds provide the Company with the funds needed to continue execution of our programs and partnerships through to commercial realization that are anticipated in 2024 and into 2025".

Each Unit issued under the Offering consists of one (1) common share in the capital of the Company (each, a "Common Share") and one-half (1/2) of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one (1) Common Share at an exercise price of $0.13 per Common Share (the "Exercise Price") for a period of 36 months from the closing of the Offering (the "Closing"), subject to accelerated expiry in the event the volume-weighted average closing price of the Common Shares on the Toronto Stock Exchange (the "TSX") is equal to or exceeds $0.17 for ten (10) consecutive trading days.

In connection with the Offering, the Agent received a cash commission of $86,992.10 and was issued 869,921 non-transferable broker warrants ("Broker Warrants"). Each Broker Warrant will entitle the Agent to purchase one (1) Unit for a period of 36 months following Closing, with 824,921 Broker Warrants being exercisable at the Issue Price, and 45,000 Broker Warrants being exercisable at the Exercise Price. The Broker Warrants, and the Common Shares and Warrants underlying the Broker Warrants, are subject to a statutory hold period of four months and one day pursuant to applicable "accredited investor" exemptions under NI 45-106.

The Offering remains subject to the final approval of the TSX.

The Units were sold to purchasers pursuant to the listed issuer financing exemption (the "LIFE Exemption") under Part 5A of National Instrument 45-106 – Prospectus Exemptions ("NI 45-106"), and therefore are not subject to resale restrictions pursuant to applicable Canadian securities laws. For further information regarding the Offering, please see the Company's news release dated June 3, 2024.

Certain insiders of the Company participated in the Offering on the same terms and conditions as non-arm's length subscribers, subscribing for a total of 1,500,000 Units for aggregate proceeds of $150,000 Participation by such insiders in the Offering constitutes a "related party transaction" pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on exemptions from the formal valuation and minority shareholder requirements provided under section 5.5(a) of MI 61-101 on the basis that the fair market value of the offered Units to be issued to insiders does not exceed 25% of Willow's pre-transaction market capitalization. The Company did not file a material change report 21 days prior to closing of the Offering as the participation of insiders of the Company in the Offering had not been confirmed at that time and the shorter time period was necessary in order to permit the Company to close the Offering prior to the required deadline under Part 5A of NI 45-106.

About Willow Biosciences Inc.

Willow develops and produces precision fermented functional ingredients for the health and wellness, food and beverage and personal care markets. Willow's FutureGrown^™ and BioOxi™ platforms enable large-scale production with sustainability at its core. Willow's R&D team has a proven track record of developing and commercializing bio-based manufacturing processes and products to benefit our B2B partners and their customers. For more information, visit www.willowbio.com.

FutureGrown™ and BioOxi™ are registered trademarks of Willow Biosciences Inc. All other trademarks are trademarks of their respective holders.

Forward-Looking Statements

This news release may include forward-looking statements including opinions, assumptions, estimates and the assessment of future plans and operations of Willow, and, more particularly, statements concerning: Willow's business strategies, expectations, planned operations and future actions; the use of proceeds from the Offering; the listing of the Common Shares issuable pursuant to the Offering; the exercise of the Warrants and Broker Warrants, as applicable; and the final acceptance of the TSX. When used in this news release, the words "will," "anticipate," "believe," "likely", "estimate," "expect," "intent," "may," "project," "outlook," "could," "would'" "should," and similar expressions are intended to be among the statements that identify forward-looking statements. The forward-looking statements are based upon a number of estimates and assumptions made by Willow, including but not limited to: assumptions in respect of current and future market conditions; future operations of Willow; and successful implementation of Willow's commercialization and production strategy, generally. Forward-looking statements are subject to a wide range of risks and uncertainties, and although Willow believe that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will be realized. Any number of important factors could cause actual results to differ materially from those in the forward-looking statements, including but not limited to: the success of Willow's research and development strategies; infringement on intellectual property; failure to benefit from partnerships; actions and initiatives of federal, state and provincial governments and changes to government policies and the execution and impact of these actions, initiatives and policies; competition from other industry participants; adverse U.S., Canadian and global economic conditions; adverse global events and public-health crises; failure to comply with certain regulations; departure of key management personnel or inability to attract and retain talent; and other factors more fully described from time to time in the reports and filings made by Willow with securities regulatory authorities. Please refer to the Company's most recent Annual Information Form and Management's Discussion and Analysis for risk factors relating to Willow, which can be accessed either on Willow's website at www.willowbio.com or under the Company's SEDAR+ profile at www.sedarplus.ca.

The forward-looking statements contained in this news release are made as of the date hereof and Willow does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, except as required by applicable law. The forward-looking statements contained herein are expressly qualified by this cautionary statement. 

SOURCE Willow Biosciences Inc.

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