WILLOW BIOSCIENCES ANNOUNCES STRATEGIC INVESTMENT FROM KALSEC TO DEVELOP INNOVATIVE NATURAL FOOD INGREDIENTS

Investment further validates Willow’s technology for the development and sustainable manufacture of natural ingredients

Additional capital will accelerate commercialization of Willow’s pipeline

CALGARY, AB, Feb. 20, 2024 /PRNewswire/ – 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 a strategic investment from Kalsec® Inc. (“Kalsec”), a leading global producer of natural taste and sensory, food protection, colors and advanced hops ingredients for the food and beverage industry, for the continued development of natural food ingredients.  This non-brokered equity private placement, which is expected to be the first tranche of financing should certain development milestones be met, comes with initial proceeds of US$100,000 (the “Financing”). Proceeds from the Financing will be used for the commercialization and development of the Company’s pipeline of products, including natural food ingredients, working capital, and general corporate purposes.

“We appreciate the trust Kalsec has in Willow and are delighted to welcome them as a partner and now as an investor as we advance development of multiple savory food and beverage ingredient targets,” said Dr. Chris Savile, Willow’s President & CEO. “We are delighted to expand our partnership with Kalsec to help bring the best products possible to Kalsec’s customers with a keen focus on market-leading innovation and sustainability.”

Pursuant to the Financing, the Company issued 1,359,856 units (each, a “Unit”) at a subscription price of C$0.10 per Unit, each Unit consisting of one (1) common share in the capital of the Company (each, a “Common Share”) and one-half of one (1/2) Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one (1) Common Share at a price of C$0.14 per Common Share until February 20, 2025; provided that if, at any time prior to the expiry date of the Warrants, the 20-day volume weighted average of actual closing prices of the Common Shares on the Toronto Stock Exchange (the “TSX”), or other principal exchange on which the Common Shares are listed, is greater than C$0.18, the Company may accelerate the expiry date of the Warrants to the date that is 20 days following the date of the notice of such acceleration.

Subject to the completion of an operational milestone by Willow to develop a strain that meets certain performance criteria (the “Milestone”), Kalsec agreed to subscribe for and purchase an additional US$100,000 of Units at a price per Unit equal to the greater of: (a) $0.10; and (b) a discount of 10% to the volume weighted average trading price of Common Shares on the TSX for the five business days ended on the completion date of the Milestone (the “Additional Investment”). If the Milestone is achieved, the Company will issue a press release confirming details of the Additional Investment.

All securities issued under the Financing, including securities issuable on exercise thereof, are subject to a hold period in Canada of four months and one day in accordance with applicable securities legislation.

Willow develops and produces precision fermented functional ingredients for the health and wellness, food and beverage and personal care markets. Willow’s FutureGrownTM 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.

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 Financing; and the listing of the Common Shares issuable pursuant to the Financing, the exercise of the Warrants and the Additional Investment (in the event the Milestone is achieved). 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, including its ability to successfully achieve the Milestone; 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.

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SOURCE Willow Biosciences Inc.