WILLOW BIOSCIENCES ANNOUNCES COMPLETION OF PREVIOUSLY ANNOUNCED CONVERTIBLE DEBENTURE FINANCING

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CALGARY, AB, Oct. 10, 2023 /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 the completion of its previously announced offering of convertible debenture units of the Company (the "Debenture Units"), on a non-brokered private placement basis, for aggregate proceeds of C$800,000 (the "Offering"). The Offering was led by insiders including members of the Board of Directors and members of the senior management team of the Company, who subscribed for a total of C$515,000.

Willow Biosciences Inc. Logo (CNW Group/Willow Biosciences Inc.)

Each Debenture Unit consists of one 12% unsecured convertible debenture in the principal amount of C$1,000 (each, a "Convertible Debenture") with a maturity date of October 10, 2026 (the "Maturity Date") and 4,762 common share purchase warrants (each, a "Warrant"). Each Warrant entitles the holder thereof to purchase one common share of the Company (each a "Share") at a price of C$0.105 per Share until October 10, 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 Shares on the Toronto Stock Exchange (the "TSX"), or other principal exchange on which the Shares are listed, is greater than C$0.15, 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.

The Convertible Debentures are convertible at the holder's option into Shares at any time prior to the earlier of the business day immediately preceding the Maturity Date and the date fixed for redemption of the Convertible Debentures at a conversion price of C$0.105 per Share. The interest on the Convertible Debentures will be payable semi-annually in arrears, beginning on December 31, 2023, and will be payable in cash or paid-in-kind through the issuance of Shares or a combination thereof, at the option of the Company. If paid-in-kind through the issuance of Shares, the number of Shares issued shall be calculated based on the 5-day VWAP of the Shares immediately prior to the notice from the Company that it has elected to satisfy its interest obligations in Shares.

The Company intends to use the proceeds from the Offering for the commercialization and development of the Company's pipeline of products, working capital and general corporate purposes.

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

As all directors and officers of the Company that participated in the Offering are insiders of the Company, their participation in the Offering was considered 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 Sections 5.5(a) and 5.7(1)(a) of MI 61-101 for exemptions from the requirements to obtain a formal valuation and minority shareholder approval, respectively, because the fair market value of their participation was less than 25% of the Company's market capitalization for the purposes of MI 61-101.

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 FutureGrownTM and BiOxi™ 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 BiOxi™ 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 Company's assessment of future plans and operations, and, more particularly, statements concerning the use of proceeds from the Offering. 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 of management, including assumptions in respect of current and future market conditions. Forward-looking statements are subject to a wide range of risks and uncertainties, and although the Company believes 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. 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 profile on www.sedarplus.ca.

The forward-looking statements contained in this news release are made as of the date hereof and the Company 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.

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