/NOT FOR DISTRIBUTION OR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW./
CALGARY, April 15, 2019 /CNW/ - Pursuant to the early warning requirements of applicable Canadian securities laws, Tuatara Capital Fund II, L.P. ("Tuatara") reports that, on April 12, 2019, it acquired 345,727,143 common shares ("Common Shares") in the capital of Willow Biosciences Inc. ("Willow") and 345,727,143 Common Share purchase warrants ("Warrants") for a total purchase price of $12,100,450 under a non-brokered private placement of units ("Units") of Willow at a price of $0.035 per Unit (the "Private Placement"). Each Unit was comprised of one Common Share and one Warrant. Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of CDN$0.035 per Common Share at any time prior to 4:30 p.m. (Calgary time) on April 12, 2023. Each Warrant shall be exercisable for a period of five years and vest as to one third upon the 20-day volume weighted average trading price of the Common Shares ("VWAP") equaling or exceeding CDN$0.0525, one third upon the 20-day VWAP equaling or exceeding CDN$0.070 and the final one third upon the 20-day VWAP equaling or exceeding CDN$0.0875. In the event the 20-day VWAP equals or exceeds CDN$0.14, each Warrant shall be exercisable for 1.5 Common Shares and, for greater certainty, the holder shall be entitled to exercise all of its vested and unexercised Warrants on the basis of 1.5 Common Shares for each Warrant and the holder shall be entitled to receive an additional 0.5 Common Share for each Common Share held by the holder at that time, provided that, at the time of exercise in respect of the additional 0.5 of a Common Share per Warrant, the Common Shares are: (i) listed on the facilities of a recognized stock exchange (other than the Canadian Securities Exchange or the TSX Venture Exchange); (ii) acquired for cash; or (iii) acquired for the securities of a company listed on a recognized stock exchange (other than the Canadian Securities Exchange or the TSX Venture Exchange). If the holder does not exercise any vested Warrants within 20 business days of being provided with written notice from Willow that a particular vesting threshold has been satisfied in respect of such Warrants, then such vested Warrants and any entitlement to the Common Shares issuable upon exercise thereof shall terminate.
Concurrent with the completion of the Private Placement, Willow completed a business combination by way of a statutory plan of arrangement with BioCan Technologies Inc. ("BioCan") and Epimeron Inc. ("Epimeron") pursuant to which, among other things, Willow acquired all of the issued and outstanding common shares in the capital of BioCan and Epimeron in exchange for Common Shares (the "Arrangement").
Prior to the Private Placement and the Arrangement, Tuatara did not hold any securities of Willow.
Immediately following the completion of the Private Placement and the Arrangement, Tuatara beneficially owned or controlled, directly or indirectly, 345,727,143 Common Shares and 345,727,143 Warrants, representing 20.09% (on a non-diluted basis) and 32.90% (on a fully diluted basis) of the voting securities of Willow.
Tuatara acquired the Common Shares and Warrants for investment purposes and may, in the future, increase or decrease its ownership of securities of Willow, directly or indirectly, from time to time depending upon, among other things, the business and prospects of Willow and future market conditions.
For further details regarding the acquisition of the Common Shares and Warrants described above, see the Early Warning Report dated April 15, 2019 available on Willow's SEDAR profile.
SOURCE Tuatara Capital Fund II, L.P.
For further information: OR TO OBTAIN A COPY OF THE EARLY WARNING REPORT FILED IN CONJUNCTION WITH THIS NEWS RELEASE, PLEASE CONTACT: Tuatara Capital Fund II, L.P., 251 Little Falls Drive, Wilmington, DE 19808, Attention: Al Foreman, Telephone : (917) 460-7522; Willow's head office is located at: Willow Biosciences Inc., Suite 202, 1201 - 5th Street S.W., Calgary, Alberta T2R 0Y6