Willow Biosciences Announces Exercise of Over-Allotment Option and Completion of Previously Announced Bought Deal Offering

VANCOUVER, BC, Feb. 19, 2021 /CNW/ - Willow Biosciences Inc. ("Willow" or the "Company") (TSX: WLLW) (TSX: WLLW.WT) (OTCQX: CANSF) is pleased to announce that it has closed its previously announced upsized bought deal offering of 17,424,800 common shares (the "Common Shares") of the Company at a price of $1.65 per Common Share, which includes 2,272,800 Common Shares issued pursuant to the exercise in full of the over-allotment option, for aggregate gross proceeds of approximately $28.75 million (the "Offering"). Participation in the Offering was comprised primarily of existing cornerstone shareholders and new institutional buyside funds.

Net proceeds from the Offering are expected to be used to help access new markets for the Company's cannabinoid portfolio, expedite the commercialization of new cannabinoids, access additional manufacturing capacity, working capital and general corporate purposes.

"We're very pleased with the results of the Offering, the proceeds of which will allow the Company to accelerate capital spending towards execution of our commercialization plan for our existing portfolio cannabinoids and continue to explore opportunities for cannabinoids in development," said Trevor Peters, President and Chief Executive Officer of Willow." This financing saw significant interest from institutional money managers which is a key step in the evolution of the Company. Additionally, the strong cash position of Willow allows us as an organization to have significantly more negotiating leverage with potential business development opportunities. With commercialization of our first cannabinoid expected to occur in Q1 2021, marking the final step in our transition to becoming a revenue generating company, we are in a very strong position to generate value for Willow stakeholders."

The Offering was made pursuant to an underwriting agreement dated February 16, 2021 (the "Underwriting Agreement") between the Company and a syndicate of underwriters led by Eight Capital and BMO Nesbitt Burns Inc. and also including Canaccord Genuity Corp. (collectively, the "Underwriters"). Pursuant to the Underwriting Agreement, the Company paid the Underwriters a cash commission equal to 6.0% of the gross proceeds of the Offering. The Company also issued the Underwriters 1,045,488 common share purchase warrants (each, a "Compensation Warrant"), with each Compensation Warrant entitling the Underwriters to purchase one Common Share at a price of $2.15 for a period of 24 months from the date hereof, provided that if, at any time prior to the expiry date of the Compensation Warrants, the 20-day volume weighted average of actual closing prices of the Common Shares on the Toronto Stock Exchange, or other principal exchange on which the Common Shares are listed, is greater than $3.05 (the "Acceleration Trigger"), the Company may, within 10 business days of the occurrence of an Acceleration Trigger, deliver a notice to the Underwriters accelerating the expiry date of the Compensation Warrants to the date that is 30 days following the date of such notice (the "Accelerated Exercise Period"). Any unexercised Compensation Warrants shall automatically expire at the end of the Accelerated Exercise Period.

Travis Doupe, Willow's Chief Financial Officer, added "the Offering puts us in a strong financial position to pursue our goals in 2021, and provides further cash on hand to continue our work towards commercialization of cannabigerol ("CBG") and scale-up development of our other portfolio cannabinoids."

The Common Shares were offered in each of the provinces of Canada, other than Québec, pursuant to a prospectus supplement dated February 16, 2021 to the Company's short form base shelf prospectus dated October 13, 2020 (together, the "Supplemented Prospectus"). The terms of the Offering are further described in the Supplemented Prospectus, which is available under the Company's SEDAR profile at www.sedar.com.

About Willow Biosciences Inc.

Willow is a Canadian biotechnology company based in Vancouver, British Columbia that produces high purity, plant-derived compounds that provide building blocks for the global pharmaceutical, health and wellness, and consumer packaged goods industries. Willow's current focus is in the production of cannabinoids for the treatment for pain, anxiety, obesity, brain disorders, among other significant indications. Willow's science team has a proven track record of developing manufacturing technologies  for high purity compounds in pain and cancer treatments. Willow's manufacturing process creates a consistent, scalable and sustainable product that allows for the discovery and development of new life changing drugs.

READER ADVISORIES

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, including the Company's ability to successfully access new markets for the Company's cannabinoid portfolio, expedite the commercialization of new cannabinoids and access additional manufacturing capacity; the timing of development and commercialization scale-up of CBG and other cannabinoids not currently within Willow's cannabinoid portfolio; the timing of first sales and revenue generation; the ability of Willow to successfully negotiate with potential business development opportunities; the relative strength of the Company to generate value for its stakeholders; and the business plan of the Company, generally, including cannabinoid research and production. When used in this news release, the words "will," "anticipate," "believe," "estimate," "expect," "intent," "may," "project," "should," and similar expressions are intended to be among the statements that identify forward-looking statements. The forward-looking statements are founded on the basis of expectations and assumptions made by the Company which include, but are not limited to, the successful implementation of Willow's production, development and commercialization strategy, generally. 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 including, but not limited to, risks associated with: the cannabinoid industry in general; the success of the Company's research and development strategies; infringement on intellectual property; failure to benefit from partnerships or successfully integrate acquisitions; actions and initiatives of federal and provincial governments and changes to government policies and the execution and impact of these actions, initiatives and policies; import/export and research restrictions for cannabinoid-based operations; the size of the medical-use and adult-use cannabinoid market; competition from other industry participants; adverse U.S., Canadian and global economic conditions; adverse global events and public-health crises, including the current COVID-19 pandemic; 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 the Company with securities regulatory authorities. Please refer to the Company's most recent Annual Information Form and Management's Discussion and Analysis for additional 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.sedar.com.

Any financial outlook and future-oriented financial information contained in this document regarding prospective financial performance, financial position, cash flows or cash balances is based on assumptions about future events, including economic conditions and proposed courses of action based on management's assessment of the relevant information that is currently available. Projected operational information contains forward-looking information and is based on a number of material assumptions and factors, as are set out above. These projections may also be considered to contain future-oriented financial information or a financial outlook. The actual results of the Company's operations for any period will likely vary from the amounts set forth in these projections and such variations may be material. Actual results will vary from projected results. Readers are cautioned that any such financial outlook and future-oriented financial information contained herein should not be used for purposes other than those for which it is disclosed herein.

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.

SOURCE Willow Biosciences Inc.

For further information, please visit our website at www.willowbio.com or contact: Trevor Peters, President and Chief Executive Officer, T: [phone], E: [email protected]; Troy Talkkari, CFA, Vice President, Corporate Development, T: [phone], E: [email protected]; 150, 2250 Boundary Road, Burnaby, BC V5M 3Z3