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

VANCOUVER, BC, Oct. 29, 2020 /CNW/ -  Willow Biosciences Inc. ("Willow" or the "Company") (TSX: WLLW) (OTCQX: CANSF) is pleased to announce that it has closed its previously announced upsized public offering of 17,692,307 units ("Units") of the Company at a price of $0.65 per Unit, which includes 2,307,692 Units issued pursuant to the exercise in full of the over-allotment option, for aggregate gross proceeds of approximately $11.5 million (the "Offering").

Each Unit consists of one common share in the capital of Willow (a "Common Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one Common Share at a price of $0.85 for a period of 24 months from the date hereof; provided that if, at any time prior to the expiry date of the Warrants, the volume weighted average trading price 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 $1.20 for 20 consecutive trading days, the Company may, within 10 business days of the occurrence of such event, deliver a notice to the holders of Warrants (the "Acceleration Right") accelerating the expiry date of the Warrants to the date that is 30 days following the date of such notice (the "Accelerated Exercise Period"). Any unexercised Warrants will automatically expire at the end of the Accelerated Exercise Period.

Net proceeds from the Offering are expected to be used for the commercialization of cannabigerol (CBG) and other portfolio cannabinoids of the Company, general and administrative expenses, working capital and general corporate purposes.

It is anticipated that the Warrants will be listed and posted for trading on the TSX under the symbol "WLLW.WR" at market open today.

The Offering was made pursuant to an agency agreement dated October 23, 2020 (the "Agency Agreement") between the Company and a syndicate of agents led by ATB Capital Markets Inc., and including Canaccord Genuity Corp. and Eight Capital (collectively, the "Agents"). Pursuant to the Agency Agreement, the Company paid the Agents a cash commission equal to 3.0% of the gross proceeds of the Offering received from investors included by the Company on a president's list, and 6.0% of the remaining gross proceeds of the Offering.  The Company also issued the Agents 474,324 common share purchase warrants (each, a "Compensation Warrant"), with each Compensation Warrant entitling the Agents to purchase one Common Share at a price of $0.85 for a period of 12 months from the date hereof, subject to the Acceleration Right.

The Units were offered in each of the provinces of Canada, other than Québec, pursuant to a prospectus supplement dated October 23, 2020 to the Company's short form base shelf prospectus dated October 13, 2020 (together, the "Supplemented Prospectus"), and were also offered by way of private placement in the United States to "accredited investors" and "qualified institutional buyers". 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.

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; the listing of the Warrants on the TSX; 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 receipt of all approvals and satisfaction of all conditions required to list the Warrants; and the successful implementation of Willow's production 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.

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