Willow Biosciences Announces Pricing and Upsize of Previously Announced Public Offering to $10.0 Million

/NOT FOR DISTRIBUTION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW./

VANCOUVER, BC, Oct. 21, 2020 /CNW/ - Willow Biosciences Inc. ("Willow" or the "Company") (TSX: WLLW) (OTCQX: CANSF) is pleased to announce that, in connection with its previously announced public offering, ATB Capital Markets Inc., as lead agent, together with Canaccord Genuity Corp. and Eight Capital (collectively, the "Agents"), have agreed to sell 15,384,615 units ("Units") of the Company at a price of $0.65 per Unit (the "Issue Price") for aggregate gross proceeds of approximately $10.0 million (the "Offering"), representing an increase of $2.0 million, due to excess demand.

Each Unit will consist 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 will entitle the holder thereof to acquire one Common Share at a price of $0.85 for a period of 24 months from the closing date of the Offering; 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 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.

The Company has also granted the Agents an option (the "Over-Allotment Option") to purchase up to an additional 15% of the number of Units offered in the Offering. The Over-Allotment Option may be exercised in whole or in part upon written notice to the Company at any time up to 30 days following the closing date of the Offering.

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.

The Offering is expected to close on or about October 28, 2020, subject to customary closing conditions. Closing of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX.

The Units will be offered in each of the provinces of Canada, other than Québec, pursuant to the Company's base shelf prospectus dated October 13, 2020 (the "Shelf Prospectus"). In connection with the Offering, the Company intends to enter into an agency agreement with the Agents and file a prospectus supplement (the "Supplement") to the Shelf Prospectus describing the terms of the Offering with the securities regulatory authorities in each of the provinces of Canada, except Québec.

Copies of the Supplement, following filing thereof, and the accompanying Shelf Prospectus may be obtained on SEDAR at www.sedar.com and from ATB Capital Markets Inc., Suite 3530, 66 Wellington Street West, Toronto, ON M5K 1A1. The Shelf Prospectus contains, and the Supplement will contain, important detailed information about the Company and the Offering. Prospective investors should read the Supplement and accompanying Shelf Prospectus and the other documents the Company has filed on SEDAR at www.sedar.com before making an investment decision.

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

No Offer

This news release is not an offer of the Units for sale in the United States. The Units have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirement of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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 Company's ability to close the Offering; the terms of the Offering; the closing date of the Offering; the use of proceeds from the Offering; 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 to the completion of the Offering; 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.

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