Willow Biosciences Announces $20.0 Million Bought Deal Offering

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

VANCOUVER, British Columbia, Feb. 11, 2021 (GLOBE NEWSWIRE) -- Willow Biosciences Inc. ("Willow" or the "Company") (TSX: WLLW; OTCQX: CANSF) is pleased to announce that it has entered into an agreement with Eight Capital and BMO Capital Markets, to act as co-lead underwriters, on behalf of a syndicate of underwriters (collectively, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 12,122,000 common shares of the Company (the "Common Shares") at a price of $1.65 per Common Share (the "Offering Price") for gross proceeds of $20.0 million (the “Offering”).

The Company has additionally granted the Underwriters an over-allotment option exercisable in whole or in part for a period of 30 days following the closing of the Offering to purchase an additional 15% of the Common Shares issued under the Offering at the Offering Price.

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.

The Common Shares 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"). The terms of the Offering will be described in a prospectus supplement (the "Supplement") to be filed with the securities regulators in each of the provinces of Canada, except Québec. The closing of the Offering will be subject to certain customary conditions, including receipt of all necessary approvals including the approval of the Toronto Stock Exchange.

Copies of the Supplement, following filing thereof, and the accompanying Shelf Prospectus may be obtained on SEDAR at and from Eight Capital, 100 Adelaide St W Suite 2900, Toronto, ON, M5H 1S3. 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 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.

For further information, please visit our website at or contact:

READER ADVISORIES

No Offer

This news release is not an offer of the Common Shares for sale in the United States. The Common Shares 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 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 or under the Company's profile on .

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.