Willow Biosciences Announces Acceleration of Expiry Date of Outstanding Warrants Issued Pursuant

VANCOUVER, BC,Jan. 25, 2021/CNW/ – Willow Biosciences Inc. (“Willow” or the “Company“) (TSX: WLLW) (TSX: WLLW.WT) (OTCQX: CANSF) is pleased to announce that it has elected to exercise its right under the terms of a warrant indenture datedOctober 29, 2020(the “Warrant Indenture“) governing the common share purchase warrants of the Company issued onOctober 29, 2020(the “2020Warrants“) to accelerate the expiry date of the 2020 Warrants.

Pursuant to the Warrant Indenture, the Company may accelerate the expiry of the 2020 Warrants in the event the volume weighted average trading price of the common shares of the Company (“Common Shares“) on the Toronto Stock Exchange exceeds$1.20for at least 20 consecutive trading days (the “Acceleration Trigger“) by delivering written notice to the holders of the 2020 Warrants (the “Warrantholders“) within 10 business days of the Acceleration Trigger (the “Acceleration Notice“). The 2020 Warrants will, unless exercised, expire on the 30thday after the Company provides the Acceleration Notice.

As of the close of markets on January 22, 2021, the 20-day volume weighted average trading price of the Common Shares was in excess of$1.20. Accordingly, Willow will deliver the Acceleration Notice to all registered Warrantholders on January 26, 2021, and pursuant to the Warrant Indenture, such Acceleration Notice will be deemed to have been delivered on January 29, 2021.  Any 2020 Warrants that have not been exercised by5:00 p.m.(Calgarytime) on February 28, 2021will automatically be cancelled. A copy of the Acceleration Notice will also be filed under Willow’s SEDAR profile atwww.sedar.com.

2020 Warrants registered in the name of the Warrant holder may be exercised by following the instructions on the exercise notice form attached to the certificate evidencing the 2020 Warrants.  2020 Warrants held by a broker, investment advisor or other intermediary may be exercised by contacting your broker, investment advisor or other intermediary.

As of January 25, 2021, a total of 9,320,478 2020 Warrants have yet to be exercised. Each 2020 Warrant is exercisable to acquire one Common Share at an exercise price of$0.85. If all 2020 Warrants are exercised, proceeds to the Company will total$7,922,406.

The 2020 Warrants are currently posted for trading on the Toronto Stock Exchange under the symbol “WLLW.WT”.

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 expected proceeds from the exercise of the 2020 Warrants 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 decision of Warrantholders to exercise their 2020 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.

View original content to download multimedia:http://www.prnewswire.com/news-releases/willow-biosciences-announces-acceleration-of-expiry-date-of-outstanding-warrants-issued-pursuant-to-october-2020-unit-financing-301213820.html

SOURCE Willow Biosciences Inc.View original content to download multimedia:http://www.newswire.ca/en/releases/archive/January2021/25/c3458.html