WILLOW BIOSCIENCES ANNOUNCES STRATEGIC INVESTMENT FROM KALSEC TO DEVELOP INNOVATIVE NATURAL FOOD INGREDIENTS

Investment further validates Willow's technology for the development and sustainable manufacture of natural ingredients

Additional capital will accelerate commercialization of Willow's pipeline

CALGARY, AB, Feb. 20, 2024 /PRNewswire/ - Willow Biosciences Inc. ("Willow" or the "Company") (TSX: WLLW) (OTCQB: CANSF), a leading biotechnology company focused on revolutionizing industrial manufacturing of pure, consistent, and sustainable functional ingredients, is pleased to announce a strategic investment from Kalsec® Inc. ("Kalsec"), a leading global producer of natural taste and sensory, food protection, colors and advanced hops ingredients for the food and beverage industry, for the continued development of natural food ingredients. This non-brokered equity private placement, which is expected to be the first tranche of financing should certain development milestones be met, comes with initial proceeds of US$100,000 (the "Financing"). Proceeds from the Financing will be used for the commercialization and development of the Company's pipeline of products, including natural food ingredients, working capital, and general corporate purposes.

"We appreciate the trust Kalsec has in Willow and are delighted to welcome them as a partner and now as an investor as we advance development of multiple savory food and beverage ingredient targets," said Dr. Chris Savile, Willow's President & CEO. "We are delighted to expand our partnership with Kalsec to help bring the best products possible to Kalsec's customers with a keen focus on market-leading innovation and sustainability."

Pursuant to the Financing, the Company issued 1,359,856 units (each, a "Unit") at a subscription price of C$0.10 per Unit, each Unit consisting of one (1) common share in the capital of the Company (each, a "Common Share") and one-half of one (1/2) Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one (1) Common Share at a price of C$0.14 per Common Share until February 20, 2025; provided that if, at any time prior to the expiry date of the Warrants, the 20-day volume weighted average of actual closing prices 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 C$0.18, the Company may accelerate the expiry date of the Warrants to the date that is 20 days following the date of the notice of such acceleration.

Subject to the completion of an operational milestone by Willow to develop a strain that meets certain performance criteria (the "Milestone"), Kalsec agreed to subscribe for and purchase an additional US$100,000 of Units at a price per Unit equal to the greater of: (a) $0.10; and (b) a discount of 10% to the volume weighted average trading price of Common Shares on the TSX for the five business days ended on the completion date of the Milestone (the "Additional Investment"). If the Milestone is achieved, the Company will issue a press release confirming details of the Additional Investment.

All securities issued under the Financing, including securities issuable on exercise thereof, are subject to a hold period in Canada of four months and one day in accordance with applicable securities legislation.

About Willow Biosciences Inc.

Willow develops and produces precision fermented functional ingredients for the health and wellness, food and beverage and personal care markets. Willow's FutureGrownTM and BioOxi™ platforms enable large-scale production with sustainability at its core. Willow's R&D team has a proven track record of developing and commercializing bio-based manufacturing processes and products to benefit our B2B partners and their customers. For more information, visit www.willowbio.com.

FutureGrown™ and BioOxi™ are registered trademarks of Willow Biosciences Inc. All other trademarks are trademarks of their respective holders.