WLLW Willow Biosciences Inc

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SUNNYVALE, Calif., June 3, 2024 /CNW/ - 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 ingredients, announces a brokered private placement offering (the "Offering") of up to 30,000,000 units ("Units") of Willow at an issue price of C$0.10 per Unit (the "Offering Price") to raise aggregate gross proceeds of up to C$3.0 million. Independent Trading Group (ITG) Inc. (the "Agent") has agreed to act as lead agent and sole bookrunner on a "best efforts" basis in connection with the Offering.

Each Unit issued under the Offering shall consist of one (1) common share in the capital of the Company (each, a "Common Share") and one-half (1/2) of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one (1) Common Share at an exercise price of $0.13 per Common Share for a period of 36 months from the closing of the Offering (the "Closing"), subject to accelerated expiry in the event the volume-weighted average closing price of the Common Shares on the Toronto Stock Exchange (the "TSX") is equal to or exceeds $0.17 for ten (10) consecutive trading days.

Willow intends to use the net proceeds from the Offering to support the Company's enzyme engineering of existing pipeline of products, including the funding of products relating to the Company's recently announced strategic partnership with Laurus Labs to develop new biobased routes for seven active pharmaceutical ingredients, strain engineering of existing pipeline of products, working capital requirements and general corporate purposes. When combined with previously available working capital, revenues from current funded programs, including the partnership with Laurus Labs, payments for expected performance milestones, and future revenues from new partnerships under negotiation, the Company anticipates having sufficient working capital until the end of 2025.

The Closing will take place on such date or dates as may be agreed upon by the Company and the Agent (the "Closing Date"), and, in any event, on or before July 18, 2024, being the date that is 45 days from the date hereof. Willow will apply to list the shares distributed under the Offering on the TSX. Closing of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSX. There can be no assurances that the Offering will be completed on the terms set out herein, or at all, or that the proceeds of the Offering will be sufficient for the purposes of the Company set out herein.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions ("NI 45-106"), the Offering is being made to purchasers resident in each of the Provinces of Canada , except Quebec, as well as the United States, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "LIFE Exemption"). The securities offered under the LIFE Exemption will not be subject to a hold period in accordance with applicable securities laws. There is an offering document (the "Offering Document") related to the Offering that can be accessed under Willow's SEDAR+ profile at www.sedarplus.ca, and on the Company's website at: www.willowbio.com. Prospective investors should read the Offering Document before making an investment decision.

Upon closing of the Offering, Willow will pay to the Agent a cash commission equal to 7.0% of the aggregate gross proceeds of the Offering other than for sales to certain "president's list" purchasers identified by Willow, for which a 3.0% cash commission will be payable. Willow will also issue to the Agent such number of non-transferrable broker warrants as is equal to 7.0% of the aggregate gross proceeds of the Offering other than for sales to certain "president's list" purchasers identified by Willow, in which case the number of non-transferrable broker warrants shall be reduced to 3.0% of the aggregate gross proceeds of the Offering. Each broker warrant will entitle the Agent to purchase one (1) Unit at the Offering Price for a period of 36 months following Closing. The Company has also granted the Agent an option (the "Over-Allotment Option"), exercisable in whole or in part, to sell such number of additional Units, as is equal to 15% of the number of Units of the Company issued pursuant to the Offering. The Over-Allotment Option may be exercised by the Agent for a period of 30 days from and including the Closing. The Agent has no obligations whatsoever to exercise the Over-Allotment Option, in whole or in part. If the Offering is fully subscribed and the Over-Allotment Option is exercised in full, the aggregate gross proceeds of the Offering will be approximately $3,450,000.

Willow develops and produces precision fermented functional ingredients for the health and wellness, food and beverage and personal care markets. Willow's FutureGrown™ 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, or to view Willow's updated corporate presentation, visit www.willowbio.com.

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

This news release may include forward-looking statements including opinions, assumptions, estimates and the Company's assessment of future plans, platforms and operations, and, more particularly, statements concerning: the anticipated size, term and closing date of the Offering, the anticipated use of net proceeds from the Offering, the demand and market size potential of the synthetic ingredients industry; and the business plan of the Company, generally, including becoming a leader in precision fermentation, research and production of functional ingredients. 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 Company's ability to successfully complete the Offering on substantially the terms contemplated; the expected date of Closing, whether the proceeds of the Offering will be sufficient for the purposes of the Company moving forward, TSX and other required approvals; the success of Willow's strategic partnerships and the development of future strategic partnerships; the financial strength of the Company; the ability of the Company to fund its business plan using cash on hand and existing resources; the market for Willow's products; the ability of the Company to obtain and retain applicable licences; the ability of the Company to obtain suitable manufacturing partners and other strategic relationships; and the successful implementation of Willow's commercialization and production 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, including, but not limited to: the Company's ability to complete the Offering on substantially the terms contemplated; risks inherent in the biotechnology 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; competition from other industry participants; adverse U.S., Canadian and global economic conditions; adverse global events and public-health crises; 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.sedarplus.ca.

Any financial outlook and future-oriented financial information contained in this document regarding prospective financial performance, financial position, cash balances or revenue, including the anticipated completion of the Offering, is based on assumptions about future events, including economic conditions and proposed courses of action based on management's assessment of the relevant information that is currently available. Projected operational information contains forward-looking information and is based on a number of material assumptions and factors, as are set out above. These projections may also be considered to contain future-oriented financial information or a financial outlook. The actual results of the Company's operations for any period will likely vary from the amounts set forth in these projections and such variations may be material. Actual results will vary from projected results. Readers are cautioned that any such financial outlook and future-oriented financial information contained herein should not be used for purposes other than those for which it is disclosed herein.

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.