Mr. Travis Doupe reports

Willow Biosciences Inc. intends to complete a non-brokered private placement offering on a best efforts basis for a minimum of 10 million units and a maximum of up to 25,016,762 units of the company at an issue price of eight cents per unit for minimum gross proceeds of $800,000 and maximum gross proceeds of up to approximately $2-million.

Each unit issued under the offering shall consist of one common share in the capital of the company and one-half of one common share purchase warrant. Each warrant will entitle the holder thereof to acquire one common share at an exercise price of 11 cents per common share for a period of 36 months from the closing of the offering, subject to accelerated expiry in the event the volume-weighted average closing price of the common shares on the Toronto Stock Exchange is equal to or exceeds 14 cents for 10 consecutive trading days.

Willow intends to use the net proceeds from the offering toward working capital requirements and general corporate purposes, and to accelerate development of two high-priority programs in the company's existing pipeline for future partnering, the primary driver of Willow's recent revenue growth. The programs include: the development of an innovative biobased process to produce glucagon-like peptide-1 (GLP-1) receptor agonists that are the active pharmaceutical ingredients in medications such as Wegovy and Zepbound; and the development of a BioOxi-based process to produce opioid antagonist APIs, for medications such as Naloxone, which are used to reverse or reduce the effects of opioids. Both developed processes are expected to provide the APIs with significantly less waste and reduced costs. If the offering is not fully subscribed, the company will apply the proceeds of the offering to the foregoing uses in priority and in such proportions as management of the company determines is in the best interests of the company, as further set out in the offering document.

The closing will take place on such date or dates as may be determined by the company, and, in any event, on or before Jan. 2, 2025, 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. The company may pay a finder's fee in connection with the offering to eligible arm's-length finders in accordance with the policies of the TSX.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 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. The securities offered under the LIFE exemption will not be subject to a hold period in accordance with applicable securities laws.

About Willow Biosciences Inc.

Willow develops biomanufacturing processes for producing high-value ingredients in pharmaceutical, food and beverage, agriculture, and consumer markets. Willow's FutureGrown and BioOxi platforms enable large-scale production with sustainability at its core. Willow's research and development team has a proven track record of developing and commercializing bio-based manufacturing processes and products to benefit our B2B partners and their customers.

We seek Safe Harbor.