Mr. Mark Hodgson reports

WILLOW BIOSCIENCES INC. ANNOUNCES COMPLETION OF TRANSFORMATIVE RECAPITALIZATION TRANSACTIONS TO FORM ATLAS ENERGY CORP.

In connection with its TSX Venture Exchange Sandbox listing, Atlas Energy Corp. (formerly Willow Biosciences Inc.) has completed its previously announced: (a) non-brokered equity private placement for aggregate gross proceeds of $30.0-million; (b) appointment of a new management team and new board of directors; (c) name change to Atlas Energy Corp.; and (d) consolidation of the common shares of the company on the basis of one postconsolidation common share for every five preconsolidation common shares. The postconsolidation common shares will commence trading on the facilities of the Toronto Stock Exchange under the new name Atlas Energy Corp. and new symbol ATLE within two business days of TSX receipt and acceptance of the required documentation pertaining to the name change and consolidation, which is expected to be on or about market opening on Monday, June 23, 2025. The postconsolidation common shares are expected to be delisted from the TSX on or about market close on Monday, June 23, 2025, and to commence trading under the new name Atlas Energy Corp. and new symbol ATLE on the facilities of the TSX Venture Exchange at market opening on Tuesday, June 24, 2025.

"Listing Atlas Energy Corp. marks a major milestone in our mission to redefine capital access for international energy producers. With $30-million now raised and a strong shareholder base behind us, we're actively evaluating a range of high-quality royalty and streaming opportunities across the globe," said Mark Hodgson, the company's president and chief executive officer. "This is just the beginning -- we're building a new kind of energy partner: one that delivers flexible, non-dilutive capital to responsible operators in the world's most dynamic basins."

Private placement

Pursuant to the private placement, on a postconsolidation basis, the company issued an aggregate of 300.0 million units and 300.0 million common shares at a price of five cents per unit and common share, as applicable, for gross proceeds of $30.0-million. Proceeds from the private placement will be used to finance future acquisition opportunities and for general working capital purposes.

Each unit issued under the private placement was comprised of one common share and one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one common share at a price of five cents until June 19, 2030. The warrants will vest and become exercisable in accordance with the terms set forth in the press release of the company dated May 7, 2025. Pursuant to applicable securities laws, all securities issued pursuant to the private placement are subject to a hold period of four months plus one day following the date of issuance of such securities. The private placement remains subject to the final approval of the TSX-V.

Following the private placement and the consolidation, there are a total of 629,439,353 issued and outstanding common shares.

New management team and new board

The new management team and new board were appointed concurrently with the completion of the private placement, led by Mark Hodgson as president and chief executive officer, Travis Doupe as chief financial officer, Don Kornelsen as vice-president, commercial, Ryan Giroux as vice-president, corporate development, and Blair Anderson as vice-president, geoscience, of the company, and Richard Naden as a senior executive, and including Mr. Hodgson, Richard F. McHardy, Gary Brown, Glenn McNamara and Scott Price as directors. In addition, Sanjib (Sony) Gill, a partner in the Calgary office of the national law firm Stikeman Elliott LLP, will act as corporate secretary.

The new management team expects to focus on investing in producing and growth-oriented oil and gas assets aligned with their prior operating expertise. With a disciplined and diversified strategy, the company will aim to acquire economic interests in undercapitalized assets that have been overlooked amid recent shifts in capital allocation within the industry. The new management team is actively evaluating numerous opportunities.

Transition to TSX-V Sandbox program and voluntary delisting from TSX

As previously announced, the company has received conditional approval to list its common shares on the facilities of the TSX-V as a Tier 2 investment issuer under the TSX-V Sandbox program. The TSX-V Sandbox is an initiative intended to facilitate listing applications that may not generally satisfy the requirements and guidelines of the TSX-V, but due to facts or situations unique to a particular issuer otherwise warrant a listing on the TSX-V or an exemption from certain requirements in the TSX-V corporate finance manual.

The company does not currently meet certain of the original listing requirements of the TSX-V set out in Policy 2.1 -- Initial Listing Requirements because the company will have no specific investments at the time of listing on TSX-V and will therefore not meet the initial listing requirement of having 50 per cent of its available funds invested in two specific investments at the time of listing to meet initial listing requirements for a Tier 2 investment issuer. As such, the TSX-V has exercised its discretion to waive certain original listing requirements in granting the company conditional approval for listing pursuant to the TSX-V Sandbox. The company's press release dated June 16, 2025, provides an overview of all waivers granted in connection with the company's listing, details on the listing conditions imposed by the company, the exit conditions the company must meet in order to exit TSX-V Sandbox and any consequences if the company does not meet these exit conditions. Once listed, there can be no assurance that the company will meet all the exit conditions.

Additional information for Willow shareholders

The name change and the consolidation have not affected the validity of previously issued share certificates of the company. However, registered shareholders are required to exchange their share certificates for share certificates evidencing the postname change and postconsolidation common share amount. Registered shareholders have been mailed a letter of transmittal today containing instructions on how to surrender share certificates evidencing the preconsolidation common share amount to Odyssey Trust Company. A sample letter of transmittal is also available on the company's profile on SEDAR+, if a registered shareholder does not receive a letter of transmittal in respect of its common shares represented by share certificates. The depositary will forward to each registered shareholder who has sent the required documents set forth in the letter of transmittal new share certificates evidencing the new postname change and postconsolidation common share amount. Until surrendered, each share certificate representing preconsolidation common shares will be deemed for all purposes to represent the postconsolidation common shares to which the holder is entitled following the consolidation. Non-registered shareholders (for example, beneficial shareholders holding common shares through an intermediary (a securities broker, dealer, bank or financial institution)) should be aware that the intermediary may have different procedures for processing the consolidation than those that will be put in place by the company for registered shareholders. If shareholders hold their common shares through an intermediary and they have questions in this regard, they are encouraged to contact their intermediaries.

No fractional shares have been issued pursuant to the consolidation. Any fractional interest in common shares that is less than 0.5 resulting from the consolidation has been rounded down to the nearest whole common share and any fractional interest in common shares that is 0.5 or greater has been rounded up to the nearest whole common share.

The company's new Cusip number is 048924104 and new ISIN number is CA0489241046.

The company's outstanding common share purchase warrants have been adjusted on the same basis as the consolidation with respect to the underlying common shares exercisable pursuant to the warrants with proportionate adjustments being made to exercise prices.

National Bank Financial Inc. and DeltaCap Partners Inc. were engaged as financial advisers in connection with the private placement and received cash advisory fees in the aggregate amount of $750,000.

About Atlas Energy Corp.

The recapitalized company is an international upstream royalty and streaming company focused on the identification, acquisition, management and monetization of a well-diversified portfolio of international upstream oil and gas royalty and streaming transactions. The company will also evaluate royalty and streaming opportunities in the North American market should such opportunities become available at similar attractive metrics.

We seek Safe Harbor.