Willow Biosciences and Tuatara Capital Announce Exercise of Warrants

CALGARY, May 27, 2019 /CNW/ – Willow Biosciences Inc. (“Willow” or the “Company“) (CSE: WLLW) and Tuatara Capital Fund II, L.P. (“Tuatara“) are pleased to announce that Tuatara has acquired 9,219,390 common shares (“Common Shares“) of the Company pursuant to the exercise of Common Share purchase warrants (“Warrants“) for proceeds to the Company of $8,066,966.67(the “Warrant Exercise“).

Trevor Peters, President and Chief Executive Officer of Willow, stated “This additional capital from our sector-focused private equity partner, Tuatara, puts us on even stronger financial footing and will accelerate our ability to secure strategic relationships with potential manufacturing and distribution partners. We anticipate that our strengthened position will make it possible for Willow to earn a larger share of the revenues to be generated once commercial cannabinoid production is achieved and distribution by one or more strategic partners commences.”

As previously announced, the Company has completed a consolidation of its issued and outstanding Common Shares on the basis of 1 new post-consolidation Common Share for every 25 pre-consolidation Common Shares (the “Consolidation“). The Common Shares began trading on a post-Consolidation basis on the Canadian Securities Exchange on May 21, 2019. The Common Share information in this press release is reported on a post-Consolidation basis.

Additional Early Warning Disclosure

As a result of the foregoing, Tuatara currently owns 23,048,476 Common Shares and 115,242,381 Warrants (exercisable for a total of 4,609,695 Common Shares), representing 29.44% of the issued and outstanding Common Shares on a non-diluted basis, and 33.36% of the issued and outstanding Common Shares on a fully diluted basis. Since the last early warning report filed by Tuatara on April 15, 2019, changes in the security holdings of Tuatara in the Common Shares arose without any action being taken by Tuatara and solely as a result of the Consolidation. Therefore, immediately prior to the exercise of the Warrants, Tuatara held 13,829,086 Common Shares and 345,727,143 Warrants (exercisable for a total of 13,829,086 Common Shares), representing 20.02% of the then issued and outstanding Common Shares on a non-diluted basis, and 33.36% of the then issued and outstanding Common Shares on a fully diluted basis.

Tuatara acquired the Common Shares pursuant to the exercise of Warrants for investment purposes, and may, in the future, increase or decrease its ownership of securities of Willow, directly or indirectly, from time to time depending upon, among other things, the business and prospects of Willow and future market conditions.

A copy of Tuatara’s related early warning report has been filed with the applicable securities commissions and is available on SEDAR at www.sedar.com, a copy of which may be obtained by contacting:

Tuatara Capital Fund II, L.P.
12 E. 44th St. Floor 8
New York, NY 10017
USA

Attention: Al Foreman
Telephone : (917) 460-7522

About Willow Biosciences Inc.

Based in Calgary, Alberta, Willow is a synthetic biology company focused on revolutionizing industrial manufacturing of active pharmaceutical ingredients and other high value products that have been traditionally plant-derived.

For further information, please contact:

Trevor Peters
President and Chief Executive Officer
T: (403) 669-4848
E: t.peters@willowbio.com

Troy Talkkari
CFA Vice President, Corporate Development
T: (403) 618-1117
E: t.talkkari@willowbio.com

202, 1201 – 5th Street SW
Calgary, AB T2R 0Y6

Forward-Looking Statements

This news release may include forward-looking statements including opinions, assumptions, estimates, the Company’s assessment of future plans and operations, and, more particularly, statements concerning the use of proceeds from the Warrant Exercise. When used in this document, 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 timing of the receipt of the required regulatory and third party approvals and the future operations the Company. 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. Willow cautions that its intention to proceed with the Consolidation and other forward-looking statements relating to Willow are subject to all of the risks and uncertainties normally incident to such endeavors. Except as required by applicable laws, the Company does not undertake any obligation to publicly update or revise any forward-looking statements.

Neither the Canadian Securities Exchange nor the Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.