Company Announcements

CALGARY, AB , April 30, 2025 /CNW/ - Willow Biosciences Inc. (the "Company") (TSX: WLLW) (OTCQB: CANSF) announces the completion today of the sale (the "Transaction") of its wholly-owned operating subsidiary, Epimeron USA, Inc., to the U.S. subsidiary of Mycofeast Ltd., a privately-held, arms-length entity based in the United Kingdom (the "Purchaser"), pursuant to the terms of a share purchase agreement dated March 14, 2025 (the "Share Purchase Agreement"), between the Company and the Purchaser.

The Transaction was completed for aggregate consideration equal to US$2.76 million in cash following closing adjustments (the "Purchase Price"), of which US$275,975 (the "Escrow Amount") is subject in escrow until September 17, 2025, at which point the Company and the Purchaser will jointly instruct the escrow agent to pay the Company the balance of the Escrow Amount in excess of any amounts subject to indemnity claims and certain post-closing price adjustments. There is no guarantee that all or any portion of the Escrow Amount will be payable to the Company.

The Company intends to apply a portion of the Purchase Price to debt reduction, and will retain the remainder pending a review of its futures cash requirements and potential opportunities, with a view to maximizing shareholder value. Additional information concerning the Transaction is disclosed in the Company's management information circular dated March 26, 2025 (the "Information Circular"). Copies of the Share Purchase Agreement and the Information Circular are available on the Company's SEDAR+ profile at www.sedarplus.ca.  

As a condition to the completion of the Transaction, Dr. Chris Savile, President and Chief Executive Officer of the Company, and Dr. Trish Choudhary, Senior Vice President, Research and Development, resigned from their roles with the Company to join the Purchaser. Travis Doupe, Chief Financial Officer of the Company, has been appointed to the role of Interim Chief Executive Officer effective today. The Company's board of directors wishes to thank Dr. Savile and Dr. Choudhary for their service and wishes them both all the best in their future endeavours. 

Forward-Looking Statements. This news release may include forward-looking statements including opinions, assumptions, estimates and the Company's assessment of future plans and operations, and, more particularly, without limitation, statements concerning: anticipated use of proceeds from the Transaction; receipt of the Escrow Amount by the Company; and potential future opportunities. 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. 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. 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.

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SOURCE Willow Biosciences Inc.