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CALGARY,
AB, July 18, 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 functional
ingredients, is pleased to announce that it has closed its
previously announced brokered private placement offering of
16,397,365 units ("Units") of the Company at a price of
$0.10 per Unit (the "Issue
Price") for aggregate gross proceeds to the Company of
$1,639,736.50 (the
"Offering"). The Offering was conducted by Independent
Trading Group (ITG) Inc. (the "Agent"), who acted as lead
agent and sole bookrunner on a "best efforts" basis.
Willow intends to use the proceeds of 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, as
described in the offering document relating to the Offering that
can be accessed under the Company's profile
at www.sedarplus.ca and on the Company's website at
www.willowbio.com.
"We appreciate ITG's efforts and are delighted with the outcome
that includes further investment from our strategic food ingredient
partner, Kalsec", said Dr. Chris
Savile, President and Chief Executive Officer of Willow.
"The proceeds provide the Company with the funds needed to continue
execution of our programs and partnerships through to commercial
realization that are anticipated in 2024 and into 2025".
Each Unit issued under the Offering consists 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 entitles the holder
thereof to acquire one (1) Common Share at an exercise price of
$0.13 per Common Share (the
"Exercise Price") 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.
In connection with the Offering, the Agent received a cash
commission of $86,992.10 and was
issued 869,921 non-transferable broker warrants ("Broker
Warrants"). Each Broker Warrant will entitle the Agent to
purchase one (1) Unit for a period of 36 months following Closing,
with 824,921 Broker Warrants being exercisable at the Issue Price,
and 45,000 Broker Warrants being exercisable at the Exercise Price.
The Broker Warrants, and the Common Shares and Warrants underlying
the Broker Warrants, are subject to a statutory hold period of four
months and one day pursuant to applicable "accredited investor"
exemptions under NI 45-106.
The Offering remains subject to the final approval of the
TSX.
The Units were sold to purchasers pursuant to the listed issuer
financing exemption (the "LIFE Exemption") under Part 5A of
National Instrument 45-106 – Prospectus Exemptions ("NI
45-106"), and therefore are not subject to resale restrictions
pursuant to applicable Canadian securities laws. For further
information regarding the Offering, please see the Company's news
release dated June 3, 2024.
Certain insiders of the Company participated in the Offering on
the same terms and conditions as non-arm's length subscribers,
subscribing for a total of 1,500,000 Units for aggregate proceeds
of $150,000 Participation by such
insiders in the Offering constitutes a "related party transaction"
pursuant to Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions ("MI
61-101"). The Company relied on exemptions from the formal
valuation and minority shareholder requirements provided under
section 5.5(a) of MI 61-101 on the basis that the fair market value
of the offered Units to be issued to insiders does not exceed 25%
of Willow's pre-transaction market capitalization. The Company did
not file a material change report 21 days prior to closing of the
Offering as the participation of insiders of the Company in the
Offering had not been confirmed at that time and the shorter time
period was necessary in order to permit the Company to close the
Offering prior to the required deadline under Part 5A of NI
45-106.
About Willow Biosciences Inc.
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, visit www.willowbio.com.
FutureGrown™ and BioOxi™ are registered trademarks of Willow
Biosciences Inc. All other trademarks are trademarks of their
respective holders.
Forward-Looking Statements
This news release may include forward-looking statements
including opinions, assumptions, estimates and the assessment of
future plans and operations of Willow, and, more particularly,
statements concerning: Willow's business strategies, expectations,
planned operations and future actions; the use of proceeds from the
Offering; the listing of the Common Shares issuable pursuant to the
Offering; the exercise of the Warrants and Broker Warrants, as
applicable; and the final acceptance of the TSX. When used in this
news release, the words "will," "anticipate," "believe," "likely",
"estimate," "expect," "intent," "may," "project," "outlook,"
"could," "would'" "should," and similar expressions are intended to
be among the statements that identify forward-looking statements.
The forward-looking statements are based upon a number of estimates
and assumptions made by Willow, including but not limited to:
assumptions in respect of current and future market conditions;
future operations of Willow; and 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 Willow believe 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 materially from those in the forward-looking statements,
including but not limited to: the success of Willow's research and
development strategies; infringement on intellectual property;
failure to benefit from partnerships; actions and initiatives of
federal, state 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 Willow with
securities regulatory authorities. Please refer to the Company's
most recent Annual Information Form and Management's Discussion and
Analysis for risk factors relating to Willow, which can be accessed
either on Willow's website at www.willowbio.com or under the
Company's SEDAR+ profile at www.sedarplus.ca.
The forward-looking statements contained in this news release
are made as of the date hereof and Willow 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.
