/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW/
AB, Sept. 12, 2023 /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 an offering of convertible debenture units of the
Company (the "Debenture Units"), on a non-brokered private
placement basis, for aggregate proceeds of up to C$1.2 million (the "Offering"). This
offering is being led by insiders including members of the Board of
Directors and members of the senior management team of the Company,
who are expected to subscribe to approximately 50% of the total
funds raised. The Offering is currently open only to accredited
Each Debenture Unit will consist of one 12% unsecured
convertible debenture in the principal amount of C$1,000 (each, a "Convertible Debenture")
with a maturity date of 36 months after the closing of the
financing (the "Maturity Date") and 4,762 common share
purchase warrants (each, a "Warrant"). Each Warrant will
entitle the holder thereof to purchase one common share of the
Company (each a "Share") at a price of C$0.105 per Share for a period of 24 months;
provided that if, at any time prior to the expiry date of the
Warrants, the 20-day volume weighted average of actual closing
prices of the Shares on the Toronto Stock Exchange (the
"TSX"), or other principal exchange on which the Shares are
listed, is greater than C$0.15, the
Company may accelerate the expiry date of the Warrants to the date
that is 20 days following the date of the notice of such
The Convertible Debentures will be convertible at the holder's
option into Shares at any time prior to the earlier of the business
day immediately preceding the Maturity Date and the date fixed for
redemption of the Convertible Debentures at a conversion price of
C$0.105 per Share. The interest on
the Convertible Debentures will be payable semi-annually in
arrears, beginning on December 31,
2023, and will be payable in cash or paid-in-kind through
the issuance of Shares or a combination thereof, at the option of
the Company. If paid-in-kind through the issuance of Shares, the
number of Shares issued shall be calculated based on the 5-day WVAP
of the Shares immediately prior to the notice from the Company that
it has elected to satisfy its interest obligations in Shares.
The Company intends to use the proceeds from the Offering for
the commercialization and development of the Company's pipeline of
products, working capital and general corporate purposes. Upon
closing of the financing with gross proceeds of C$1.2 million, the Company anticipates having
sufficient cash on hand to fund operations into the second half of
2024. This financing also allows the new Board Members and new
members of the senior management team of the Company to align with
and participate in the future potential value proposition of the
Company alongside existing shareholders as Willow continues to
execute on its strategic growth plans.
Closing of the Offering is expected to occur on or about
September 29, 2023 (the "Closing
Date") and is subject to the approval of the TSX.
All securities issued under the Offering, including securities
issuable on conversion or exercise thereof, will be subject to a
hold period in Canada of four
months and one day following the Closing Date in accordance with
applicable securities legislation.
As any directors and officers of the Company that participate in
the Offering are insiders of the Company, their participation in
the Offering is considered a "related party transaction" pursuant
to Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions ("MI 61-101").
The Company will rely on Sections 5.5(a) and 5.7(1)(a) of MI 61-101
for exemptions from the requirements to obtain a formal valuation
and minority shareholder approval, respectively, because the fair
market value of their participation will be below 25% of the
Company's market capitalization for the purposes of MI 61-101.
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 FutureGrownTM 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
This press release is not an offer of the securities for sale in
the United States. The securities
offered have not been, and will not be, registered under the U.S.
Securities Act or any U.S. state securities laws and may not be
offered or sold in the United
States absent registration or an available exemption from
the registration requirement of the U.S. Securities Act and
applicable U.S. state securities laws. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of these securities, in any
jurisdiction in which such offer, solicitation or sale would be
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,
statements concerning the completion of the Offering, the size
thereof and the use of proceeds therefrom. 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 of management, including assumptions in respect of
current and future market conditions. 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. Any number of
important factors could cause actual results to differ materially
from those in the forward-looking statements. 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 profile on www.sedarplus.ca.
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.
SOURCE Willow Biosciences Inc.