WILLOW BIOSCIENCES REPORTS 2024 FINANCIAL RESULTS AND UPDATE REGARDING SALE OF OPERATING SUBSIDIARY

Rhea-AI Summary

Willow Biosciences (TSX: WLLW, OTCQB: CANSF) has announced its financial results for 2024 and provided an update on the sale of its operating subsidiary. The company currently faces a working capital deficit of approximately CDN$180,000 excluding lease liabilities.

The company has entered into an agreement to sell its wholly-owned operating subsidiary, Epimeron USA, to a private UK-based entity for US$3.38 million in cash. Of this amount, US$900,000 will be held in escrow subject to adjustments. After anticipated adjustments, transaction costs, severance payments, and debt repayment, Willow expects to retain approximately CDN$1.1 million in cash.

Following the transaction, Willow will likely not meet TSX listing requirements and will undergo an expedited review process. The company will terminate key executives, including CEO Dr. Chris Savile and SVP of Research Dr. Trish Choudhary, as it will cease active operations.

Positive

• Sale of Epimeron subsidiary for US$3.38 million in cash
• Expected CDN$1.1 million cash position after transaction costs and obligations

Negative

• Current working capital deficit of CDN$180,000
• Cessation of all active operations
• Potential delisting from TSX
• Loss of key executives and R&D team
• No guarantee of receiving full escrow amount of US$900,000

SUNNYVALE, Calif., March 25, 2025 /PRNewswire/ - Willow Biosciences Inc. ("Willow" or the "Company") (TSX: WLLW) (OTCQB: CANSF), a biotechnology company focused on industrial manufacturing of ingredients is pleased to announce its financial and operating results for the three months and year ended December 31, 2024, and an update in respect of the disposition of Company's operating subsidiary (as announced via press release on March 14, 2025). Selected financial and operational information is outlined below and should be read with Willow's audited consolidated financial statements, management's discussion and analysis and annual information form for the year ended December 31, 2024, which are available on SEDAR+ at www.sedarplus.ca.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

Financial Results	2024	2023
Revenue	$ 4,662	$ 1,172
General and administrative	3,503	5,598
Research and development	5,057	6,800
Share based compensation	297	420
Depreciation and amortization	1,386	1,831
Gain on sale of property, plant and equipment	(135)	-
Foreign exchange loss (gain)	7	(295)
Gain on fair value warrant liability	-	(23)
Foreign withholding tax expense	538	-
Net finance expense loss (income)	195	(125)
Loss before income taxes	(6,186)	(13,034)
Current income tax expense	3	10
Deferred income tax recovery	-	(15)
Total income tax expense (recovery)	3	(5)
Net loss	(6,189)	(13,029)
Foreign exchange gain (loss) on translation of foreign operations	97	(48)
Net comprehensive loss	$ (6,092)	$ (13,077)
Basic and diluted loss per share	$ (0.05)	$ (0.10)
As at December 31
Statement of Financial Position:	2024	2023
Cash and cash equivalents	$ 333	$ 3,145
Total assets	2,489	6,673
Shareholders' (deficit) equity	(505)	3,436

As of the date hereof, the Company has a working capital deficit of approximately $CDN180,000 excluding lease liabilities.

SALE OF OPERATING SUBSIDIARY

On March 14, 2025, the Company announced that it has entered into an agreement (the "Agreement") with a privately-held, arms-length entity based in the United Kingdom (the "Purchaser"), for the sale of the Company's wholly-owned operating subsidiary, Epimeron, USA, Inc. ("Epimeron") (collectively, the "Transaction"). As Epimeron houses the Company's business operations, intellectual property and research and development team, the disposition will constitute a sale of substantially all of the Company's assets.

The purchase price for the Transaction is equal to US$3.38 million in cash, US$900,000 of which will be held in escrow and subject to indemnity claims and certain revenue/working capital adjustments. The remaining escrow amount releasable to the Company, following deductions permitted under the Agreement, shall be paid to the Company on the date that is 20 weeks from the closing of the Transaction. There is no guarantee that any portion of the escrow amount will be payable to the Company.

Assuming 100% of the escrow amount is released to the Company, the Company expects its cash position to be CDN$1.1 million after minimum anticipated purchase price adjustments of US$250,000, payment of transaction costs and severance costs of approximately US$2.4 million, and repayment of the Company's convertible debentures in the amount of approximately CDN$832,000 (inclusive of interest obligations). Any proceeds remaining will be retained by the Company, pending a review of its future cash requirements and potential next steps.

Following the completion of the Transaction, it is expected that the Company will no longer meet continued listing requirements of the Toronto Stock Exchange (the "TSX") and will be subject to TSX's expedited review process and suspension procedures, in accordance with Part 7 of the TSX Company Manual. In addition, the following employees will be terminated concurrent with the closing of the Transaction as the Company will no longer be carrying on active operations: Dr. Chris Savile, President and Chief Executive Officer, and Dr. Trish Choudhary, Senior Vice President, Research and Development.

More information concerning the Transaction will be available in the Company's management information circular which will be available on Willow's SEDAR+ profile on or about March 28, 2025.

About Willow Biosciences Inc.

Willow develops and produces precision fermented ingredients for the health and wellness, food and beverage, and personal care markets. Willow's FutureGrown^TM and BioOxi^TM 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^TM 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 Company's assessment of future plans and operations, and, more particularly, statements concerning: the completion of the Transaction and its expected benefits; the anticipated timing for the closing of the Transaction; the use of proceeds from the Transaction; anticipated proceeds, purchase price adjustments and transaction severance costs pertaining to the Transaction; anticipated cash remaining with Willow following the completion of the Transaction; and potential future opportunities. When used in this news release, the words "will," "anticipate," "believe," "estimate," "expect," "intent," "may," "project," "should," and similar expressions (including negatives and variations thereof) 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 satisfaction of all conditions to the completion of the Transaction. 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 biotechnology industry in general; counterparty risk to closing the Transaction; the success of the Company's research and development strategies; infringement on intellectual property; failure to benefit from partnerships or successfully integrate acquisitions; actions and initiatives of federal 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 the Company with securities regulatory authorities. Please refer to the Company's most recent annual information form and management's discussion and analysis for additional 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.

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SOURCE Willow Biosciences Inc.

FAQ

What is the total value of Willow Biosciences (CANSF) subsidiary sale to the UK entity?

The total sale value is US$3.38 million in cash, with US$900,000 held in escrow subject to adjustments.

How much cash will Willow Biosciences (CANSF) retain after the Epimeron sale?

The company expects to retain approximately CDN$1.1 million after adjustments, transaction costs, severance payments, and debt repayment.

What happens to Willow Biosciences' (CANSF) TSX listing after the subsidiary sale?

The company will likely not meet TSX listing requirements and will undergo an expedited review process and suspension procedures.

What is Willow Biosciences' (CANSF) current working capital situation?

The company has a working capital deficit of approximately CDN$180,000, excluding lease liabilities.