/NOT FOR DISTRIBUTION TO
Each Debenture Unit will consist of one 12% unsecured convertible debenture in the principal amount of
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
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
Closing of the Offering is expected to occur on or about
All securities issued under the Offering, including securities issuable on conversion or exercise thereof, will be subject to a hold period in
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 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
This press release is not an offer of the securities for sale in
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
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