Willow Biosciences Inc. announce the offering of convertible debenture units for aggregate proceeds of up to CAD 1,200,000 on September 12, 2023.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 investors. Each Debenture Unit will consist of one 12% unsecured convertible debenture in the principal amount of CAD 1,000 with a maturity date of 36 months after the closing of the financing and 4,762 common share purchase warrants.

Each Warrant will entitle the holder thereof to purchase one common share of the Company at a price of CAD 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 CAD 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 acceleration. 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 CAD 0.105 per Share. Interest on the Convertible Debentures will be payable semi-annually in arrears, beginning on December 31, 2023.The offering is expected to close on or about September 29, 2023.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.