Mr. Travis Doupe reports

WILLOW BIOSCIENCES INC. ANNOUNCES COMPLETION OF SALE OF OPERATING SUBSIDIARY AND MANAGEMENT CHANGES

Willow Biosciences Inc. has completed the sale of its wholly owned operating subsidiary, Epimeron USA Inc., to the U.S. subsidiary of Mycofeast Ltd., a privately held, arm's-length entity based in the United Kingdom, pursuant to the terms of a share purchase agreement dated March 14, 2025, between the company and the purchaser.

The transaction was completed for aggregate consideration equal to $2.76-million (U.S.) in cash following closing adjustments, of which $275,975 (U.S.) is subject in escrow until Sept. 17, 2025, at which point the company and the purchaser will jointly instruct the escrow agent to pay the company the balance of the escrow amount in excess of any amounts subject to indemnity claims and certain postclosing price adjustments. There is no guarantee that all or any portion of the escrow amount will be payable to the company.

The company intends to apply a portion of the purchase price to debt reduction, and will retain the rest pending a review of its future cash requirements and potential opportunities, with a view to maximizing shareholder value. Additional information concerning the transaction is disclosed in the company's management information circular dated March 26, 2025. Copies of the share purchase agreement and the information circular are available on the company's SEDAR+ profile.

As a condition to the completion of the transaction, Dr. Chris Savile, president and chief executive officer of the company, and Dr. Trish Choudhary, senior vice-president, research and development, resigned from their roles with the company to join the purchaser. Travis Doupe, chief financial officer of the company, has been appointed to the role of interim chief executive officer, effective today. The company's board of directors wishes to thank Dr. Savile and Dr. Choudhary for their service and wishes them both all the best in their future endeavours.

We seek Safe Harbor.