Mr. Mark Hodgson reports

WILLOW BIOSCIENCES INC. RECEIVES FIRM COMMITMENTS OF $30.0 MILLION UNDER PREVIOUSLY ANNOUNCED RECAPITALIZATION FINANCING

Willow Biosciences Inc. has received firm commitments to purchase an aggregate of $30.0-million of equity securities pursuant to the previously announced non-brokered private placement, with demand significantly exceeding that amount.

The completion of the private placement for proceeds of $30.0-million is expected to occur on or about June 19, 2025, subject to certain closing conditions, including the approval of the TSX Venture Exchange, pursuant to the TSX-V Sandbox program and the completion of a consolidation of the common shares of the company on the basis of one postconsolidation common share for every five preconsolidation common shares.

The company also announces that a special meeting of its shareholders will be held on June 16, 2025, to consider for approval, among other things, a resolution approving the consolidation. Additional information concerning the meeting will be disclosed in the management information circular, which will be filed with Canadian securities regulators and will be available on the SEDAR+ profile of the company.

Following listing on the TSX-V pursuant to the TSX-V Sandbox program, the recapitalized company will be an international upstream royalty and streaming company focused on the identification, acquisition, management and monetization of a well-diversified portfolio of international upstream oil and gas royalty and streaming transactions led by Mark Hodgson as president and chief executive officer, Travis Doupe as chief financial officer, Don Kornelsen as vice-president, commercial, Ryan Giroux as vice-president, corporate development, Blair Anderson as vice-president, geoscience, of the company, and Richard Naden as a senior executive. The company will also evaluate royalty and streaming opportunities in the North American market should such opportunities become available at similar attractive metrics.

We seek Safe Harbor.