Mr. Travis Doupe reports

WILLOW ANNOUNCES SALE OF OPERATING SUBSIDIARY

Willow Biosciences Inc. has entered into a definitive agreement dated March 14, 2025, with a privately held, arm's-length entity based in the United Kingdom, pursuant to which the purchaser will acquire the company's wholly owned operating subsidiary, Epimeron USA Inc., including the company's biotechnology business, intellectual property, and research and development team, for $3.38-million (U.S.) in cash, subject to working capital and net debt closing adjustments.

The transaction is the culmination of the company's previously announced strategic review.

The company intends to apply a portion of the net proceeds to debt reduction, and will retain the rest of the proceeds pending a review of its future cash requirements and potential opportunities, with a view to maximizing shareholder value.

Closing of the transaction is expected to occur on or about April 30, 2025, subject to customary closing conditions. The transaction must be approved by shareholders holding at least 66.67 per cent of shares voted in person or by proxy at an annual general and special meeting of shareholders, which will be held April 25, 2025. The transaction has been approved unanimously by Willow's board of directors, which has determined that the transaction is in the best interests of Willow and its shareholders and unanimously recommends that shareholders vote in favour of approving the transaction at the meeting. Willow's major shareholders, directors and officers, who collectively control approximately 22.17 per cent of the outstanding common shares of Willow, have each entered into a voting support agreement, pursuant to which they have irrevocably agreed to vote all common shares in favour of the transaction at the meeting.

The agreement contains customary representations and warranties of each party and interim operational covenants by Willow. The agreement also includes customary support provisions and fiduciary duty governance terms typical for transactions of this nature.

Additional information concerning the transaction and the meeting will be disclosed in more detail in Willow's management information circular. Copies of the agreement and the information circular for the meeting will be filed with Canadian securities regulators, and will be available on the SEDAR+ profile of Willow. Shareholders of Willow are urged to read the information circular and other relevant materials when they become available because such materials will contain important information about the transaction.

About Willow Biosciences Inc.

Willow develops biomanufacturing processes for producing high-value ingredients in pharmaceutical, food and beverage, agriculture, and consumer markets. Willow's FutureGrown and BioOxi platforms enable large-scale production with sustainability at its core. Willow's R&D team has a proven record of developing and commercializing bio-based manufacturing processes and products to benefit its business-to-business partners and their customers.

We seek Safe Harbor.