Acquisition of Units of Willow Biosciences Inc. by Tuatara Capital Fund II, L.P.

/NOT FOR DISTRIBUTION OR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW./

CALGARY, AB, Nov. 3, 2020 /CNW/ - Pursuant to the early warning requirements of applicable Canadian securities laws, Tuatara Capital Fund II, L.P. ("Tuatara") reports that, on October 29, 2020, it acquired 2,000,000 common shares ("Common Shares") in the capital of Willow Biosciences Inc. ("Willow") and 1,000,000 Common Share purchase warrants ("Warrants") for a total purchase price of $1,300,000 under a public offering of units ("Units") of Willow at a price of $0.65 per Unit (the "Purchase"). Each Unit was comprised of one Common Share and one-half of one Warrant. Each whole Warrant entitles the holder thereof to acquire one Common Share at a price of $0.85 for a period of 24 months from October 29, 2020; provided that if, at any time prior to the expiry date of the Warrants, the volume weighted average trading price of the Common Shares on the Toronto Stock Exchange, or other principal exchange on which the Common Shares are listed, is greater than $1.20 for 20 consecutive trading days, Willow may, within 10 business days of the occurrence of such event, deliver a notice to the holders of Warrants accelerating the expiry date of the Warrants to the date that is 30 days following the date of such notice (the "Accelerated Exercise Period"). Any unexercised Warrants will automatically expire at the end of the Accelerated Exercise Period.

Immediately prior to the completion of the Purchase, Tuatara held 23,048,476 Common Shares and Warrants exercisable for a total of 4,609,695 Common Shares, representing 29.2% (on a non-diluted basis) and 27.5% (on a fully diluted basis) of the voting securities of Willow.

Immediately following the completion of the Purchase, Tuatara owns 25,048,476 Common Shares and Warrants exercisable for a total of 5,609,695 Common Shares, representing 25.9% (on a non-diluted basis) and 24.1% (on a fully diluted basis) of the voting securities of Willow.

Tuatara acquired the Common Shares and Warrants for investment purposes and may, in the future, increase or decrease its ownership of securities of Willow, directly or indirectly, from time to time depending upon, among other things, the business and prospects of Willow and future market conditions.

For further details regarding the acquisition of the Common Shares and Warrants described above, see the Early Warning Report dated November 3, 2020 available on Willow's SEDAR profile.

SOURCE Tuatara Capital Fund II, L.P.