the next generation of nature. - the howard group

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willowbio.com The next generation of nature. January 2020 TSX: WLLW

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Page 1: The next generation of nature. - The Howard Group

willowbio.com

The next generation of nature.

January 2020 TSX: WLLW

Page 2: The next generation of nature. - The Howard Group

willowbio.com

• Produces consistent, pharmaceutical-grade cannabinoid

compounds

• Ability to reliably supply strong growth markets

• Proven team to successfully commercialize production

• Partnered with leading global pharmaceutical ingredients

provider to drive post-commercialization success

• Clear path to commercialization, scale up expected H1 2020

• Strong financial position to fund commercial production

2

Positioned to be leading high-quality pharmaceutical and CPG ingredients manufacturer

Investment Highlights

Market expected to

grow 10x over the next 10

years to

$100B

Page 3: The next generation of nature. - The Howard Group

willowbio.com

3

• Nature’s instructions to produce cannabinoids are coded in the cannabis plant’s genetic information

• Willow transfers the genetic information into a yeast host, creating a miniature cannabinoid factory

• Our process vastly increases cannabinoid production, enabling efficient large-scale manufacturing

• Producing life changing compounds from nature has been happening for hundreds of years

‒ Aspirin was ultimately created from the bark of a willow tree

‒ Insulin and penicillin are also manufactured using biosynthetic methods

Learning from nature and making it better

Biosynthesis: Nature’s method, industrialized

Page 4: The next generation of nature. - The Howard Group

willowbio.com

4

Willow’s process results in higher production and higher purity, at lower cost, compared to plant extraction

Our Efficiency Advantage

Willow’s Manufacturing Process1

100,000 L tank @ 5g/LAnnual Production: ~13 tons

10% CBD Hemp~300 acres needed to produce ~13 tons

Plant-based Extraction1

1 . Willow management estimates

Page 5: The next generation of nature. - The Howard Group

willowbio.com

• Growing knowledge and acceptance of cannabinoid benefits

‒ Epidiolex® - approved by U.S. FDA in 2018 to treat epilepsy seizures

‒ ~50 cannabinoid-based treatments currently in clinical trials

• Requires consistent, high-quality ingredients

• Early stage potential for growing range of cannabinoids for pain, anxiety, obesity, brain disorders, cancer treatments and more

Ongoing research increasing the reach of cannabinoid uses

Wide Range of Pharmaceutical Applications

5

US$50B

20292020

US$2B

Projected US cannabinoid-based pharmaceuticals market growth

Page 6: The next generation of nature. - The Howard Group

willowbio.com

• Consumer products market expected to reach $16 billion by

2025

• Opportunities with cosmetics, pain relievers, beverages and

more

• Ingredient quality and consistency is crucial to product

reputation

‒Large portion of the ~$13B opportunity to require API quality

CBD

• Reliable and scalable manufacturing process required

• Recent US de-scheduling of ultra-high purity CBD from the

Controlled Substances Act signals change in US regulatory

views

6

Major global consumer brands are waiting for a consistent, scalable manufacturing process

Extensive Growth from Consumer Products

1. Cowen Research, Feb 25, 2019 Cowen Research, February 25, 2019

CBD Product categories revenues by 2025 (millions)1

Nutraceuticals

Topicals

Beverages

Food

Beauty

Vapor

0 1,000 2,000 3,000 4,000 5,000 6,000 7,000

~$13Bopportunity

Page 7: The next generation of nature. - The Howard Group

willowbio.com

Proven scientific team

• Extensive industrial biotech expertise, leaders in capabilities essential for building successful CBD-producing yeast strain:

gene discovery and high throughput strain optimization

• Prior development of a commercial yeast strain producing a different active pharmaceutical ingredient

• Team responsible for CBD-producing yeast strain

‒35 technical staff (21 with PhDs, and prior biosynthesis experience)

Successful business team

• Management team cofounded five companies, all of which successfully sold for > $4 billion in aggregate

‒Raised more than $1 billion in equity and debt

• Board of directors cofounded seven companies, all of which successfully sold for > $8 billion in aggregate

7

Willow’s team has the necessary experience needed to achieve success

Willow’s Best In Class Management & Technical Team

Page 8: The next generation of nature. - The Howard Group

willowbio.com

• Exclusive partnership with Noramco to jointly develop and commercialize CBD

produced through biosynthesis

‒ Willow builds, optimizes CBD yeast strain

‒ Noramco manages scale up, regulatory submission and marketing and distribution

‒ Partners share equally in the profits

• Noramco is a leading global provider of specialty APIs

‒ More than 40 years of experience and expertise in controlled substances

‒ #1 supplier of controlled substance active pharmaceutical ingredients in the U.S.

• Noramco is a leader in cannabinoids

‒ Ten years of experience

‒ Demonstrated quality & capacity

‒ Broad portfolio of cannabinoid APIs

8

Partnership with Noramco adds critical post-commercialization expertise

Strategic Partnership with Industry Leader

Noramco Facility (Wilmington, DE); Source: Noramco Marketing Materials

Page 9: The next generation of nature. - The Howard Group

9

Proximity to allied university research and biotechnology hubs

Strategically Located Facilities

Calgary, ABVancouver, BC

Mountain View, CA

Calgary, ABUses proprietary research to remove key genetic bottlenecks that slow maximum biosynthetic cannabinoid production. This facility employs cutting-edge bioassay capabilities, liquid handling robots, and analytical instrumentation and leverages access to the University of Calgary’s plant cultivation resources and growth chambers.

Vancouver, BCCorrelates the physical characteristics of cannabis plant strains with their unique genetic makeup, allowing the improvement of both plant and yeast strains. This facility houses state-of-the-art molecular biology and analytical chemistry capabilities.

Mountain View, CAIdentifies and deploys additional genetic elements and solutions to further enhance production from our working cannabinoid-producing yeast strains. This facility includes cutting-edge automated yeast colony picking, liquid handling robots, and analytical instrumentation combined with systems to rapidly evaluate high volumes of data and results.

13Science & technical staff

10Science & technical staff

12Science & technical staff

willowbio.com

Page 10: The next generation of nature. - The Howard Group

willowbio.com

Road to Commercialization

10

TITER(g/L)

0.5

1.0

3.0

5.0

Paradigm-shifting titer 1.0 g/L

Process-relevant titer 0.5 g/L

Market-owning titer 5 g/L

Lab strain producing cannabinoids

2019 2020 2021 2022

DEVELOPMENT COMMERCIALIZATION

Scale-up Development 2020-2021

First Commercial Batch & Sales2021

Entry Into Pharma Markets2022

Iterative Strain Optimization2019-2021

Expansion Across CPG Markets2021-2022

• Noramco Initiates Upstream/Downstream process optimization

• First pilot-scale batch

• Customer sampling• First commercial-scale batch• First sale (in wellness)

• Sales in cosmetics, food & beverage

• Combination of plant science and synthetic biology to improve strain performance

• Validated process under cGMP

• Initiate pharma sales

R

Willow has a clear path to achieving scale and commercial production

Page 11: The next generation of nature. - The Howard Group

willowbio.com

Willow Share Capitalization (TSX: WLLW) - As at Sept 30, 2019

Basic Shares Outstanding (mm)1 78.9

Employee Options (mm)2 4.9

Financing Warrants (mm)3 15.0

Existing Warrants (mm)4 2.7

Performance Warrants (mm)5 12.1

Fully Diluted Shares Outstanding (mm) 113.5

11

• Raised $37 million to support research, strain development,

scale up and commercial launch

‒Tuatara Capital - strategic investor 29% ownership

‒Directors and Officers hold 29% ownership

• Fully funded to commercialize production of CBD

• Expect to exit 2020 with $10 to $15 million cash

• Analyst coverage initiated in Sep 2019

• Moved to TSX in Dec 2019

• Continue to evaluate strategic relationships in the CPG and

pharmaceuticals industries

Strategic industry and financial partners position Willow for strong future performance

Strong Financial Position

1. Accounts for Tuatara's exercise of 9.2mm financing warrants at $0.88 per warrant announced on May 27, 2019.

2. 3.6mm options issued on May 2, 2019, with a strike price of $1.75. 1.3mm options issued on Sept 10, 2019, with a strike price of $0.60.

3. Issued in the April 12, 2019, financing to strategic investors, management and board. These warrants have a strike price of $0.88 per share.

4. Existing warrants with weighted average strike price of $3.71 per share.5. Additional warrants issued if the 20 day VWAP exceeds a share price of $3.50 per share and Willow is

listed on the TSX (or equivalent exchange).

Page 12: The next generation of nature. - The Howard Group

willowbio.com

• Growing demand for high quality, cannabinoid compounds

‒ Expanding pharmaceutical use and consumer product market

• Proven ability to commercialize yeast-based pharmaceutical ingredients

• Scalable, sustainable manufacturing process to meet growing demand

• Aligned with industry leaders for successful commercialization

‒ Scale up to commence with Noramco in H1 2020

• Fully funded to commercialize production

12

With Pharmaceutical Grade Cannabinoid Product

Positioned for Future Success

Source: Ackrell Capital estimates. See Chapter IV: U.S. Cannabis Market Estimates.

Total U.S. Cannabis Consumer Market ($Billions)

Recreational & Medicinal ($B)Cannabinoid-based Pharmaceuticals ($B)Number of consumers (M)

Expected market value in 10 years (10x growth)$100B

0

10

20

30

40

50

60

$0.0

$20.0

$40.0

$60.0

$80.0

$100.0

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029

Assumed End of Federal Prohibition

Page 13: The next generation of nature. - The Howard Group

Appendix

Page 14: The next generation of nature. - The Howard Group

willowbio.com

Development Strategy Will Enable

Hexanoic Acid

Cannabinoid Precursors

CBGA

Butyric Acid

CannabinoidPrecursors

CBGVA

THCVA CBDVA CBCVA

THC CBD CBC THCV CBDV CBCVTARGET

Other Acid

THCA CBDA CBCA

Feedstock

GPP(from yeast)

Novel Target

Naturally Occurring Compound

Yeast cell

Decarboxylation

Commercial titer target of 3-5 g/L necessary for COGS targets is a realistic objective and will be the key optimization driver

14

Key Cannabinoid Intermediates

Cannabinoid Precursors

Commercial Production Of Multiple Targets

Page 15: The next generation of nature. - The Howard Group

willowbio.com

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Ongoing research increasing the reach of cannabinoid uses

Wide Range of Pharmaceutical Applications

Source: Ackrell Capital 2018 Cannabis Investment Report and other industry reports.

Indication THC CBD CBC CBG CBGA CBN THCA CBDA THCV CBDV

Alzheimer's disease ◉ ◉ ◉

Amyotrophic lateral sclerosis (ALS) ◉ ◉

Anorexia ◉

Anxiety ◉

Appetite Supressant ◉

Arthritis ◉ ◉

Bone Growth ◉

Cachexia ◉ ◉ ◉ ◉ ◉ ◉

Cancer ◉ ◉ ◉ ◉ ◉ ◉

Chronic pain ◉ ◉ ◉

Crohn's disease ◉ ◉

Diabetes ◉

Epilepsy ◉ ◉

Glaucoma ◉ ◉ ◉

Hepatitis C ◉ ◉

HIV/AIDS ◉ ◉

Inflammation ◉ ◉ ◉ ◉ ◉ ◉

Inflammatory bowel diseases ◉

Migraine ◉ ◉

Multiple sclerosis ◉ ◉

Nausea ◉ ◉

Nervous system disorders ◉

Parkinson's disease ◉

Post-traumatic stress disorder (PTSD) ◉ ◉ ◉

Spasms ◉ ◉ ◉ ◉

Page 16: The next generation of nature. - The Howard Group

willowbio.com

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Alcohol Coffee Tobacco Painkillers Anti-depressant Cannabis (future)

Primary Usage Recreational Recreational Recreational Medicinal Medicinal Recreational / Medicinal

Adult Penetration 50% 50% 17% 40% 25% 20%

Monthly Consumer Spending $45-200 $80-100 $40-80 $40-200 $40-100 $50-500

U.S. Retail Market Size $200 B $35 B $100 B $300 B $60 B $100 B

Extensive Growth from Consumer Products

Future cannabis market in-line with current levels of common stimulants and substances1

1. Ackrell Capital 2018 Cannabis Investment Report

Page 17: The next generation of nature. - The Howard Group

willowbio.com

Trevor PetersCEO & Director

Experienced executive having co-founded four start-up companies in the past 15 years

Instrumental in seven public and private start-up companies in the energy industry over the past 20 years

Raised over $1 billion in equity and debt financings at various stages of corporate development

Successful transactions totalling over $4 billion on sale

Extensive intellectual property and patent prosecution background in the energy technology sector

Joseph Tucker, PhDCOO

Extensive senior leadership experience

CEO, CFO & Vice President of multiple public and private biotech companies

Holds more than 20 issued or pending patents

Member of the Board of Directors of BioAlberta

Ph.D. in Biochemistry & Molecular Biology from the University of Calgary

Peter Facchini, PhDCSO

Professor of Plant Biochemistry in the Department of Biological Sciences at the University of Calgary since 1995

Canada Research Chair in Plant Metabolic Processes Biotechnology

Received the C.D. Nelson Award from the Canadian Society of Plant Physiologists as the outstanding young plant biologist in Canada

Published over 160 research papers and scholarly articles in high-impact journals such as Nature Chemical Biology, Plant Cell, Plant Journal and the Journal of Biological Chemistry

Ph.D. from the University of Toronto in 1991 and conducted postdoctoral research at the University of Kentucky and the Université de Montréal

17

Travis Doupe, CA CPACFO

CA and CPA (Illinois) with 18+ years’ experience in the international oil and gas industry

VP Finance & CFO of Suroco Energy Inc., a publicly-listed company based in Canada with operations in Colombia

Roles with PwC in Calgary, Alberta and Havana, Cuba

Served in positions of increasing importance at Sherritt Oil & Gas, including Finance Manager & Controller

VP Finance & CFO of Milagro Energy and Controller of NAL Resources

Management

Leadership

On the committed morphine pathway in the opium poppy (i.e. from reticuline to morphine), the Willow team, headed by Peter Facchini, was the first to discover 5 of the 9 genes

Page 18: The next generation of nature. - The Howard Group

willowbio.com

Jerry Ericsson, MScVP Operations

Experienced clean-tech executive responsible for raising more than $25 million to commercialize thermochemical technologies

15 years’ experience in research and development of novel technologies in forestry and agricultural industries

8 years experience in integrated pest management (IPM) research in greenhouse and field crops

Authored/co-authored 3 patents and more than 10 peer-reviewed papers in international journals

Mathias Schuetz, PhDVP Research & Development

Adjunct Professor Dept of Botany UBC, researcher and plant molecular biologist with extensive expertise in plant genetics and cannabis technology

Over 14 years’ research experience and author of many peer-reviewed publications in prestigious plant science journals

Numerous citations and awards for research excellence

PhD in 2009 at Simon Fraser University

18

Jill Hagel, PhDVP Applied Science

Co-authored over 35 peer-reviewed publications in high-ranking journals such as Nature Chemical Biology, Nature Communications, and Plant Cell and presented internationally

Over 17 years experience in medicinal plant biochemistry and recipient of multiple academic awards

Co-inventor on numerous patent applications

PhD in 2010 from the University of Calgary

Chris Savile, PhDVP Commercial Operations

Over 10 years in science, business development, and commercial operations roles

Highly experienced (bio)chemist, high throughput (HTP) assay scientist and protein engineer with strong technical background

R&D leader on several programs that led to commercial manufacturing processes

PhD in 2005 at McGill University

Troy Talkkari, CFAVP Corporate Development

Over 12 years’ experience in the finance industry and was most recently a Director of Institutional Equity Sales at GMP FirstEnergy

Was part of 66 M&A transactions totalling over $22 billion in value

Was part of 833 financings, including 279 as the lead dealer, totalling over $131 billion of capital raised

CFA designation and Bachelor of Commerce in Finance from the University of British Columbia

Technical

Leadership

Page 19: The next generation of nature. - The Howard Group

willowbio.com

Peter Seufer-Wasserthal, PhDIndependent Director

25 years of experience in the technology and biotechnology sector

Currently Chief Commercial Officer of OrigenisGmbH

Previously VP, Business Development for Intrexon Corporation, responsible for business development in Europe and Asia for four years

Received a Ph.D. (Technical University of Graz)

Fotis Kalantzis, PhDIndependent Director

25 years experience in oil and gas exploration and development

Co-founder and senior executive of several public companies including Spartan Energy Corp., Spartan Oil Corp. and Spartan Exploration Ltd.

Holds an M.SC from the University of Saskatchewan and a PhD from the University of Alberta

Published and presented numerous papers in international journals and conferences

19

Donald ArchibaldIndependent Director

Independent businessman with significant senior executive and board experience for numerous public and private companies

Previous director and audit committee member of publicly-traded Spartan Energy Corp. and Spartan Oil Corp.

Previously President of Cypress Energy Corp., Chairman & CEO of Cyries Energy Inc. and President & CEO of Cequel Energy Inc.

Holds a B.Comm (University of Alberta) and MBA (University of Western Ontario)

Sadiq LalaniIndependent Director

25 years’ experience as Chief Financial Officer of publicly-listed issuers, including current Vice President & CFO at Kelt Exploration Ltd.

C-Suite Energy Executive Awards CFO of the Year

Board of Directors

Leadership

Al ForemenDirector

Partner and Chief Investment Officer at Tuatara Capital

Previously, Managing Director at JP Morgan in the Financial Sponsors Group and Private Equity Fund Services Business

Began his career at Citigroup, and has held executive roles at several companies

Holds a B.S. Finance (University of Conneticut) and a dual J.D./MBA (Arizona State University)

Joseph Tucker, PhDCOO & Director

see bio under mgmt.

Trevor PetersCEO & Director

see bio under mgmt.

Sony GillCorporate Secretary

Page 20: The next generation of nature. - The Howard Group

willowbio.com

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Forward Looking Statements. Certain information included in this presentation constitutes forward-looking information under applicable securities legislation. Forward-looking information typically contains statements with words such as "will", "anticipate", "believe", "expect", "plan", "intend", "estimate", "propose" or similar words suggesting future outcomes or statements regarding an outlook. Forward-looking information in this presentation includes, but is not limited to, statements relating to: the business, strategies, expectations, planned operations and future actions of Willow Biosciences Inc. ("Willow" or the "Company"), including research and development programs at the facilities located in Alberta, British Columbia and California and the timing thereof; the arrangements under, and potential benefits of, the exclusive strategic partnership with Noramco, Inc. ("Noramco"); other collaborations and partnerships, including in respect of marketing and distribution; the performance of the Company’s business and operations; the Company’s ability to biosynthesize commercially and create proprietary genomes; the adequacy of current funds to achieve commercial scale production of CBD; the performance of the current science team, management and board and the ability to find other qualified personnel with operational experience; the competitive conditions of the industry in which the Company operates and the competitive advantages of the Company; and the Company’s future product offerings, including analytical testing, genetics and cannabinoid production; future production levels, quality, consistency and costs.

The forward-looking statements contained in this presentation are based on certain key expectations and assumptions made by Willow, including expectations and assumptions concerning: the future operations of, and transactions completed by, the Company; the potential for the strategic partnership with Noramco to open new and larger markets (including non-pharmaceutical markets); Willow’s ability to generate higher quality CBDs at lower costs; cost synergies created by the strategic partnership with Noramco and the successful implementation thereof; the adequacy of current capital; the availability of and access to qualified personnel; the results of scientific research; the Company’s ability to protect its intellectual property; the expected growth in the cannabis market, including demand for cultured cannabinoids; expectations regarding the regulatory framework for cultured cannabinoids; changes in prices and costs of inputs; the medical benefits, viability, safety, efficacy, dosing and social acceptance of cannabis; the securities markets and the general economy; changes to cannabis laws and regulations in Canada; the legalization of the use of cannabis for medical and/or adult use in jurisdictions outside of Canada; and applicable laws not changing in a manner that is unfavorable to the Company.

Although Willow believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Willow can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, permits, licenses and regulatory and third party approvals not being obtained in the manner or timing anticipated by the Company; the ability to implement corporate strategies; failure of counter-parties to perform contractual obligations; the state of domestic capital markets; risks associated with the cannabis industry in general; infringement on intellectual property; failure to benefit from partnerships or successfully integrate acquisitions; actions and initiatives of federal and provincial governments and changes to government policies and the execution and impact of these actions, initiatives and policies; import/export and research restrictions for cannabinoid-based operations; the size of the medical-use and adult-use cannabis market; competition from other industry participants; and other factors more fully described from time to time in the reports and filings made by the Company with securities regulatory authorities.

Readers are cautioned that the assumptions used in the preparation of forward-looking information, although considered reasonable at the time of preparation, may prove to be imprecise. Willow's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and accordingly there can be no assurance that such expectations will be realized and/or what benefits Willow will derive therefrom. The forward-looking information contained in this presentation is made as of the date hereof and Willow undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless required by applicable securities laws. The forward-looking information contained in this presentation is expressly qualified by this cautionary statement.

Certain information contained herein has been obtained from published sources prepared by independent industry analysts and third-party sources (including industry publications, surveys and forecasts), While such information is believed to be reliable for the purpose used herein, Willow does not assume any responsibility for the accuracy of such information. None of the sources cited in this presentation have consented to the inclusion of any data from their reports, nor has Willow sought their consent.

FOFI Disclosure. This presentation contains future-oriented financial information and financial outlook information (collectively, "FOFI") concerning Willow's financial position, liquidity, available funds, operations, revenue, expenses, ability to fund commercial production, market capitalization and components thereof, all of which are subject to the same assumptions, risk factors, limitations and qualifications as set forth in the above paragraphs. FOFI contained in this presentation was approved by management as of the date of this presentation and was provided for the purpose of providing further information about Willow's anticipated future business operations. Willow disclaims any intention or obligation to update or revise any FOFI contained in this presentation, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. Readers are cautioned that the FOFI contained in this presentation should not be used for purposes other than for which it is disclosed herein.

Not an Offer. This presentation does not constitute an offer to sell or solicitation of an offer to buy any of the securities described herein. The sole purpose of this presentation, in paper or electronic form, is strictly for information purposes.

U.S. Registration. This presentation is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This presentation shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

Disclaimer

Page 21: The next generation of nature. - The Howard Group

willowbio.com

Thank You

January 2020

Willow Biosciences

3655 36th Street NW

Calgary, AB, T2L 1Y8

Trevor Peters

CEO & Director

T: (403) 669-4848

E: [email protected]

Troy Talkkari, CFA

Vice President, Corporate Development

T: (403) 618-1117

E: [email protected]