Atlas Energy — Capital/Financing Update 2021

Jan 26, 2021

WILLOW BIOSCIENCES INC. (the "Company")

NOTICE OF WARRANT EXPIRY DATE ACCELERATION

TO: Registered holders (the " Holders ") of all outstanding common share purchase warrants of the Company issued on October 29, 2020, expiring October 29, 2022 (the " 2020 Warrants ")

AND TO: Alliance Trust Company (the " Warrant Agent ")

RE: Acceleration of the expiry date of the 2020 Warrants to February 28, 2021 pursuant to Section 2.2(2) of the warrant indenture between the Company and the Warrant Agent dated October 29, 2020 (the " Warrant Indenture ")

DATE: January 26, 2021

All capitalized terms used herein that are not defined have the meanings given to them in the Warrant Indenture, a copy of which is available under the Company's SEDAR profile at www.sedar.com.

The records of the Warrant Agent indicate that you are a Holder of 2020 Warrants.

NOTICE IS HEREBY GIVEN that, pursuant to Section 2.2(2) of the Warrant Indenture, the Company is exercising its Acceleration Right to accelerate the Expiry Date of all the outstanding 2020 Warrants to February 28, 2021. In accordance with Section 10.2 of the Warrant Indenture, the delivery date of this Notice is deemed to be three (3) Business Days after delivery by mail of this Notice.

The Acceleration Right has been exercised by the Company pursuant to Section 2.2(2) of the Warrant Indenture, as the volume weighted average trading price per Common Share on the TSX has exceeded $1.20 per Common Share for a period of twenty (20) consecutive Trading Days. The Company used the 20-day volume weighted average trading price of the Common Shares calculated by the TSX to determine that the Acceleration Trigger had occurred. More information on the trading and price history of the Common Shares can be found at the following web link – https://money.tmx.com/en/quote/WLLW.

2020 Warrants must be exercised prior to 5:00 p.m. Calgary time (MST) on February 28, 2021, or else they will be

automatically cancelled. In order to exercise your 2020 Warrants, you must follow the instructions set forth in the Warrant Certificate evidencing your 2020 Warrants, including delivery to the Warrant Agent at the address set forth below of: (a) the Exercise Notice (attached hereto for your convenience); and (b) a certified cheque, bank draft or money order payable to the order of the Company for the aggregate Exercise Price. Please note that the Company is in the process of appointing a new Warrant Agent, and as such, notwithstanding the instructions in the Exercise Notice, any Exercise Notices delivered by Holders prior to February 4, 2021 are to be sent to Alliance Trust Company at Suite 1010, 407 – 2[nd] Street SW, Calgary, Alberta T2P 2Y3, and any Exercise Notices delivered by Holders after February 4, 2021 are to be sent to Odyssey Trust Company at Suite 1230, 300 – 5[th] Avenue SW, Calgary, AB T2P 3C4.

If you are a beneficial holder of 2020 Warrants (i.e. your 2020 Warrants are held by your broker, investment advisor or other intermediary), you must contact your broker, investment advisor or other intermediary to exercise your 2020 Warrants .

As of the close of markets on January 22, 2021, the trading price of the Common Shares was $1.70.

The exercise of the 2020 Warrants may be a taxable event. Each Holder should consult their own tax, financial and legal advisors.

For any questions, please contact Travis Doupe at t.doupe@willowbio.com.

DATED this 26[th] day of January, 2021.

WILLOW BIOSCIENCES INC.

By: (signed) " Trevor Peters " Trevor Peters President and Chief Executive Officer

EXERCISE FORM

TO: WILLOW BIOSCIENCES INC.

AND TO: Alliance Trust Company 1010, 407 – 2nd Street S.W. Calgary, Alberta T2P 2Y3

The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire ___________ (A) Common Shares of Willow Biosciences Inc.

Exercise Price Payable to the order of the Corporation in payment of the purchase price in full thereof:

((A) multiplied by $0.85, subject to adjustment)

The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture.

The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation.

Any capitalized term in this Warrant Certificate that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture.

The undersigned represents, warrants and certifies as follows (one (only) of the following must be checked):

 (A) the undersigned holder at the time of exercise of the Warrants (i) is not present in the United States, (ii) is not a U.S. Person, (iii) is not exercising the Warrants for the account or benefit of a U.S. Person or a person in the United States, (iv) did not execute or deliver this exercise form in the United States and (v) delivery of the underlying Common Shares will not be to an address in the United States; OR

 (B) the undersigned holder (a) is the original U.S. purchaser who purchased the Warrants pursuant to the Offering who delivered the Accredited Investor Letter attached to the U.S. private placement memorandum delivered in connection with its purchase of Common Shares and Warrants (the “ U.S. Placement Memorandum ”), (b) is exercising the Warrants for its own account or for the account of a disclosed principal that was named in the Accredited Investor Letter or Qualified Institutional Buyer Letter scheduled to the U.S. Placement Memorandum, and (c) is, and such disclosed principal, if any, is an institutional “accredited investor” as

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defined in Rule 501(a)(1),(2),(3)or (7) of Regulation D under the U.S. Securities Act of 1933, as amended (the “ U.S. Securities Act ”) at the time of exercise of these Warrants and the representations and warranties of the holder made in the Accredited Investor Letter or Qualified Institutional Buyer Letter scheduled to the U.S. Placement Memorandum remain true and correct as of the date of exercise of these Warrants; OR

• (C) if the undersigned holder is (i) a holder in the United States, (ii) a U.S. Person, (iii) a person exercising for the account or benefit of a U.S. Person, (iv) executing or delivering this exercise form in the United States or (v) requesting delivery of the underlying Common Shares in the United States, the undersigned holder has delivered to the Corporation and the Corporation’s transfer agent (a) a completed and executed U.S. Purchaser Letter in substantially the form attached to the Warrant Indenture as Schedule “D“ or (b) an opinion of counsel (which will not be sufficient unless it is in form and substance reasonably satisfactory to the Corporation and Warrant Agent) or such other evidence reasonably satisfactory to the Corporation and Warrant Agent to the effect that with respect to the Common Shares to be delivered upon exercise of the Warrants, the issuance of such securities has been registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirements is available.

It is understood that the Corporation and Alliance Trust Company may require evidence to verify the foregoing representations.

Notes:

• (1) Certificates will not be registered or delivered to an address in the United States unless Box B or C above is checked.

• (2) If Box C above is checked, holders are encouraged to consult with the Corporation and the Warrant Agent in advance to determine that the legal opinion tendered in connection with the exercise will be satisfactory in form and substance to the Corporation and the Warrant Agent.

“ United States ” and “ U.S. Person ” are as defined in Rule 902 of Regulation S under the U.S. Securities Act.

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The undersigned hereby irrevocably directs that the said Common Shares be issued, registered and delivered as follows:

Name(s) in Full and Social Insurance Number(s) (if applicable)

Address(es)

Number of Common Shares

Please print full name in which certificates representing the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all eligible transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed.

Once completed and executed, this Exercise Form must be mailed or delivered to Alliance Trust Company.

DATED this _____ day of ________, 20.

Witness

) ) ) ) ) (Signature of Warrantholder, to be the same ) as appears on the face of this Warrant ) Certificate) ) ) Name of Registered Warrantholder )

• Please check if the certificates representing the Common Shares are to be delivered at the office where this Warrant Certificate is surrendered, failing which such certificates will be mailed to the address set out above. Certificates will be delivered or mailed as soon as practicable after the surrender of this Warrant Certificate to the Warrant Agent.

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