WELL TOLD ANNOUNCES ELECTION TO ISSUE COMMON SHARES IN SATISFACTION OF CONVERTIBLE DEBENTURE INTEREST PAYMENT OBLIGATIONS
Toronto, Ontario, February 17, 2023 – The Well Told Company Inc. ("Well Told" or the "Company") (TSXV: WLCO) (FSE: 7HO), the female-founded wellness company that offers plant-based supplements, remedies, and other functional wellness products, announces that in accordance with the terms of the debenture indenture entered into between the Company and Endeavor Trust Corporation dated March 29, 2022 (the "Indenture") in respect of 9.0% unsecured subordinated convertible debentures in the aggregate principal amount of $1,275,000 (the "Debentures"), for the February 28, 2023 (the "Interest Payment Date") interest payment, the Company has elected to issue common shares in the capital of the Company ("Common Shares") in satisfaction of an anticipated aggregate total of approximately $52,816.44 in interest payable to the holders of the Debentures.
The Debentures bear interest at the rate of 9.0% per annum. Under the terms of the Indenture, interest on the Convertible Debenture is payable semi-annually, in arrears, on August 31 and February 28 in each year. The Common Shares will be issued at a deemed price per share equal to the Market Price (as such term is defined in Policy 1.1 of the TSX Venture Exchange Corporate Finance Manual) of the Common Shares on the Interest Payment Date.
The issuance of the Common Shares as payment for interest owing on the Debentures is subject to the terms and conditions of the Indenture as well as the receipt of all requisite approvals, including, without limitation, the approval of the TSX Venture Exchange (the “Exchange”). If required by the Exchange, the Common Shares issued in consideration for the interest owing on the Debentures will bear the appropriate legends.
In addition, the Company announces its intention to complete a debt conversion with an arm’s length service provider pursuant to which the Company will issue 1,250,000 Common Shares at a deemed price of US$0.03 per share in satisfaction of US$37,500. The Company (with the creditor’s consent) determined to satisfy the indebtedness with securities of the Company to preserve the Company's cash for working capital.
The foregoing transaction is subject to approval of the directors of the Company and regulatory approval from the Exchange. The Common Shares to be issued to the service provider will be issued in reliance on exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and applicable state securities laws, and will be issued as “restricted securities” (as defined in Rule 144 under the U.S. Securities Act). In addition, the Common Shares issuable pursuant to the transaction will be subject to an Exchange four-month hold period.
About The Well Told Company Inc.
Well Told is a female-founded, emerging plant-based wellness company that formulates, develops, distributes and sells a variety of supplements, remedies and other functional wellness products. Founded by serial entrepreneur and award-winning leader Monica Ruffo, it was after undergoing treatment for breast cancer, and deciding to take her health into her own hands that she discovered the lack of transparency and availability of clean, plant-based formulations in the wellness industry. With the mission "Clean wellness for all", Well Told's products are currently available in over 2,000 stores across Canada including several well-known retailers and recently launched in over 1,000 pharmacies in the U.S. in addition to being available at welltold.com, on Amazon and in airports across the U.S.
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Chief Executive Officer
The Well Told Company Inc.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Certain statements contained in this press release constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation. The words "may", "would", "could", "should", "potential", "will", "seek", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to the Company are intended to identify forward-looking information, including: statements with respect to the receipt of all approvals of the Exchange and other regulatory approvals, statements with respect to the Company's future business operations, the opinions or beliefs of management and future business goals. All statements other than statements of historical fact may be forward-looking information. Such statements reflect the Company's current views and intentions with respect to future events, and current information available to the Company, and are subject to certain risks, uncertainties and assumptions, including, without limitation: receipt of necessary approvals for the transaction; and closing conditions being satisfied or waived. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. Examples of such risk factors include, without limitation: risks related to credit, market (including equity, commodity, foreign exchange and interest rate), liquidity, operational, reputational, insurance, strategic, regulatory, legal and environmental; the general business and economic conditions in the regions in which the Company operates; the ability of the Company to execute on key priorities; the Company's results of operations may be difficult to forecast; the Company is a holding company with its only asset being direct ownership of Well Told Inc.; the Company's success depends upon the continued strength of its reputation and brands; disruptions in manufacturing facilities or losses of site licenses and other qualifications could adversely affect sales and customer relationships; the Company's success depends on its ability to continue to enhance products and develop new products; the Company's suppliers and sources for materials and inputs may fail to support demand and increasing raw material costs could adversely affect margins; the Company is reliant on third parties for shipping and payment processing; the Company's ability to compete could be negatively impacted if it is unable to protect its intellectual property rights; the ability to implement business strategies and pursue business opportunities; disruptions in or attacks (including cyber-attacks) on the Company's information technology, internet, network access or other voice or data communications systems or services; the evolution of various types of fraud or other criminal behavior to which the Company is exposed; the failure of third parties to comply with their obligations to the Company or its affiliates; the impact of new and changes to, or application of, current laws and regulations; granting of permits and licenses in a highly regulated business; the overall difficult litigation environment; increased competition; changes in foreign currency rates; increased funding costs and market volatility due to market illiquidity and competition for funding; the availability of funds and resources to pursue operations; critical accounting estimates and changes to accounting standards, policies, and methods used by the Company; the occurrence of natural and unnatural catastrophic events and claims resulting from such events; and risks related to COVID-19 including various recommendations, orders and measures of governmental authorities to try to limit the pandemic, including travel restrictions, border closures, non-essential business closures, quarantines, self-isolations, shelters-in-place and social distancing, disruptions to markets, economic activity, financing, supply chains and sales channels, and a deterioration of general economic conditions including a possible national or global recession; as well as those risk factors discussed or referred to in the Company's disclosure documents filed with the securities regulatory authorities in certain provinces of Canada and available at www.sedar.com. Should any factor affect the Company in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward- looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and the Company undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.