NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Toronto, Ontario, March 29, 2022 – 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, is pleased to announce that it has closed a tranche of its previously announced private placement (the “Offering”) of unsecured subordinated convertible debenture units of the Company (each, a “Unit”) led by Canaccord Genuity Corp. (the “Lead Agent”), as lead agent on behalf of a syndicate of investment dealers, including Echelon Wealth Partners Inc. and Richardson Wealth Limited (collectively, the "Agents").
Pursuant to the Offering, the Company issued an aggregate of 1,275 Units for gross proceeds of $1,275,000, with each Unit consisting of $1,000 principal amount of 9.0% unsecured subordinated convertible debentures (the "Convertible Debentures") and 3,200 common share purchase warrants (the "Warrants") of the Company. Of the 1,275 Units issued, an aggregate of 80 Units were issued on a non-brokered private placement basis.
The Convertible Debentures will mature on March 29, 2025 (the “Maturity Date”) and bear interest at a rate of 9.0% per annum, calculated and payable on semi-annually on August 31 and February 28 of each year in cash or, at the option of the Company and subject to the approval of the TSX Venture Exchange (the “TSXV”), in common shares of the Company (each, a “Common Share”) at a deemed price equal to the closing price of the Common Shares on the TSXV on the applicable semi-annual interest payment date. The principal sum of the Convertible Debentures, or any portion thereof, may be converted at the election of the holder thereof into Common Shares at a conversion price of $0.125 per share (the "Conversion Price") at any time prior to the Maturity Date. Upon a change of control of the Company, holders of Convertible Debentures will have the right to require the Company to repurchase their Convertible Debentures, in whole or in part, on the date that is 30 days following notice of the change of control at a price equal to 105% of the principal amount of the Convertible Debentures then outstanding plus accrued and unpaid interest thereon.
Each Warrant shall entitle the holder thereof to acquire one Common Share at an exercise price of $0.175 per Warrant Share, subject to adjustment in certain events until March 29, 2025.
The Company intends to use the net proceeds of the Offering for inventory, marketing and sales as well as for general working capital purposes.
In connection with the Offering, the Company: (i) paid the Agents a commission equal to 7.0% of the aggregate gross proceeds of the brokered portion of the Offering, of which $39,575 was satisfied in cash and the balance through the issuance of 352,600 Common Shares at a deemed price per share equal to the Conversion Price; (ii) issued to the Agents 669,200 non-transferable broker warrants, each of which is exercisable at any time until March 29, 2025 into one Common Share at a price per share equal to the Conversion Price; (iii) paid to the Agents an advisory fee equal to $5,600; and (iv) issued to the Agents 44,800 non-transferable advisory warrants, each of which is exercisable at any time until March 29, 2025 into one Common Share at a price per share equal to the Conversion Price. In addition, the Company paid the Lead Agent a corporate finance fee equal to $31,875, which was satisfied through the issuance of 255,000 Common Shares at a deemed price per share equal to the Conversion Price.
The Company may complete one or more additional tranches under the Offering. The Convertible Debentures and Warrants, and any securities issuable upon conversion or exercise thereof, are subject to a four-month hold period under applicable securities laws in Canada. The Offering remains subject to the final approval of the TSXV.
In addition to the foregoing, the Company announces that it has retained North Equities Corp. (“North Equities”) to provide marketing services to the Company. North Equities specializes in various social media platforms and will assist the Company with facilitating greater awareness and widespread dissemination of the Company's news. North Equities has been engaged by the Company for an initial period of six months commencing April 1, 2022. North Equities will be paid a total fee of $80,000, plus applicable taxes, for services only. The Company and North Equities act at arm's length, and North Equities advises that it has no present interest, directly or indirectly, in the Company or its securities. The agreement is subject to approval of the TSXV.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. Neither the Convertible Debentures nor the Warrants being offered, nor the Common Shares issuable upon the conversion or exchange thereof, have been or will be registered under the 1933 Act or state securities laws. Accordingly, the Units may not be offered or sold to U.S. persons except pursuant to applicable exemptions from the registration requirements of the 1933 Act and applicable state securities laws is available.
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 850 pharmacies in the U.S.
For further information, please contact:
Chief Executive Officer
The Well Told Company Inc.
Telephone: +1 -855-935-5865
Telephone: 1 -855-935-5865
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 Offering, the use of the proceeds of the Offering, the receipt of all approvals of the TSXV in connection with the Offering and the agreement with North Equities, respectively, statements regarding additional tranches under the Offering, statements regarding the Company’s expectations for the arrangement with North Equities, 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. 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: credit; market (including equity, commodity, foreign exchange and interest rate); liquidity; operational; reputational; insurance; strategic; regulatory; legal; 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.