/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO,
Feb. 23, 2022 /CNW/
- 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 entered into an agreement with 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 which the Company will issue on a private placement
basis (the "Offering") up to 2,000 convertible debenture
units (the "Convertible Debenture Units") at a price of
$1,000 per Convertible Debenture
Unit, for aggregate gross proceeds of up to $2,000,000. Each Convertible Debenture Unit will
consist of $1,000 principal amount of
9.0% unsecured convertible debentures (the "Convertible
Debentures") and 3,200 common share purchase warrants (the
"Warrants") of the Company. In addition, the Company
has granted the Agents an option, to increase the size of the
Offering by up to an additional 300 Convertible Debenture Units,
for additional gross proceeds of up to $300,000, exercisable in whole or in part at any
time up to 48 hours prior to the closing date of the Offering (the
"Closing Date").
Each Convertible Debenture shall mature on the date which is 36
months from the Closing Date (the "Maturity Date")
and will be convertible into common shares of the Company
("Common Shares") at a conversion price of $0.125 per Common Share (the "Conversion
Price"). Each Warrant will be exercisable to acquire one common
share of the Company (a "Warrant Share") for a period of 36
months following the Closing Date of the Offering at an exercise
price of $0.175 per Warrant Share,
subject to adjustment in certain events.
The Convertible Debentures will bear interest from the Closing
Date at 9.0% per annum, calculated and payable on a semi-annual
basis in cash or, at the option of the Company and subject to the
approval of the TSX Venture Exchange (the "TSXV"), in
Common Shares at a deemed price equal to the closing price of the
Common Shares on the TSXV on the applicable semi-annual interest
payment 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.
The Company intends to use the net proceeds from the Offering
for inventory, marketing and sales, as well as for general
corporate purposes.
In connection with the Offering, the Agents will receive a
commission equal to 7.0% of the aggregate gross proceeds of the
Offering (reduced to 3.5% for subscribers identified on the
Company's president's list), which commission may be satisfied in
cash or Common Shares, or any combination of cash and Common
Shares, at the option of the Agents. In addition, the Agents will
receive warrants (the "Agents' Warrants") exercisable at any
time prior to the date that is 36 months from the Closing Date to
acquire that number of Common Shares equal to 7.0% of the gross
proceeds of the Offering (reduced to 3.5% for subscribers
identified on the Company's president's list) divided by the
Conversion Price. In addition, upon closing of the Offering, the
Company shall pay the Lead Agent a Corporate Finance Fee to be
satisfied by the issuance of that number of Common Shares as is
equal to 2.5% of the aggregate gross proceeds of Offering divided
by the Conversion Price.
The Offering is to be conducted in the provinces of Canada, and such other jurisdictions
(including the United States
pursuant to available exemptions from the registration
requirements under the United States Securities Act of
1933, as amended (the "1933 Act")), as may be agreed
to by the Company and the Agents, by way of private placement
exemptions from prospectus requirements, subject to the receipt of
necessary regulatory approvals.
The Convertible Debentures and Warrants forming part of the
Convertible Debenture Units, and any securities issuable upon
conversion or exercise thereof, will be subject to a statutory hold
period of four months and one day from the date of issuance of
the Convertible Debenture Units. Completion of the Offering is
subject to certain conditions including, but not limited to, the
receipt of all necessary regulatory and stock exchange approvals,
including the 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 Convertible Debenture 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.
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: the size of
the Offering, the timing for completion of the Offering, the use of
the proceeds of the Offering, 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: the Company receiving all necessary approvals for the
Offering; all conditions to closing the Offering being satisfied or
waived; 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.
SOURCE The Well Told Company Inc.