/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, March 29,
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 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.
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.
SOURCE Well Told Inc.