Toronto, Ontario, September 9, 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 the closing of a non-brokered private placement (the “Offering”) for gross proceeds of $656,250 through the issuance of 13,125,000 units (a “Unit” or “Units”) of the Company at $0.05 per Unit. Each Unit consists of (i) one common share (a “Common Share” or “Common Shares”) in the capital of the Company, and (ii) one transferable share purchase warrant (a “Warrant” or “Warrants”), with each Warrant entitling the holder thereof to acquire one Common Share at a price of $0.10 per share until 24 months following closing, subject to acceleration. The expiry date of the Warrants may be accelerated by the Company at any time following the four month anniversary of closing and prior to the expiry date of the Warrants if the daily volume weighted average price of the Common Shares on the TSX Venture Exchange is greater than $0.15 for any ten consecutive trading days (the “Acceleration Event”), at which time the Company may, within five business days of the Acceleration Event, accelerate the expiry date of the Warrants by issuing a press release announcing the reduced warrant term whereupon the Warrants will expire on the 20th calendar day after the date of such press release.
In addition, the Company has received an irrevocable subscription for an additional 1,000,000 Units for gross proceeds of $50,000 which it anticipates closing next week, which would bring the aggregate gross proceeds from the Offering to $706,250.
The net proceeds of the Offering will be used by the Company for working capital. All securities issued pursuant to the Offering are subject to a Canadian four-month hold period. and may not be resold in the United States except in compliance with applicable U.S. securities laws.
One of the subscribers in the Offering is a director of the Company making their $50,000 subscription a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). The subscription by the director is exempt from the formal valuation approval requirements of MI 61-101 as none of the securities of the Company are listed on a prescribed stock exchange. The subscription is exempt from the minority shareholder approval requirements of MI 61-101 as at the time the transaction was agreed to, neither the fair market value of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, exceeded 25% of the Company's market capitalization.
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 and on Amazon.
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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.
The securities offered in the Offering have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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, including: the use of the net proceeds of the Offering; and the closing of the additional subscription; are intended to identify forward-looking information. 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: the closing conditions of the additional subscription being satisfied. 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 relating to credit, market (including equity, commodity, foreign exchange and interest rate), liquidity, operational, reputational, insurance, strategic, regulatory, legal, and environmental matters; 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 par-ties 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.