Toronto, Ontario, June 23, 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, announces it has further established its U.S. operations by increasing its points of distribution with its largest U.S. customer, and by signing on with GO Ventures, LLC (“GO Ventures”) which will act as Well Told’s U.S. agent for retail partnerships.
The expanded distribution in the U.S. comes as a result of 6 new SKUs being listed on one of the top U.S. nationwide pharmacy websites. Well Told began its relationship with the pharmacy chain in December 2021 when 2 SKUs were listed in over 850 of its brick-and-mortar stores. The Company has since expanded its product to a total of 9 products in store, over 1,000 stores, and now a total of 8 products online.
Commenting on this achievement, founder and CEO of Well Told Monica Ruffo stated, “We are so proud to continue to deepen our relationship with our first and largest U.S. customer; it is a very promising sign of the potential for our brand in the U.S. market”.
The Company is also pleased to announce it has entered into a representation agreement dated June 22, 2022 (the “Representation Agreement”) with GO Ventures which will act as Well Told’s U.S. agent for retail partnerships. GO Ventures works with pioneering companies, brands and founders to help them win in the future of retail.
Oliver Bogner, founder and CEO of GO Ventures stated “We are very particular about who we choose to represent with a focus on strong founder-led brands with highly differentiated products and authentic stories, so we were very excited when we discovered Well Told. We feel confident that we will be key contributors to Well Told’s growth in the U.S. moving forward and can’t wait to get started.
Monica Ruffo, founder and CEO of Well Told added “We are very excited to start working with the GO Ventures team; they have seen incredibly impressive results and the U.S. represents a key pillar of our strategic growth plan.”
The Representation Agreement with GO Ventures, an arm’s length service provider, includes a monthly retainer of US$10,000 (the “Retainer”) until such time that five percent (5%) of the Company’s monthly net sales generated from the sale of products to the particular customers Go Ventures will be selling to (“Sales Commission”) equals at least $5,000 in which case the Sales Commission will replace the Retainer. Pursuant to the Representation Agreement the Retainer shall be payable within 10 business days following the month the Retainer is earned and shall be payable, at the sole discretion of the Company, in cash or common shares (the “Common Shares”) in the capital of Well Told. In the event the Company elects to pay the Retainer in Common Shares, the deemed price per share shall be based on the closing price of the Common Shares on the TSX Venture Exchange (the “TSXV”) on the last trading day of the month the Retainer is earned based on the Bank of Canada foreign exchange rate as of such date.
The initial term of the Representation Agreement is for one year and shall automatically renew for additional one-year periods unless terminated by either party 120 days prior to the end of the then current term. Notwithstanding the foregoing, the Representation Agreement may be terminated by either party at any time for any reason with or without cause upon 120 days’ written notice to the other party. In such a case, only the Sales Commission need be paid during the 120-day period.
The foregoing transaction remains subject to the approval of the directors of the Company and regulatory approval from the Exchange. The foregoing common shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and will be issued as “restricted securities” (as defined in Rule 144 under the U.S. Securities Act), in reliance on exemptions from U.S. federal and state registration requirements. In addition, the securities issuable pursuant to the transactions noted herein will be subject to a Canadian 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 850 pharmacies in 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 the Company issuing Common Shares pursuant to the Representation Agreement and the Company closing the debt conversion transaction. 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 director and Exchange approval for the debt conversion transactions; negotiation and execution of a definitive debt conversion agreement with the arm’s length service provider; and satisfaction or waiver of conditions to closing. 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 ability to continue to source ingredients and packaging for its products on favourable terms; the Company’s ability to capitalize on growth opportunities and implement its growth strategy; the Company’s ability to build its market share; the Company’s ability to maintain brand development; the Company’s ability to maintain existing customer relationships and to continue to expand its customers’ use of its products; the Company’s ability to obtain financing on acceptable terms or at all; the impact of competition; the Company’s ability to negotiate favorable terms with retailers and distributors; the company’s ability to scale its ecommerce business;; the changes and trends in the Company’s industry or the global economy; 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.