WELL TOLD ANNOUNCES DETAILS OF ELECTION TO ISSUE COMMON SHARES IN SATISFACTION OF CONVERTIBLE DEBENTURE INTEREST PAYMENT OBLIGATIONS
Toronto, Ontario, February 28, 2023 – 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 details of the debt conversion previously announced on February 17, 2023.
In accordance with the terms of the debenture indenture entered into between the Company and Endeavor Trust Corporation dated March 29, 2022 (the "Indenture") in respect of 9.0% unsecured subordinated convertible debentures in the aggregate principal amount of $1,275,000 (the "Debentures"), the Company intends to issue 2,112,656 common shares in the capital of the Company ("Common Shares"), at a deemed price per share of $0.025 (the closing price of the Common Shares on the TSX Venture Exchange (the “Exchange”) on the date hereof), in satisfaction of an aggregate of $52,816.44 in interest payable to the holders of the Debentures on February 28, 2023 (the "Interest Payment Date").
The issuance of the Common Shares as payment for interest owing on the Debentures is subject to the terms and conditions of the Indenture as well as the receipt of all requisite approvals, including, without limitation, the approval of the Exchange. The Common Shares issued in consideration for the interest owing on the Debentures will bear a Exchange four month and one day hold period.
In addition, pursuant to the Company’s June 23, 2022 press release, the Company announces that it has issued an aggregate of 3,270,526 Common Shares to GO Ventures, LLC in satisfaction of a US$10,000 monthly retainer from July 2022 to January 2023, at the following deemed prices (in CAD): 677,200 at $0.02; 545,960 at $0.025; 1,352,166 at $0.03; 374,600 at $0.035; and 320,600 at $0.04. The Common Shares issued in consideration for the retainer 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 have been 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 Common Shares issued in consideration for the retainer are subject to a Canadian and Exchange four month and one day 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 1,000 pharmacies in the U.S. in addition to being available at welltold.com, on Amazon and in airports across 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: statements with respect to the receipt of all approvals of the Exchange and other regulatory approvals, 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: risks related to credit, market (including equity, commodity, foreign exchange and interest rate), liquidity, operational, reputational, insurance, strategic, regulatory, legal and 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.