Well Told Announces Private Placement of up to $2 Million of Convertible Debenture Units
Toronto, Ontario, February 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, 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.
For further information, please contact:
Chief Executive Officer
The Well Told Company Inc.
Telephone: +1 778-400-1608
Telephone: +1 778-400-1608
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.