WELL TOLD ANNOUNCES PROPOSED DEBT CONVERSIONS
Toronto, Ontario, March 10, 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 that it intends to complete a series of debt conversions to decrease the Company’s debt and preserve its cash for working capital.
- Three employees of the Company have agreed to accept an aggregate of 3,028,229 common shares of the Company at a deemed price of $0.02 per share in satisfaction of accrued and unpaid remuneration (salary and annual bonuses), representing an aggregate of $60,565 of indebtedness.
- Two senior officers of the Company (Monica Ruffo and Betty Au Yeung) have agreed to accept an aggregate of 5,775,000 common shares of the Company at a deemed price of $0.02 per share in satisfaction of accrued and unpaid remuneration (2021 and 2022 annual bonuses), representing an aggregate of $115,500 of indebtedness.
- An arm’s length service provider has agreed to accept 900,000 common shares of the Company at a deemed price of $0.02 per share in satisfaction of $18,000 of accrued and unpaid consulting fees.
The foregoing transactions are subject to approval of the directors of the Company and regulatory approval from the TSX Venture Exchange (the “Exchange”) and will be subject to a four-month hold period.
The debt conversion transactions with the foregoing senior officers of the Company are each considered a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). The transactions are each 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 transactions are each exempt from the minority shareholder approval requirements of MI 61-101 as at the time they were agreed to, neither the fair market value of the transaction, nor the fair market value of the consideration for the transaction, insofar as they involve interested parties, exceeded 25% of the Company's market capitalization, respectively.
While the Company is actively trying to secure debt or equity financing to assist it in meeting its working capital requirements, there can be no assurance that one or more financings will result, or successfully conclude in a timely manner or at all. Additional information will be released by the Company as it occurs.
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.
For further information, please contact:
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, including, without limitation: receipt of necessary approvals for the transaction; and closing conditions being satisfied or waived. 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.