TORONTO, Sept. 9,
2022 /CNW/ - 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.
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.
SOURCE Well Told Inc.
