Early Warning News Release
TORONTO, ONTARIO, CANADA, October 26, 2021 /EINPresswire.com/ -- This press release is issued pursuant to the requirements of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.
Devra Wigdor (“Wigdor”) and Yisroel Weinreb (“Weinreb”) (collectively, the “Reporters”) announce that, immediately following completion of the Business Combination (as defined below), each Reporter’s deemed beneficial ownership of common shares (“Common Shares”) of The Well Told Company Inc. (formerly, Agau Resources, Inc.) (the “Company”) decreased to below 10% on an undiluted and partially-diluted basis.
The transaction giving rise to this press release was the completion of a business combination (the “Business Combination”) that resulted in a reverse takeover of the Company by the securityholders of Well Told Inc. (“Private Well Told”) on October 14, 2021. The closing of the Business Combination resulted in a change to the capital structure of the Company, such that (i) the existing Common Shares were consolidated and (ii) certain principals of Private Well Told were issued Common Shares. As a result of these changes, and for greater certainty, without any acquisition or disposition by the Reporters, the Reporters’ deemed beneficial ownership of Common Shares decreased to below 10% on an undiluted and partially-diluted basis. On October 25, 2021, the Common Shares began trading on the TSX Venture Exchange.
Prior to the completion of the Business Combination, each Reporter held the following securities of the Company:
a) Wigdor, an individual residing in Toronto, Ontario, held 72,000,000 Common Shares, representing 22.11% of the issued and outstanding Common Shares on an undiluted basis; and
b) Weinreb, an individual residing in Toronto, Ontario, held (i) 37,621,056 Common Shares, as a director of KW Capital Partners limited, representing 11.55% of the issued and outstanding Common Shares on an undiluted basis, and (ii) 4,347,826 Common Shares, as an indirect owner of Plaza Capital Advisors, representing 1.33% of the issued and outstanding Common Shares on an undiluted basis.
Immediately following the completion of the Business Combination, each Reporter had ownership or control over the following securities of the Company:
a) Wigdor had ownership or control over 884,304 Common Shares, representing approximately 0.69% of the issued and outstanding Common Shares on an undiluted basis; and
b) Weinreb had ownership or control over (i) 462,062 Common Shares, as a director of KW Capital Partners limited, representing 0.36% of the issued and outstanding Common Shares on an undiluted basis, and (ii) 53,400 Common Shares, as an indirect owner of Plaza Capital Advisors, representing 0.042% of the issued and outstanding Common Shares on an undiluted basis.
The Common Shares held by each of the Reporters are being held for investment purposes. In the future, each Reporter may evaluate its investment in the Company from time to time and may, depending on various factors including, without limitation, the Company’s financial position, the price levels of the Common Shares, conditions in the securities markets and general economic and industry conditions, the Company’s business or financial condition, and other factors and conditions that each Reporter may deem appropriate, increase, decrease or change its ownership over the Common Shares or other securities of the Company.
An early warning report pursuant to the requirements of applicable securities laws will be issued by each of the Reporters and will be posted to SEDAR at www.sedar.com and available on request at the number below.
For further information, including a copy of the early warning report required under applicable Canadian securities laws to be filed by each of the Reporters as a result of the Business Combination referred to in this press release, please contact Shimmy Posen at 416-869-1234.
Devra Wigdor (“Wigdor”) and Yisroel Weinreb (“Weinreb”) (collectively, the “Reporters”) announce that, immediately following completion of the Business Combination (as defined below), each Reporter’s deemed beneficial ownership of common shares (“Common Shares”) of The Well Told Company Inc. (formerly, Agau Resources, Inc.) (the “Company”) decreased to below 10% on an undiluted and partially-diluted basis.
The transaction giving rise to this press release was the completion of a business combination (the “Business Combination”) that resulted in a reverse takeover of the Company by the securityholders of Well Told Inc. (“Private Well Told”) on October 14, 2021. The closing of the Business Combination resulted in a change to the capital structure of the Company, such that (i) the existing Common Shares were consolidated and (ii) certain principals of Private Well Told were issued Common Shares. As a result of these changes, and for greater certainty, without any acquisition or disposition by the Reporters, the Reporters’ deemed beneficial ownership of Common Shares decreased to below 10% on an undiluted and partially-diluted basis. On October 25, 2021, the Common Shares began trading on the TSX Venture Exchange.
Prior to the completion of the Business Combination, each Reporter held the following securities of the Company:
a) Wigdor, an individual residing in Toronto, Ontario, held 72,000,000 Common Shares, representing 22.11% of the issued and outstanding Common Shares on an undiluted basis; and
b) Weinreb, an individual residing in Toronto, Ontario, held (i) 37,621,056 Common Shares, as a director of KW Capital Partners limited, representing 11.55% of the issued and outstanding Common Shares on an undiluted basis, and (ii) 4,347,826 Common Shares, as an indirect owner of Plaza Capital Advisors, representing 1.33% of the issued and outstanding Common Shares on an undiluted basis.
Immediately following the completion of the Business Combination, each Reporter had ownership or control over the following securities of the Company:
a) Wigdor had ownership or control over 884,304 Common Shares, representing approximately 0.69% of the issued and outstanding Common Shares on an undiluted basis; and
b) Weinreb had ownership or control over (i) 462,062 Common Shares, as a director of KW Capital Partners limited, representing 0.36% of the issued and outstanding Common Shares on an undiluted basis, and (ii) 53,400 Common Shares, as an indirect owner of Plaza Capital Advisors, representing 0.042% of the issued and outstanding Common Shares on an undiluted basis.
The Common Shares held by each of the Reporters are being held for investment purposes. In the future, each Reporter may evaluate its investment in the Company from time to time and may, depending on various factors including, without limitation, the Company’s financial position, the price levels of the Common Shares, conditions in the securities markets and general economic and industry conditions, the Company’s business or financial condition, and other factors and conditions that each Reporter may deem appropriate, increase, decrease or change its ownership over the Common Shares or other securities of the Company.
An early warning report pursuant to the requirements of applicable securities laws will be issued by each of the Reporters and will be posted to SEDAR at www.sedar.com and available on request at the number below.
For further information, including a copy of the early warning report required under applicable Canadian securities laws to be filed by each of the Reporters as a result of the Business Combination referred to in this press release, please contact Shimmy Posen at 416-869-1234.
Carlo Rigillo
The Well Told Comapny Inc.
+1 647 400-4794
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