The Well Told Company Inc. (formerly Agau Resources, Inc.) Completes Reverse Takeover

Published: Oct. 14, 2021 at 6:05 PM MDT

TORONTO, Oct. 14, 2021 /PRNewswire/ - The Well Told Company Inc. (formerly Agau Resources, Inc.) (the "Company") today announces that it has completed its previously announced reverse takeover (the "Transaction"). The Company has changed its name to "The Well Told Company Inc.", and subject to final TSX Venture Exchange ("TSXV") approval, trading in the common shares of the Company is expected to commence on the TSXV on or about October 21, 2021 under the symbol "WLCO".

In connection with the Transaction, the Company acquired all of the issued and outstanding securities of the company formerly known as Well Told Inc. ("Well Told") pursuant to a three-cornered amalgamation in connection with which (i) Well Told amalgamated with a wholly-owned subsidiary of the Company; and (ii) the Company issued 11.36 Resulting Issuer Shares (as defined below) to former Well Told shareholders in exchange for every one class A, class B or class C common share of Well Told (the "Well Told Shares") so acquired. Pursuant to the Transaction, the Company also filed articles of amendment pursuant to which it consolidated its common shares on the basis of one post-consolidation common share (a "Resulting Issuer Share") for every 81.42 pre-consolidation common shares issued and outstanding (the "Consolidation"). In addition, an aggregate of 1,998,489 subscription receipts of Well Told, which were issued pursuant to a concurrent private placement of Well Told, were converted for no additional consideration into an aggregate of 22,702,831 Resulting Issuer Shares and 11,351,397 warrants to acquire Resulting Issuer Shares in connection with the closing of the Transaction.

Following closing of the Transaction, the Company has 127,368,332 Resulting Issuer Shares issued and outstanding, of which 4,000,044 Resulting Issuer Shares result from the consolidation of the pre-Transaction shares of the Company, and 123,368,288 Resulting Issuer Shares were issued to former shareholders and securityholders of Well Told. In addition, the Company has reserved for issuance (i) an aggregate of 12,736,832 Resulting Issuer Shares issuable upon the exercise of stock options granted by Well Told to certain of its directors, employees and consultants, (ii) an aggregate of 13,517,089 Resulting Issuer Shares issuable upon the exercise of warrants granted by Well Told, and (iii) an aggregate of 3,278,964 Resulting Issuer Shares issuable upon the exercise of compensation warrants granted to brokers or agents in connection with the Transaction.

In accordance with the policies of the TSXV, the Company expects to file, on or about October 18, 2021, a listing application on SEDAR at www.sedar.com (the "Listing Application") setting out a more fulsome description of the Transaction.

Following closing of the Transaction, the board of directors of the Company is comprised of Monica Ruffo, Simon Ashbourne, Dr. Jill Shainhouse, Harjot Singh,  Linda Sawyer and Sean Samson. Mr. Samson has been appointed as a director of the Company as of the date hereof by the board. The biographies of the directors and further information on the Transaction are expected to be set out in the Listing Application.

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities under in the United States. The securities 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 may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Forward-Looking Information and Statements

This press release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company's control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information and forward-looking statements contained herein may include, but are not limited to, information concerning the Transaction, expectations regarding whether the Transaction will be consummated, including whether conditions to the consummation of the Transaction will be satisfied, expectations for the effects of the Transaction or the ability of the Resulting Issuer to successfully achieve business objectives,  expectations regarding the completion and availability of financing, and expectations for other economic, business, and/or competitive factors.

Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward- looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice.

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SOURCE Well Told Inc.

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