Conscience Capital Announces Completion of Qualifying Transaction with Hashoff, LLC

- April 21st, 2020

Conscience Capital (TSXV:DGTL.P) has completed its previously announced business combination with Hashoff, LLC.

Conscience Capital Inc. (the “Company”) (TSXV:DGTL), is pleased to announce that it has completed its previously announced business combination (the “Transaction”) with Hashoff, LLC (“Hashoff”). The Transaction constituted the Company’s “Qualifying Transaction” pursuant to Policy 2.4 of the TSX Venture Exchange (the “Exchange”) and the Company will carry on the business of Hashoff. The Company has decided to postpone filing articles of amendment to change its name and will update the market when the name change is effected. For the intervening period the Company will continue to carry on business as “Conscience Capital Inc.”.

The Exchange issued its conditional approval of the Transaction on March 26, 2020. The Company’s common shares (the “Common Shares”) will resume trading on the Exchange under the ticker symbol “DGTL”, subject to satisfaction of the Exchange’s final conditions for listing and the Exchange issuing its final exchange bulletin confirming the completion of the Transaction (the “Final Exchange Bulletin”). The Company will announce the listing date upon receipt of the Final Exchange Bulletin from the Exchange.

The Company acquired all of the issued and outstanding units of Hashoff (the “Units”) through a share exchange agreement dated as of December 23, 2019 (the “Share Exchange Agreement”) between the Company, Hashoff and the unitholders of Hashoff (the “Unitholders”). In exchange for the Units, the Company: (i) paid USD $500,000 to the former Unitholders pro rata in proportion to their holdings of Units, (ii) will make post-closing payments up to USD $1,500,000 pursuant to a deferred payment schedule and the Company achieving target revenues, and (iii) issued 8,335,794 Class A Convertible Preferred Shares (the “Preferred Shares”) to the Unitholders pro rata in proportion to their holdings of Units. Under the Share Exchange Agreement, the Company was required to make cash payments in lieu of Preferred Shares to those Unitholders that did not qualify as “accredited investors” under the applicable securities laws of the United States; however, the number of non-qualifying investors was reduced from that initially disclosed in the Filing Statement, and the Company therefore issued an increased number of Preferred Shares and a reduced cash payment, which totaled CAD $42,175.39. The Preferred Shares are (i) are non-voting; (ii) convertible into Common Shares on a one for one basis, subject to customary adjustments; (iii) entitle the holder to an annual cumulative fixed dividend of 4%; (iv) have priority rights with respect to preference as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company; and (v) are redeemable by the Company at a price of CAD $0.70 per share plus all declared and accrued dividends.

Upon closing of the Transaction, the Company has 25,834,429 Common Shares issued and outstanding and 11,472,834 Common Shares reserved for issuance. The Common Shares reserved for issuance include 981,040 warrants, 2,156,000 stock options and 8,335,794 Preferred Shares. The principals of the Company and certain shareholders of the Company collectively hold 10,200,000 Common Shares subject to a CPC Escrow Agreement and 2,191,202 Preferred Shares subject to a Tier 2 Value Security Escrow Agreement pursuant to the policies of the Exchange. In addition, 2,812,339 Preferred Shares held by non-principals of the Company are subject to a seed share resale restrictions. The number of Preferred Shares subject to seed share resale restrictions has decreased from the total disclosed in the Filing Statement (2,902,078) to 2,812,339, as the initial total contemplated all Unitholders being issued Preferred Shares

In connection with the completion of the Transaction, the Company is pleased to announce that its board of directors and officers are comprised of the following: Michael Racic (director, Chief Executive Officer, President and Corporate Secretary), Scott Davis (Chief Financial Officer), Steven Goldberg (independent director), John-David A. Belfontaine (independent director), Brendan Purdy (independent director), David Beck (independent director). In addition, Joel Wright, the former Chief Executive Officer of Hashoff, will remain with Hashoff as its Strategic Advisor.

“Completing the TSX Venture listing is a key milestone for the Company, as Hashoff embarks on becoming a leading provider of content marketing for brands and agencies” said Michael Racic, the Chief Executive Officer, President and Corporate Secretary of the Company. Mr. Racic further commented “fulfilling our commitment to become a publicly listed issuer will provide the Company with access to institutional capital to foster our development and expansion plans. We are very grateful to the TSX Venture Exchange, its staff and all our services providers for assisting us in achieving this important milestone”.

Additional information in respect of the Company’s business is available in the Company’s Filing Statement dated March 30, 2020, which is available under the Company’s SEDAR profile at www.sedar.com.

About Conscience Capital Inc.

The Company is an enterprise level advertising technology company with proprietary artificial intelligence and machine learning software. The Company’s 100% owned AI-ML technology is a full-service, turn-key NLP (Native Language Programming) platform, designed to empower global brands, and advertising agencies, by identifying, optimizing, engaging, managing, and tracking top ranked freelance social media content publishers for hyper-localized brand influencer marketing campaigns. Hashoff’s flagship solutions “IAM” and “Create Marketplace” allow brands to scan, identify, profile, prequalify, geo-locate, connect and command, top ranked social media content creators in real time. The Company’s SaaS (software-as-a-service) technologies are fully commercialized and currently serve numerous Fortune 500 level brands by providing them direct access to the new global gig economy of over 140 million freelance content creators.

For additional information please contact:

Conscience Capital Inc.
Michael Racic
Chief Executive Officer, President and Corporate Secretary
Phone: (516) 672-9496

Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release.

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 of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:

This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the anticipated trading date of the Common Shares. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals or any other factor that may arise. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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