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Conscience Capital and Hashoff Announce Conditional Approval for Qualifying Transaction

Not for Distribution in the U.S. or Over U.S. Newswires TORONTO, ON / ACCESSWIRE / April...

articleDgtl Holdings, Inc.April 1, 20205/company/dgtl-holdings-inc/news/conscience-capital-and-hashoff-announce-conditional-approval-for-qualifying-transaction
Conscience Capital and Hashoff Announce Conditional Approval for Qualifying Transaction

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[{"type":"text","content":"Conscience Capital and Hashoff Announce Conditional Approval for Qualifying TransactionNot for Distribution in the U.S. or Over U.S. NewswiresTORONTO, ON / ACCESSWIRE / April 1, 2020 / Conscience Capital Inc. (\"Conscience\") (TSXV:DGTL.P), a capital pool company, and Hashoff LLC (\"Hashoff\"), a privately held company, are pleased to announce that they have filed a filing statement dated March 30, 2020 (the \"Filing Statement\") with the TSX Venture Exchange (the \"Exchange\") for the proposed business combination (the \"Transaction\") between Conscience and Hashoff, as previously announced by Conscience in prior press releases. Conscience and Hashoff are also pleased to announce that the Exchange has provided conditional approval for the Transaction, which is intended to constitute Conscience's \"Qualifying Transaction\" pursuant to Policy 2.4 of the Exchange. The Transaction is expected to close on or about April 13, 2020. For additional details concerning the Transaction, please refer to the summary information below, Conscience's press releases dated November 7, 2019 and January 6, 2020 and the filing statement, which is available under Conscience's SEDAR profile at www.sedar.com.Hashoff Financial InformationSet forth below is certain summary information derived from the audited annual and unaudited interim financial statements of Hashoff for the periods noted below.DescriptionYear EndedDecember 31,2016Year EndedDecember 31,2017Year EndedDecember 31,2018Nine Months EndedSeptember 30,2019Revenue$1,174,400$1,651,336$1,539,083$1,421,316Expenses$1,750,620$2,471,434$1,923,122$1,985,645Net Income (Loss)($576,220)($820,098)($384,039)($564,329) As at December31, 2016As at December31, 2017As at December31, 2018As at September30, 2019Total Non-Current Assets$6,117$3,736$2,410$1,254Total Current Assets$880,629$414,228$1,129,232$1,144,377Total Liabilities$1,981,451$2,134,791$2,933,709$3,228,958Shareholders' Equity (Deficiency)($1,094,705)($1,716,827)($1,802,067)($2,083,327)Insiders, Officers and Board of Directors of the Resulting IssuerUpon completion of the Transaction, it is anticipated that the individuals set forth below shall be the directors, officers and other insiders of post-Transaction Conscience (the \"Resulting Issuer\").Michael Racic, Director, Chief Executive Officer, President and Secretary (Age 47)Mr. Racic has over 23...

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