Business
Conscience Capital Enters into Definitive Agreement with Hashoff LLC for Qualifying Transaction
Not for distribution in the U.S. or over U.S. newswires TORONTO, ON / ACCESSWIRE / Janua...
About this update from Dgtl Holdings, Inc.
[{"type":"text","content":"Conscience Capital Enters into Definitive Agreement with Hashoff LLC for Qualifying TransactionNot for distribution in the U.S. or over U.S. newswiresTORONTO, ON / ACCESSWIRE / January 6, 2020 / Conscience Capital Inc. (\"Conscience\") (TSXV:DGTL.P), a capital pool company, is pleased to announce that it has entered into a definitive agreement dated December 23, 2019 (the \"Definitive Agreement\") with Hashoff LLC (\"Hashoff\"), a privately held company, to provide for the completion of a business combination with Conscience (the \"Transaction\"), as more particularly described below.In connection with the Transaction, Conscience will complete a private placement (the \"Offering\") to close concurrently with closing of the Transaction of up to 11,428,571 subscription receipts (\"Subscription Receipts\") at a price of $0.35 per Subscription Receipt for gross proceeds of up to $4,000,000. Each Subscription Receipt is automatically exchangeable into common shares (\"Common Shares\") of the Company, on the basis of one Common Share for each Subscription Receipt, upon the occurrence of certain events, including without limitation, the Company having received all approvals of the TSX Venture Exchange (the \"TSXV\") to the Transaction.The Transaction is subject to a number of terms and conditions as set forth in the Definitive Agreement, including (among other things) the approval of the TSXV. If completed, the Transaction will constitute Conscience's \"Qualifying Transaction\" (as such term is defined in TSXV Policy 2.4 - Capital Pool Companies).About Hashoff Hashoff LLC is an enterprise level advertising technology company with proprietary artificial intelligence and machine learning software. Hashoff'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. Hashoff's SaaS (software-as-a-service) technologies are fully commercialized and currently serve numerou...