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 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 Information

Set forth below is certain summary information derived from the audited annual and unaudited interim financial statements of Hashoff for the periods noted below.

Description

Year Ended
December 31,

2016

Year Ended
December 31,

2017

Year Ended
December 31,

2018

Nine Months Ended
September 30,

2019

Revenue

$1,174,400

$1,651,336

$1,539,083

$1,421,316

Expenses

$1,750,620

$2,471,434

$1,923,122

$1,985,645

Net Income (Loss)

($576,220)

($820,098)

($384,039)

($564,329)

         
 

As at December

31, 2016

As at December

31, 2017

As at December

31, 2018

As at September

30, 2019

Total Non-Current Assets

$6,117

$3,736

$2,410

$1,254

Total Current Assets

$880,629

$414,228

$1,129,232

$1,144,377

Total Liabilities

$1,981,451

$2,134,791

$2,933,709

$3,228,958

Shareholders’ Equity (Deficiency)

($1,094,705)

($1,716,827)

($1,802,067)

($2,083,327)

Insiders, Officers and Board of Directors of the Resulting Issuer

Upon 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 years of general management experience in the Media Agency, Advertising Technology and Management consulting space. Over 20 years of senior management public company experience, including: Executive Vice President, Managing Partner of Portfolio Management at Interpublic Group of Companies Inc, (IPG) from 2007 – 2013. Senior Vice President, Agency Partnerships and Category Strategy at Rocketfuel Inc. (FUEL) 2013-2016. This experience includes direct P&L responsibilities across multi-national offices (including Canada), bringing one company public and being a senior executive contributing to quarterly earnings reports.

Mr. Racic is an independent contractor and will devote approximately 75% of his time to the business of the Resulting Issuer.

Scott Davis, Chief Financial Officer (Age 43)

Mr. Davis is a partner of Cross Davis & Company LLP Chartered Professional Accountants, a firm focused on providing accounting and management services for publicly-listed companies. Mr. Davis received his Diploma in Financial Management – Professional Accounting from British Columbia Institute of Technology and is a member of the Certified General Accountants Association of British Columbia. His experience includes CFO positions of several companies listed on the TSX Venture Exchange. His past experience consists of senior management positions, including four years at Appleby as an Assistant Financial Controller, two years at Davidson & Company LLP Chartered Professional Accountants as an Auditor and five years with Pacific Opportunity Capital Ltd. as an Accounting Manager. Mr. Davis, has extensive public company and capital market experience and currently serves on several public company management teams.

Mr. Davis is an independent contractor and will devote approximately 10% of his time to the business of the Resulting Issuer.

Steven Goldberg, Director (Age 62)‎

Mr. Goldberg has 23 years of recruitment experience in the media, advertising and advertising technology industries as Co-Owner and Managing Partner of Media Recruiting Group, where he is responsible for the general, financial and strategic management of his firm. Clients have included both private and public companies; examples of public companies include Google (GOOGL), WebMD (WBMD), Meredith (MDP), Carat (part of the Dentsu portfolio – DNTUY), and QuinStreet (QNST). Mr. Goldberg received a B.S. in Accounting from Pennsylvania State University and an MBA in Finance from New York University. He began his career in public accounting with KPMG after earning the A.I.C.P.A. CPA Certificate issued from the Pennsylvania State Board of Accountancy. He moved out of public accounting, managing accounting for companies in the education and telecommunications industry before becoming CFO of JMW Consultants, an international management consulting firm. Clients for JMW included IBM (IBM) and British Petroleum (BP). Executive Member of the New York University Entertainment, Media & Technology Alumni Committee.

Mr. Goldberg is an independent contractor and will devote approximately 25% of his time to the business of the Resulting Issuer.

John David Belfontaine, Director, > 10% Shareholder (Age 41)

Mr. Belfontaine is a serial entrepreneur and corporate development executive for private and publicly traded companies, including being founder of Phivida Holdings Inc. (C. VIDA), founder of CoachellaGro Inc. (acquired by High Hampton Holdings, C. JANE) with former Sen. Majority Leader Richard Polanco (CA), President/CEO and founder of Alpinemed (ACMPR LP -Stage 6). Mr. Belfontaine received a Bachelor of Arts (Hons) in Communication Studies from McMaster University. Additionally, Mr. Belfontaine is founder of Prime Wire Media which provides corporate development services for over 20 publicly traded companies focused on technology and cannabis/hemp/diversified industries. Prior to his public company work, Mr. Belfontaine acted as Retail Wealth Product Manager for Empire Life Financial and as executive CPG brand program management with several CPG fortune 500 brands.

Mr. Belfontaine will hold also 10.49% of the common shares of the Resulting Issuer assuming the completion of the minimum Offering (as defined and described in Conscience’s press release of January 6, 2020).

Mr. Belfontaine is an independent contractor and will devote approximately 10% of his time to the business of the Resulting Issuer.

Brendan Purdy, Director (Age 33)‎

Mr. Purdy, J.D., is a practicing securities lawyer focused on the resource, cannabis, and technology sectors. In his private practice, he has developed experience with respect to public companies, capital markets, mergers and acquisitions, and other facets fundamental to the natural resources, cannabis, and technology sectors. Prior to receiving his J.D. from the University of Ottawa, Mr. Purdy completed a Bachelor of Management and Organizational Studies degree from the University of Western Ontario, majoring in finance and administration. Mr. Purdy was previously CEO of Enforcer Gold Corp. (VEIN) and High Hampton Holdings Corp. (HC), and has served as director of several private and public companies.

Mr. Purdy is an independent contractor and will devote approximately 10% of his time to the business of the Resulting Issuer.

David Beck, Director (Age 54)

Mr. Beck is Founder and Principal of a boutique advisory services firm, which focuses on bringing ‎resources to innovative growth companies. Mr. Beck’s experience has been primarily focused on public ‎and private capital markets. His public equity experience includes leading the TMT investment banking ‎efforts at three boutique investment dealers, and being a technology financial analyst in both ‎New York and Toronto. His private equity experience includes being a Partner with Celtic House Venture ‎Partners, an early stage technology venture capital firm, and, working with / investing in, many private ‎technology companies over the last 25 years. Mr. Beck has served on several private and public company board of directors and ‎currently serves on the BOD of Quadron Cannatech Corporation (QCC-CSE). His cumulative 15 years of ‎prior public company board of directors experience was gained through work with Pivot Technology Solutions Inc. ‎‎(PTG), Basis100 Inc. (BAS), and CRS Robotics Corporation (ROB). Mr. Beck holds an ‎MBA from Ivey Business School (UWO) and a B.Sc. Honours (Engineering Physics) from Queen’s ‎University. ‎‎

Mr. Beck is an independent contractor and will devote approximately 10% of his time to the business of the Resulting Issuer.

Joel Wright, Strategic Advisor (Age 46)

Mr. Wright is currently Co-CEO and founder of Hashoff and will act as strategic advisor to the Resulting Issuer. Mr. Wright received a Bachelors of Arts in History from the University of Kansas. Prior to his work with Hashoff, Mr. Wright ran the media organization in the Americas for Travelocity, a global leader in the online travel category. He was responsible for over $100 million in annual revenue. Travelocity’s North American interests were acquired by Expedia (EXPE) in 2013 and assisted with the transition of media assets as a part the agreement. Mr. Wright also had extensive experience in the entertainment industry starting and building the digital practice for leading Hollywood talent agency Paradigm, for large established media companies like Yahoo! (YHOO), and start-ups like Ning, Inc. which was acquired by GLAM Media.

Mr. Wright will be an employee of the Resulting Issuer and will dedicate 100% of his time to the business of the Resulting Issuer.

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 numerous Fortune 500 level brands by providing them direct access to the new global gig economy of over 140 million freelance content creators.

Hashoff was organized in 2013 as a limited liability company in the state of Delaware under the Delaware Limited Liability Company Act. The company is headquartered in New York, New York, USA.

About Conscience

Conscience is a capital pool company (CPC) formed under the TSXV CPC program. Conscience’s common shares will remain halted until Conscience satisfies the requirements of the TSXV for resuming the trading of the Conscience shares or until completion of the Transaction.

Completion of the Transaction is subject to a number of conditions including, but not limited to, TSXV acceptance. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Filing Statement and/or an Information Circular to be 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 a capital pool company should be considered highly speculative.

All information in this press release concerning Hashoff has been provided for inclusion herein by Conscience. Although Conscience has no knowledge that would indicate that any information contained herein concerning Hashoff is untrue or incomplete, Conscience assumes no responsibility for the accuracy or completeness of any such information.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this Press Release.

FORWARD-LOOKING STATEMENTS

This news release contains “forward-looking information” within the meaning of applicable securities laws relating to the proposal to complete the Transaction and associated transactions, including statements regarding the terms and conditions of the Transaction and associated transactions. Any such forward-looking statements may be identified by words such as “expects”, “anticipates”, “believes”, “projects”, “plans” and similar expressions. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Transaction and associated transactions, that the board of directors, officers and other insiders of the Resulting Issuer will differ from those disclosed herein, that the ultimate terms of the Transaction and associated transactions will differ from those that currently are contemplated, and that the Transaction and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this news release are made as of the date of this release. Conscience undertakes no obligation to update any such forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on any such forward-looking statements. Conscience undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of Conscience and Hashoff, or their respective financial or operating results or (as applicable), their securities.

FOR FURTHER INFORMATION PLEASE CONTACT:

Conscience Capital Inc.
Michael Racic
Chief Executive Officer
Phone: (516) 672-9496

Hashoff LLC
Joel Wright
Chief Executive Officer
Phone: (720) 441-4242

SOURCE: Conscience Capital Inc.

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