Conscience Capital Inc (CVE:DGTL.P) has completed its listing on the TSX Venture Exchange as the content marketing company gears up to expand its business.
The Toronto-based company said it has also finalized its previously announced transaction with Hashoff LLC, which owns a unique program allowing brands to collect a host of information about top-ranked social media content creators in real-time.
Conscience Capital said it will continue to trade under the ticker symbol ‘DGTL’ but plans to change its name in the forthcoming weeks.
"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," Michael Racic, Conscience Capital’s CEO said in a statement.
“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.”
Under the terms of the transaction, Conscience Capital acquired all of the issued and outstanding units of Hashoff in exchange for US$500,000 paid to former shareholders on a pro-rata basis in proportion to their holdings. Conscience Capital will also make closing payments of up to US$1.5 million upon the company achieving certain revenue targets.
The firm also issued around 8.3 million preferred shares to Hashoff shareholders, which are non-voting and convertible into shares on a one-to-one basis, and entitle the holder to an annual cumulative fixed dividend of 4%. The preferred shares are redeemable by the company at C$0.70 per share plus all declared and accrued dividends and have priority rights with respect to dividends.
Conscience said it 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, but as the number of non-qualifying investors was reduced from that which was initially disclosed in the filing statement, the company therefore issued an increased number of preferred shares and a reduced cash payment totaling C$42,175.39.
Conscience Capital now has around 25.8 million shares issued and outstanding and nearly 11.5 million reserved for issuance.
The group said Joel Wright, Hashoff’s former CEO, will remain with the company in a strategic advisory role, while CEO Racic will also serve as the firm’s president and corporate secretary along with a seat on the boards.
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