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Conscience Capital announces name change to DGTL Holdings Inc, commencement of trading on TSX Venture Exchange

The Toronto-based group said that the name change reflected the closing of the Hashoff LLC acquisition

Conscience Capital Inc -- announces name change to DGTL Holdings Inc, commencement of trading on TSX Venture Exchange
DGTL Holdings will operate as a venture capital investment company to acquire, fund and optimize a portfolio of innovative and disruptive adtech companies powered by Artificial Intelligence

Conscience Capital Inc (CVE:DGTL.P) announced on Friday that it has enacted a change in its corporate name to DGTL Holdings Inc with the approval of its shareholders.

The Toronto-based group said that the change reflected the closing of the acquisition of 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.

The company has also completed its listing on the TSX Venture Exchange as it gears up to expand its business. The shares will resume trading on the TSX Venture Exchange under the ticker symbol "DGTL" on August 4.

“DGTL Holdings has received approval from the TSX Venture Exchange to graduate from a capital pool company to a Tier II technology issuer,” the company said in a statement.

READ: Conscience Capital set to trade on TSX Venture Exchange after it finalizes deal with Hashoff

It said DGTL Holdings functions as an acronym for "Digital Growth Technologies and Licensing" Holdings Inc. The company also spelt out its growth ambitions saying DGTL Holdings will operate as a venture capital investment company to “acquire, fund and optimize” a diversified portfolio of disruptive adtech companies powered by Artificial Intelligence (AI).

“The company will specialize in incubating fully commercialized business to business enterprise level AI-adtech software as a service companies via a range of unique capitalization structures, including; equity investment, M&A and technology licensing,” said the company added.

Amendment to share exchange agreement

The group also said it has amended its agreement with Hashoff modifying the terms of the share exchange agreement dated December 23, 2019. The original agreement specified that the company was to make post-closing payments up to $1,500,000 following a 30-month deferred payment schedule, payable every six months following the closing of the acquisition.

Following the amendment, Hashoff has agreed to postpone the effective date of the deferred cash payments to January 1, 2021, so that the first payment will be due on June 30, 2021, six months from the new effective date.

The deferred cash payments are dependent on Hashoff meeting the revenue targets set in the share exchange agreement and failure to meet the revenue targets will result in deferral and/or reduction of the payments, said the company. Taking into account the postponement of the deferred cash payments, the company has agreed to reduce the “revenue targets by 20% for each six-month period for the duration of the 30-month period.”

The company also completed a non-brokered private placement to raise approximately $1.32 million.

Contact the author Uttara Choudhury at [email protected]

Follow her on Twitter: @UttaraProactive

Quick facts: DGTL Holdings Inc.

Price: 0.23 CAD

TSX-V:DGTL
Market: TSX-V
Market Cap: $5.94 m
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