Conscience Capital and Hashoff Announce Receipt of Final Valuation Report of Hashoff

Not for distribution in the U.S. or over U.S. newswires

TORONTO, ON / ACCESSWIRE / April 15, 2020 / Conscience Capital Inc. ("Conscience") (TSXV:DGTL.P), a capital pool company, and Hashoff LLC ("Hashoff"), a privately held company, announce receipt of a final valuation report of the outstanding units of Hashoff (the "Evans Valuation Report"). Conscience requested the Evans Valuation Report in connection with the filing statement dated March 30, 2020 (the "Filing Statement") that was filed with the TSX Venture Exchange (the "Exchange") for the proposed business combination (the "Transaction") between Conscience and Hashoff. Conscience provided the Evans Valuation Report to the Exchange to substantiate the use of a Form 5D - Tier 2 Value Securities Escrow Agreement (a "Value Escrow Agreement") between Joel Wright, who will act as a strategic advisor of post-Transaction Conscience (the "Resulting Issuer") and an arm's length escrow agent.

Engagement of Evans & Evans, Inc. by Conscience

Pursuant to an engagement letter dated March 19, 2020 (the "Engagement Letter"), the services of Evans & Evans, Inc. ("Evans") were retained by Conscience in connection with the provision of the Evans Valuation Report. Evans' services included providing advice and assistance to Conscience in connection with the preparation and delivery to Conscience of the Evans Valuation Report on Hashoff, to establish the fair market value of Hashoff.

Independence of Evans

Evans is an independent arm's-length consultant who does not have a financial interest (nor does it expect to have any future interest), directly or indirectly, in Conscience or Hashoff (or their respective subsidiaries or associated companies), nor does it expect any consideration other than the fee and expenses from Conscience for the preparation of the Evans Valuation Report, nor is its fee contingent upon the completion of the Transaction.

Summary of Evans Valuation Report

Based upon and subject to the limitations in the Evans Valuation Report, and such other matters as Evans has considered relevant, it is their opinion that, as of February 29, 2020 (the "Valuation Date"), the fair market value of Hashoff is in the range of CAD $6,600,000 to $7,100,000.

With respect to the fair market value of Hashoff, Evans believed it was appropriate to value Hashoff on a going concern basis. The reason for this was that Hashoff is generating revenue, is forecasting positive earnings in the short-term and the going concern approach yields a higher value than a liquidation approach. Given the status of Hashoff at the valuation date it was the view of Evans that that the most appropriate approaches in determining the range of the fair market value of Hashoff at the Valuation Date was a weighting of the following approaches:

1. Guideline Public Company ("GPC") Method. The GPC Method involves identifying stocks that trade freely in the public markets on a daily basis. The objective of the GPC Method is to derive multiples to apply to the fundamental financial variables of the subject investment under review.
2. Modified Discounted Cash Flow ("DCF") Method. A traditional DFC analysis was combined with probability weighted scenarios. This method takes into consideration that Hashoff may have: uncertainty with respect to the timing and amount of revenue; uncertainty with respect to the ability to maintain gross margins through the growth phase; and net margins that may fluctuate as operations grow.

Conscience was comfortable that Evans has conducted a thorough review of available valuation methodology and had exercised its professional expertise in applying these valuation methods. The Valuation Report has been filed on SEDAR, and is available at www.sedar.com under Conscience's profile.

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 Exchange will agree to the use of a Value Escrow Agreement, 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.