Conscience Capital Completes Previously Announced Private Placement Related to Hashoff Transaction

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, is pleased to announce that it has closed its previously announced non-brokered private placement of 3,771,428 subscription receipts (each, a "Subscription Receipt") for gross proceeds of $1,320,000 (the "Offering"). The Subscription Receipts were issued at a price of $0.35 per Subscription Receipt in connection with the previously announced proposed business combination (the "Transaction") between Conscience and Hashoff, LLC ("Hashoff"),which transaction is intended to constitute Conscience's "Qualifying Transaction" pursuant to Policy 2.4 of the TSX Venture Exchange (the "TSXV"). Certain related parties of Conscience acquired an aggregate of 428,571 Subscription Receipts pursuant to the Offering.

The gross proceeds of the Offering are being held in escrow by Fish Law Professional Corporation (the "Subscription Receipt Agent") as subscription receipt agent, pursuant to the terms of a subscription receipt agreement dated March 23, 2020 (the "Subscription Receipt Agreement") between Conscience and the Subscription Receipt Agent, pending satisfaction of the Escrow Release Conditions (as defined in the Subscription Receipt Agreement), which include that all conditions precedent to the closing of the Transaction be satisfied or waived. Upon satisfaction of the Escrow Release Conditions, each Subscription Receipt will be exchanged, without further payment of consideration or any further action by the holders of Subscription Receipts, into one common share in the capital of Conscience.

Conscience has agreed to pay certain finder's fees in connection with the Offering, payable upon the Escrow Release Conditions being met. All securities issued pursuant to the Offering are subject to a mandatory hold period of four months and a day from the date of issuance.

About Conscience Capital Inc.

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 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.

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 news release.

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.