Conscience Capital Inc. Completes Initial Public Offering as a Capital Pool Company and Lists on the TSX Venture Exchange

TORONTO, Aug. 21, 2019 (GLOBE NEWSWIRE) -- Conscience Capital Inc. (the "Corporation"), a capital pool company, is pleased to announce that on August 21, 2019 it successfully completed its initial public offering (the "Offering") of 12,263,000 common shares (the "Shares") for gross proceeds of $1,226,300 through its agent, PI Financial Corp. (the "Agent") on a commercially reasonable efforts basis. Following the closing of the offering, a total of 22,063,000 Shares are issued and outstanding, of which 10,200,000 are currently held in escrow pursuant to the policies of the TSX Venture Exchange (the "Exchange").

The net proceeds of the offering, together with the proceeds from prior sales of Shares, will be ?used by the Corporation to identify and evaluate assets or businesses for acquisition with a view to ?completing a "Qualifying Transaction" under the Exchange's capital pool company program.?

In connection with the Offering, the Agent received a cash commission and the Corporation granted to the Agent a non-transferable option to purchase up to 981,040 Shares at a price of $0.10 per Share and which may be exercised for a period of 24 months from the day the Shares are listed on the Exchange.  The Agent was also paid its reasonable expenses and a corporate finance fee for its services in connection with the Offering.

The board of directors of the Corporation consists of Michael Racic, Steven Goldberg, Brendan Purdy and David Beck. 

An aggregate of 780,000 stock options have also been granted to all the directors and officers of the Corporation to acquire Shares of the Corporation at an exercise price of $0.10 per Share with an expiry date of August 21, 2024.

The Corporation's common shares were listed on the Exchange commencing at market open on August 21, 2019 and halted pending closing of the Offering.  The common shares are expected to commence trading on the Exchange on August 23, 2019 under the trading symbol "DGTL.P".

For further information please see the Corporation's prospectus dated July 18, 2019, available under the Corporation's profile on SEDAR at www.sedar.com

FORWARD-LOOKING STATEMENTS

This press release contains certain forward-looking statements, including statements about the Corporation's future plans and intentions, listing of the Shares on the Exchange, use of proceeds of the Offering and completion of a Qualifying Transaction. Wherever possible, words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential" or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management's current beliefs and are based on information currently available to management as at the date hereof. 

Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Corporation cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and the Corporation assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

For further information please contact:

Conscience Capital Inc.
Steven Goldberg, Chief Financial Officer
Telephone: 914.419.8873

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.