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by Stockwatch Business Reporter
The TSX Venture Exchange fell 2.22 points to 383.94 Friday, ending the week down 4.64
points. John-David Belfontaine and Michael Racic's first capital pool shell, Conscience Capital Inc. (DGTL: halted), has submitted a filing statement for its qualifying transaction, which is the acquisition of a U.S. advertising technology firm called Hashoff LLC. The shell, which has 22,063,000 common shares issued, will issue 8,270,241 preferred shares to Hashoff's unitholders. Each preferred share will be convertible into one common share. Preferred shares will carry no voting rights, but preferred shareholders will receive a fixed dividend of 4 per cent a year. The resulting issuer may redeem the preferred shares at 70 cents. In addition to the preferred share consideration, the shell will pay $500,000 (U.S.) to Hashoff's unitholders on closing of the QT. Then, over the next 30 months, the resulting issuer will pay $1.5-million (U.S.) in stages.
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